CHEVRON CORP 8-K

What Happened Chevron Corporation filed an 8-K on March 25, 2026, reporting that its Board approved and adopted amended and restated By‑Laws effective March 25, 2026. The amendments specify that non‑employee directors (rather than NYSE‑defined independent directors) will elect the Chairman each year and, when applicable, the Lead Director, and may elect a Vice Chairman. The change was made following Chevron’s acquisition of Hess Corporation and the appointment of John Hess as a non‑employee director who does not meet the NYSE “independent director” definition due to acquisition‑related transactions that are not material to either party.

Key Details

• By‑Laws amended and restated effective March 25, 2026 (Article I, Section 3 and Section 4).
• Non‑employee directors now elect the Chairman annually and, when applicable, the Lead Director; they also may elect a Vice Chairman.
• Change intended to permit non‑employee director John Hess to fully participate in specified Board leadership activities while maintaining NYSE compliance.
• Exhibit filed: Amended and restated By‑Laws (Exhibit 3.2).

Why It Matters This is a governance change that clarifies who on Chevron’s Board can select key leadership roles. For investors, it signals the Board’s steps to integrate leadership participation by a newly added non‑employee director following the Hess acquisition, while aiming to remain within NYSE rules. The amendment could affect Board dynamics and how leadership roles are chosen, but it does not itself change management, financials, or operational strategy.