Chevron Corp.

Oil & Gas Integrated • Energy • Houston, TX, United States • CVX (NYQ)

832 854 1000 1400 Smith Street, Houston, TX 77002-7327, United States

Quarter: Q2 2025 Reported: May 30, 2025 Sentiment: Positive

Chevron Corporation, through its subsidiaries, engages in the integrated energy and chemicals operations in the United States and internationally. The company operates in two segments, Upstream and Downstream. The Upstream segment engages in the exploration, development, production, and transportation of crude oil and natural gas; liquefaction, transportation, and regasification of liquefied natural gas; transporting crude oil through pipelines; processing, transporting, storage, and marketing of natural gas; and carbon capture and storage, as well as a gas-to-liquids plant. The Downstream segment refines crude oil into petroleum products; markets crude oil, refined products, and lubricants; manufactures and markets renewable fuels; transports crude oil and refined products through pipeline, marine vessel, motor equipment, and rail car; and manufactures and markets commodity petrochemicals, plastics for industrial uses, and fuel and lubricant additives. The company was formerly known as ChevronTexaco Corporation and changed its name to Chevron Corporation in 2005. Chevron Corporation was founded in 1879 and is headquartered in Houston, Texas.

Analysis Summary

The Chevron Corporation's 2025 Annual Meeting of Stockholders, held on May 28, 2025, primarily addressed governance and administrative matters, with no discussion or disclosure of Q2 2025 financial performance metrics such as revenue, earnings, or guidance. Key outcomes indicate robust stockholder confidence in the current leadership and strategic direction.

Detailed Governance Performance:
All twelve nominees for the Board of Directors were successfully re-elected for one-year terms, with approval rates consistently above 92%, and most exceeding 97%. This strong mandate underscores investor satisfaction with the board's composition and oversight. Notably, D. James Umpleby III received the highest vote for, at 98.8%.

Strategic Initiatives and Business Segment Analysis:
This 8-K filing, reporting annual meeting results, does not contain information on strategic initiatives, business segment performance, or operational updates. Its scope is limited to the outcomes of stockholder votes.

Management Commentary and Forward Guidance:
No management commentary on financial performance, forward guidance, or market outlook was provided in this filing. The focus was solely on the voting results.

Competitive Positioning and Market Trends:
The document does not offer insights into Chevron's competitive positioning or broader market trends.

Risk Factors and Concerns Raised:
A significant development was the approval of the Board's proposal to amend the Company's Restated Certificate of Incorporation to provide for officer exculpation. This amendment, which eliminates monetary liability for certain officers in specific circumstances, passed with 62.51% of outstanding shares voting for it. While intended to attract and retain talent, some investors or governance advocates might view such a measure as potentially reducing accountability.
Several stockholder proposals were decisively rejected, indicating areas where a minority of shareholders seek changes but lack broader support. These included a proposal to commission a third-party report on human rights practices (10.5% For), a proposal to report on renewable energy stranded asset risks (1.5% For), and a proposal to allow holders of 10% of common stock to call special meetings (24.7% For). The overwhelming rejection of these proposals suggests that the majority of stockholders are aligned with the company's current approach to these issues, or do not see them as immediate priorities for intervention.

Analyst Q&A Highlights:
As this was an 8-K filing reporting annual meeting results, there was no analyst Q&A session.

Overall Sentiment:
The overall sentiment from the meeting, as reflected in the voting results, is highly positive for Chevron's current management and board. Key management-backed proposals passed with significant majorities, and dissenting shareholder proposals were largely unsuccessful.

Key Highlights

• Stockholders approved an amendment to the Charter providing for officer exculpation from monetary liability (62.51% of outstanding shares).
• All twelve director nominees were successfully re-elected with strong majorities (over 92% approval for each).
• PricewaterhouseCoopers LLP was ratified as the independent auditor for 2025 (96.3% For).
• Advisory vote on executive compensation was approved with 94% support.
• All seven stockholder proposals, including those on human rights and renewable energy risks, were overwhelmingly rejected.
• No Q2 2025 financial performance data was discussed or disclosed in this filing.

Financial Metrics

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revenue

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guidance

net income

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Stock Performance (90 Days)

Data through Dec 29, 2025

Positive Signals

• Overwhelming approval for all director nominees, indicating strong investor confidence in leadership.
• Successful passage of the officer exculpation amendment, aligning officer protections with directors.
• Strong stockholder support for executive compensation on an advisory basis.
• Decisive rejection of all seven shareholder-initiated proposals, affirming current company strategy and governance.

Risks & Concerns

— Governance Concerns (Officer Exculpation): While approved, the amendment to exculpate officers from monetary liability could be perceived by some as a weakening of accountability, potentially inviting future governance scrutiny.
— Persistent ESG Pressure: The significant number of votes for shareholder proposals on human rights and renewable energy risks (even if rejected) indicates a persistent segment of the investor base demanding greater transparency and action on environmental, social, and governance issues.
— Shareholder Rights Limitations: The rejection of the proposal to lower the threshold for calling special meetings suggests a potential disconnect between management/majority shareholders and a minority seeking enhanced shareholder rights, which could lead to ongoing governance debates.