Chevron amends bylaws to let non-independent directors elect board leadership after Hess deal

Filed March 25, 2026 · Period ending March 25, 2026 · ~1 min read

Key Changes

• medium

  Board changed bylaws so non-employee directors (not just independent ones) can elect Chairman and Lead Director, enabling John Hess to participate in leadership votes despite lacking NYSE independence due to acquisition-related transactions.

  Item 5.03 — Amendments to Articles of Incorporation or Bylaws verify on EDGAR →
• medium

  John Hess joined Chevron's board following the Hess Corporation acquisition but doesn't meet NYSE independence standards due to deal-related transactions Chevron describes as immaterial.

  Item 5.03 — Amendments to Articles of Incorporation or Bylaws verify on EDGAR →
• low

  Amendment also allows non-employee directors to elect a Vice Chairman, expanding governance flexibility beyond prior independent-director-only structure.

  Item 5.03 — Amendments to Articles of Incorporation or Bylaws verify on EDGAR →