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SCHEDULE 14A

(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES

EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant |X|

Filed by a Party other than the Registrant | |

Check the appropriate box:

|X| Preliminary Proxy Statement | | Confidential, For Use of the Com-

mission Only (as permitted by

Rule 14a-6(e)(2))

| | Definitive Proxy Statement

| | Definitive Additional Materials

| | Soliciting Material Under Rule 14a-12


CHEVRON CORPORATION

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(Name of Registrant as Specified in Its Charter)

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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):

|X| No fee required.

| | Fee computed on table below per Exchange Act Rules 14a-6(i)(l) and 0-11.

(1) Title of each class of securities to which transaction applies:
--------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
--------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed

pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee

is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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| | Fee paid previously with preliminary materials:
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|| Check box if any part of the fee is offset as provided by Exchange Act

Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid

previously. Identify the previous filing by registration statement number, or

the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement no.:
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(3) Filing Party:
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(4) Date Filed:


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[CHEVRON LOGO]
CHEVRON CORPORATION
Notice of the

2001 Annual Meeting

and the

2001 Proxy Statement
3
TABLE OF CONTENTS

Notice of the 2001 Annual Meeting of Stockholders
Information About Attending
2001 Proxy Statement........................................ 1
General Information......................................... 1

- Appointment of Proxy Holders............................. 1

- Methods of Voting........................................ 1

- Vote Required and Method of Counting..................... 2

- Confidential Voting...................................... 2

- Method and Cost of Soliciting and Tabulating Votes....... 3

- Multiple Copies of Annual Report to Stockholders......... 3

- Electronic Access to Proxy Materials and Annual Report... 3
Election of Directors (Item 1 on the proxy form)............ 4

- Nominees for Directors................................... 4
Board Governance and Operations............................. 8

- Board Governance......................................... 8

- Board Structure.......................................... 8

- Board Meetings and Attendance............................ 8

- Board Committee Structure................................ 8

- Board Committee Meetings and Functions................... 9
Audit Committee Report...................................... 10
Directors' Compensation..................................... 11

- Stock Compensation....................................... 11

- Cash Compensation........................................ 11

- Deferrals of Cash Compensation........................... 11

- Expenses................................................. 11
Stock Ownership Information................................. 12

- Directors' and Executive Officers' Stock Ownership....... 12

- Section 16(a) Beneficial Ownership Reporting

Compliance................................................ 12
Executive Compensation...................................... 13

- Management Compensation Committee Report on Executive

Compensation.............................................. 13

- Summary Compensation Table............................... 18

- Long-Term Incentive Plan--2000 Performance Unit Awards

Table..................................................... 18

- Option Grants in Last Fiscal Year Table.................. 19

- Aggregated Option Exercises in Last Fiscal Year and

Fiscal Year-end Option Values Table....................... 19

- Pension Plan Table....................................... 20

- Termination of Employment and Change-in-Control

Arrangements.............................................. 21

- Performance Graph........................................ 22
Matters Relating to Texaco Inc. ............................ 23

- The Proposed Merger...................................... 23

- Beneficial Ownership of Chevron Stock.................... 23

- Business Relationships Between Chevron and Texaco........ 23
Increase Shares of Chevron Stock (Item 2 on the proxy

form)..................................................... 25
Ratification of Accountants (Item 3 on the proxy form)...... 27
Submission of Future Stockholder Proposals.................. 29

4
Stockholder Proposals (Items 4 through 6 on the proxy

form)..................................................... 30

- To eliminate Bioaccumulative Halogenated Pollutants...... 30

- To report on Potential Environmental Damage to ANWR...... 32

- To report on Greenhouse Gas Emissions.................... 34
Other Matters............................................... 36
Appendix A: Audit Committee Charter......................... 37

5
[CHEVRON LOGO]
NOTICE OF THE

2001 ANNUAL MEETING OF STOCKHOLDERS
MEETING DATE:

April 25, 2001

MEETING TIME:

9:30 a.m., PDT

LOCATION: Los Angeles Marriott Downtown

333 South Figueroa Street

Los Angeles, CA 90071
RECORD DATE: February 26, 2001
AGENDA:
- To elect nine Directors;
- To vote upon the proposal to increase the number of authorized shares of

Chevron Stock
- To ratify the Board's appointment of independent public accountants;
- To take action on the stockholder proposals; and
- To transact any other business that may be properly brought before the

Annual Meeting.
ADMISSION
All stockholders and representatives whom stockholders have authorized in

writing are cordially invited to attend the 2001 Annual Meeting. We will hold

the Annual Meeting at the Los Angeles Marriott Downtown in Los Angeles,

California. Please refer to the next page for information about attending the

Annual Meeting.
VOTING
Stockholders owning Chevron Stock at the close of business on the Record Date,

or a representative whom a stockholder has authorized in writing, are entitled

to vote at the Annual Meeting. Please refer to page 2 of the proxy statement for

an explanation of Chevron's confidential voting procedures.
STOCKHOLDER LIST
Chevron will make available on the Meeting Date at the Los Angeles Marriott

Downtown in Los Angeles, a list of stockholders as of the Record Date. It will

also make the list available for ten days prior to the Annual Meeting, between

the hours of 9:00 a.m. and 4:00 p.m. at the office of Mellon Investor Services,

400 South Hope Street, Los Angeles, California 90071. A stockholder may examine

the list for any legally valid purpose related to the Annual Meeting.
We are distributing this proxy statement, proxy form and Chevron's 2000 Annual

Report to Stockholders on or about March 21, 2001.
By Order of the Board of Directors,
SIGNATURE

Lydia I. Beebe

Corporate Secretary
6
INFORMATION ABOUT ATTENDING

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We will hold the Annual Meeting at the Los Angeles Marriott Downtown in Los

Angeles, California.
Stockholders must present a ticket to be admitted to the Annual Meeting. For

stockholders of record, your parking and admission ticket is the detachable

portion of your proxy form.
For stockholders who hold shares through a brokerage firm, bank or other holder

of record, your ticket is the copy of your latest account statement showing your

Chevron Stock balance. Please present your account statement to the registration

area at the Annual Meeting.
We will have headsets available at the Annual Meeting for stockholders with

impaired hearing. If you require other special accommodations at the Annual

Meeting due to a disability, please identify your specific need in writing to

the Corporate Secretary at 575 Market Street, San Francisco, CA 94105 by April

XX, 2001.
Directions to the Los Angeles Marriott Downtown
FROM THE WEST

Take Santa Monica Freeway (10) East to Harbor Freeway (110) North; Exit 9th

Street (one way into downtown); Turn left onto Figueroa
FROM THE EAST

Take the San Bernardino Freeway (10) or Pomona (60) West to Santa Monica Freeway

(10) to; Harbor Freeway (110) North; Exit 9th Street (one way into downtown);

Turn left onto Figueroa
FROM THE VALLEY

Take Hollywood Freeway (101) or Golden State Freeway (5) South to Harbor Freeway

(110) South; Exit Wilshire Boulevard; Turn left onto Wilshire; Turn left onto

Figueroa
FROM ORANGE COUNTY

Take the Santa Ana (5) Freeway, North to the Santa Monica Freeway (10) West;

Harbor Freeway (110) North; Exit 9th Street (one way into downtown); Turn Left

onto Figueroa
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March 21, 2001 CHEVRON CORPORATION

575 Market Street

San Francisco, California

94105
2001 PROXY STATEMENT
GENERAL INFORMATION

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APPOINTMENT OF PROXY HOLDERS
Your Board of Directors asks you to appoint Samuel H. Armacost, Carla A. Hills

and David J. O'Reilly as your proxy holders to vote your shares at the 2001

Annual Meeting of Stockholders. YOU MAKE THIS APPOINTMENT BY VOTING THE ENCLOSED

PROXY FORM USING ONE OF THE METHODS OF VOTING DESCRIBED BELOW.
If appointed by you, the proxy holders will vote your shares as you direct on

the matters described in this proxy statement. In the absence of your direction,

they will vote your shares as recommended by your Board.
Unless you otherwise indicate on the proxy form or during the telephone or

Internet voting procedures, you also authorize your proxy holders to vote your

shares on any matters not known by your Board at the time this proxy statement

was printed and which, under Chevron's By-laws, may be properly presented for

action at the Annual Meeting.
You may also vote in person at the Annual Meeting. However, your Board

recommends that you vote by appointing the proxy holders as it is not practical

for most stockholders to attend the Annual Meeting. YOUR BOARD STRONGLY

ENCOURAGES YOU TO EXERCISE YOUR RIGHT TO VOTE BY USING ONE OF THE METHODS OF

VOTING DESCRIBED BELOW. Voting early helps ensure that Chevron receives a quorum

of shares necessary to hold the Annual Meeting without a second mailing.
METHODS OF VOTING
- VOTING BY MAIL. Stockholders may sign, date and return their proxy forms in

the pre-addressed, postage-paid envelope provided.
- VOTING BY TELEPHONE OR THE INTERNET. If you have stock certificates issued in

your own name, you may vote by proxy by using the toll-free number or at the

Internet address listed on the proxy form. Telephone and Internet voting are

also available to those of you who own shares held in the Chevron Profit

Sharing/Savings Plan.
The telephone and Internet voting procedures are designed to verify your vote

through the use of a Control Number that is provided on each proxy form. The

procedures also allow you to vote your shares and to confirm that your

instructions have been properly recorded. Please see your proxy form for

specific instructions.
Stockholders whose shares are held through a brokerage firm, bank or other

holder of record may vote by telephone or the Internet only if the holder of

record offers those options.
REVOKING YOUR VOTING INSTRUCTIONS TO YOUR PROXY HOLDERS. If you have

certificates issued in your own name and you vote by proxy using the mail, the

Internet or a telephone,
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you may later revoke your proxy instructions by:
-- sending a written statement to that effect to the Corporate

Secretary;
-- submitting a proxy form with a later date signed as your name

appears on the stock account;
-- voting at a later time by telephone or the Internet; or
-- voting in person at the Annual Meeting (except for shares held

through a brokerage firm, bank or other holder of record).
If you have shares held through a brokerage firm, bank or other holder of

record, and you vote by proxy, you may later revoke your proxy instructions by

informing the holder of record in accordance with that entity's procedures.
VOTE REQUIRED AND METHOD OF COUNTING
At the close of business on the Record Date, there were XXX,XXX,XXX shares of

Chevron Stock outstanding and entitled to vote at the Annual Meeting. Each

outstanding share is entitled to cast one vote.
A quorum, which is a majority of the outstanding shares as of the Record Date,

must be present to hold the Annual Meeting. A quorum is calculated based on the

number of shares represented by the stockholders attending in person and by

their proxy holders. If you indicate an abstention as your voting preference in

all matters, your shares will be counted toward a quorum but they will not be

voted on any matter.
The vote required and method of calculation is as follows for the various

business matters to be considered at the Annual Meeting:
ITEM 1--ELECTION OF DIRECTORS

Each outstanding share of Chevron Stock is entitled to cast one vote for as many
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