Chevron Corporation (CVX, Financial) has announced significant amendments to its corporate By-Laws, as approved by the Board of Directors on December 4, 2024. These changes are aimed at refining the governance framework of the company, ensuring greater flexibility and alignment with contemporary corporate governance practices.
The amendments include a revision to Article IV, Section 3, which removes the requirement for a Director to submit an offer of resignation if they do not receive a majority vote in an uncontested Director election. This aspect will continue to be addressed within the Corporation’s Corporate Governance Guidelines, allowing for a more streamlined approach to director elections.
Additionally, Article IV, Section 7(n) has been amended to eliminate the provision that any interpretation or determination under the proxy access By-law, if adopted in good faith by the Board or any authorized person or body, shall be binding on all parties, including the Corporation and its stockholders. This change is intended to provide more flexibility in the interpretation and application of proxy access rules.
These amendments reflect Chevron's commitment to maintaining robust governance standards while adapting to evolving regulatory and market environments. The updated By-Laws are effective immediately as of December 4, 2024.
For more detailed information on these changes, interested parties are encouraged to review the full By-Laws document filed with the Securities and Exchange Commission.
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