Chevron Corporation
Extract: Bylaws Amended/Restated (Plain English Desc) from a 8-K on 09/27/2019   Download
SEC Document
SEC Filing
The Board of Directors (the “Board”) of Chevron Corporation (the “Corporation”) amended and restated the Corporation’s By-Laws (“By-Laws”), effective September 25, 2019. Following is a summary of the substantive changes:

Revised Article I, Section 3. Chairman of the Board and Article I, Section 5. Authorized Meetings of the Board to provide flexibility on the timing of the annual meeting of the Board;
Revised Article I, Section 5. Authorized Meetings of the Board to provide that the Lead Director (if any) may call a special meeting of the Board;
Revised Article IV, Section 2. Conduct of Meetings to clarify that the Chairman, or such other person presiding at a meeting, may adjourn or recess meetings of stockholders;
Added to Article IV, Section 6. Notice of Stockholder Business and Nominations a requirement that director nominees under that section provide the same written representations and (if requested by the Corporation) written questionnaires required for proxy access nominees, and a requirement that stockholders submitting nominees under the advance notice and proxy access bylaws disclose information about their ownership of the Corporation’s debt securities; and
Revised Article VIII Indemnification to exclude agents from the category of persons for which advancement of expenses is required.

The amendments also include minor additional clarifications and updates that are immaterial.