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Chevron Corp (CVX) holds its 2026 annual shareholder meeting on . The board is presenting 12 director nominees, of whom 10 are designated as independent. Shareholders will vote on 6 proposals: 3 management-sponsored and 3 shareholder-sponsored. The record date is .
- Chevron Corp (CVX) holds its 2026 annual shareholder meeting on .
- The record date — the cutoff for shareholders eligible to vote — is .
- The board is presenting 12 director nominees, of whom 10 are designated as independent.
- Shareholders will vote on 6 proposals, of which 3 are shareholder-sponsored.
- Boardroom Alpha's board rating for CVX is B-.
- CVX trailing-12-month total shareholder return: +48.4%.
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| Holder | % of shares | Position value |
|---|---|---|
| Point72 Asset Management, L.P. Activist | 5.26% | $217M |
| D. E. Shaw Co., Inc. Activist | 1.93% | $80M |
| D. E. Shaw Co., Inc. Activist | 1.55% | $64M |
| Ancora Advisors LLC Activist | 0.75% | $31M |
| Ancora Advisors LLC Activist | 0.48% | $20M |
| STATE STREET CORP | 768.92% | $31.68B |
| VANGUARD CAPITAL MANAGEMENT LLC | 615.01% | $25.34B |
| BERKSHIRE HATHAWAY INC | 292.49% | $12.05B |
| BlackRock, Inc. | 278.30% | $11.47B |
| VANGUARD PORTFOLIO MANAGEMENT LLC | 212.46% | $8.75B |
The 2026 annual meeting slate for Chevron Corp (CVX) includes: Wanda M. Austin (independent), John B. Frank (independent), Enrique Hernandez, Jr. (independent), John B. Hess (not independent), Marillyn A. Hewson (independent), Thomas W. Horton (independent), Jon M. Huntsman Jr. (independent), Dambisa F. Moyo (independent), Debra Reed-Klages (independent), D. James Umpleby III (independent), Cynthia J. Warner (independent), Michael K. Wirth (not independent).
| Nominee | Independence | Risk forecast | Background |
|---|---|---|---|
| Wanda M. Austin | Independent | Healthy
Prior 97.7%
|
Mary E. Klotman is the Executive Vice President for Health Affairs and Dean of Duke's School of Medicine, overseeing significant business transactions with Amgen.
|
| John B. Frank | Independent | — |
No matched profile.
|
| Enrique Hernandez, Jr. | Independent | Healthy
Prior 94.6% ↑ expected better
|
Hernandez served as Chairman and CEO of Inter-Con Security Systems from 1986 to 2021 and currently serves as Executive Chairman.
|
| John B. Hess | Not independent | Healthy
First-time nominee
|
Former Chairman and CEO of Hess Corporation from 1995 to 2025, and Chairman and CEO of Hess Midstream LP from 2014 to 2025.
|
| Marillyn A. Hewson | Independent | Healthy
Prior 98.2%
|
Retired Chairman, President, and CEO of Lockheed Martin Corporation, leading the company from 2013 to 2021.
|
| Thomas W. Horton | Independent | Healthy
First-time nominee
|
Horton served as CEO of American Airlines and has held CFO roles in major global companies, bringing over 30 years of leadership experience in finance and risk management.
|
| Jon M. Huntsman Jr. | Independent | Healthy
Prior 92.1% ↑ expected better
|
No relevant facts available.
|
| Dambisa F. Moyo | Independent | Healthy
Prior 98.0%
|
Dambisa Moyo was CEO of Mildstorm LLC from 2015 to 2021 and is a member of the House of Lords in the UK.
|
| Debra Reed-Klages | Independent | — |
Former Chairman and CEO of Sempra Energy from 2011 to 2018, with additional board roles at Chevron and Lockheed Martin.
|
| D. James Umpleby III | Independent | — |
CEO of Caterpillar since 2017 and Chairman since 2018, previously Group President overseeing the Energy & Transportation segment from 2013 to 2016.
|
| Cynthia J. Warner | Independent | Healthy
Prior 97.8%
|
Former President and CEO of Renewable Energy Group, Inc.
|
| Michael K. Wirth | Not independent | Healthy
Prior 95.7% ↑ expected better
|
Michael Wirth has been Chairman and CEO of Chevron since February 2018, previously serving as Vice Chairman and Executive Vice President of Midstream & Development.
|
The 2026 annual meeting for Chevron Corp (CVX) carries 6 proposals: (1) Elect 12 Directors named in this Proxy Statement — proposed by the board with the board recommending for; (2) Ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2026 — proposed by the board with the board recommending for; (3) Approve, on an advisory basis, Named Executive Officer compensation — proposed by the board with the board recommending for; (4) Adopt an Independent Chair — proposed by a shareholder with the board recommending against; (5) Report on Indigenous Peoples’ Rights — proposed by a shareholder with the board recommending against; (6) Commission a Third-Party Report on Human Rights Processes — proposed by a shareholder with the board recommending against.
| #1 |
Elect 12 Directors named in this Proxy Statement
Management For
Elect the 12 director nominees named in the proxy statement to serve one-year terms.
|
| #2 |
Ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2026
Management For
Ratify the Board’s selection of PwC as Chevron’s independent registered public accounting firm for 2026.
|
| #3 |
Approve, on an advisory basis, Named Executive Officer compensation
Management For
Advisory (non-binding) vote to approve the compensation paid to Chevron’s Named Executive Officers as disclosed in the proxy statement.
Detail ›This non-binding management proposal asks shareholders to approve Chevron’s executive compensation program as disclosed in the Compensation Discussion and Analysis and related tables. Management seeks this advisory endorsement to confirm stockholder support for its pay philosophy: competitive pay aligned to market peers, a balance of short- and long-term incentives, pay-for-performance tied to absolute and relative measures (including TSR and ROCE), and governance features (stock ownership guidelines, clawback provisions, and independent committee oversight). The Board emphasizes that most executive pay is at risk and linked to multi-year performance through LTIP instruments and annual incentives tied to Company metrics including financial results, capital and cost management, operational and safety performance, and lower-carbon objectives. The Board also notes that the company engaged in robust stockholder outreach and received 94.0% support on the prior say-on-pay, using that feedback in program design and disclosure. The recommendation to vote FOR is grounded in the Board’s view that these programs align management incentives with long-term shareholder value while maintaining retention and market competitiveness. The proposal is advisory only, and the Board and Management Compensation Committee will consider the vote outcome when making future compensation decisions. The Board’s rationale highlights the role of independent oversight by the Management Compensation Committee, use of an independent compensation consultant, and risk-management controls to avoid incentives that could encourage excessive risk-taking. In sum, the proposal is a standard annual say-on-pay vote seeking ratification of the disclosed compensation approach and supporting governance processes.
|
| #4 |
Adopt an Independent Chair
Shareholder Against
Stockholder proposal requesting that the Board adopt a policy requiring separate Chair and CEO roles and, when possible, an independent Chair.
|
| #5 |
Report on Indigenous Peoples’ Rights
Shareholder Against
Stockholder proposal requesting Chevron publish a report evaluating effectiveness of its policies, practices, and performance indicators in respecting Indigenous Peoples’ rights consistent with U… more ›Stockholder proposal requesting Chevron publish a report evaluating effectiveness of its policies, practices, and performance indicators in respecting Indigenous Peoples’ rights consistent with UNDRIP and FPIC, including remediation processes.
|
| #6 |
Commission a Third-Party Report on Human Rights Processes
Shareholder Against
Stockholder proposal requesting an independent third-party assessment of Chevron’s due diligence processes to identify, assess, and mitigate human rights risks from customers, counterparties, and… more ›Stockholder proposal requesting an independent third-party assessment of Chevron’s due diligence processes to identify, assess, and mitigate human rights risks from customers, counterparties, and business partners, with stakeholder consultation.
|
| Quarterly report (10-Q) | View › | |
| Definitive proxy (DEF 14A) | View › | |
| Annual report (10-K) | View › | |
| Quarterly report (10-Q) | View › | |
| Quarterly report (10-Q) | View › | |
| Definitive proxy (DEF 14A) | View › |
About the risk forecast
The risk forecast scores each director on the company’s slate against Boardroom Alpha’s YoY Director-Vote Forecast model — three XGBoost classifiers that estimate the probability the director’s vote support falls below 70%, 80%, and 90% at the upcoming annual meeting, augmented by a five-rule governance escalation layer (overboarding, audit-committee composition, prior dissent, and others).
Bands map to those probability thresholds:
- Crisis — high probability of vote support below 70%. Rare.
- Material — high probability of below 80%. The primary screening threshold.
- Elevated — significant elevated risk of dissent.
- Watch — even a mild withhold is detectable. Informational.
- Healthy — no signal of meaningful dissent.
Prior is the director’s most-recent vote-support percentage at this same board. Direction compares the forecast to that prior vote: ↑ expected better means more support than last year; ↓ expected worse means less.
Forecast applies only to non-contested annual proxies (DEF 14A). Contested situations are tracked separately on the contested-proxy pipeline. The model is retrained nightly; bands shown reflect the most recent run.
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