UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 27, 2010
(Exact name of registrant as specified in its charter)
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| Delaware
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1-368-2
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94-0890210 |
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(State or Other Jurisdiction
of Incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification No.) |
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| 6001 Bollinger Canyon Road, San Ramon, CA
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94583 |
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| (Address of Principal Executive Offices)
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(Zip Code) |
Registrant’s telephone number, including area code: (925) 842-1000
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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| Item 5.02 |
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Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers. |
(b) and (c) As described in the press release that is attached hereto as
Exhibit 99.1 and incorporated herein by reference, on January 27, 2010, Mark A.
Humphrey, Vice President and Comptroller of Chevron Corporation (“Chevron”), elected to retire
to be effective March 31, 2010. Also on January 27, 2010, to be effective
April 1, 2010, the Chevron Board of Directors appointed Matthew J. Foehr to the
position of Vice President and Comptroller of Chevron.
(e) On January 27, 2010, the independent Directors of the Chevron Board of
Directors approved the grant of 340,000 stock options and 53,000 performance
shares to J.S. Watson, Chairman and Chief Executive Officer, and ratified the
following grants by the Management Compensation Committee under the Long Term
Incentive Plan of Chevron Corporation (“LTIP”): P.E. Yarrington, Vice President
and Chief Financial Officer, 135,000 stock options and 21,000 performance
shares; and G.L. Kirkland, Vice Chairman and Executive Vice President, 190,000
stock options and 30,000 performance shares. Chevron does not have employment
agreements with any of the foregoing executive officers.
The stock options have a ten year term, and one-third of the grant vests at
each anniversary of the date of grant, except as described below in the last
paragraph. The exercise price for the stock options is $73.70 per share, which
is based on the closing price of Chevron’s common stock on January 27, 2010,
the date of grant.
The performance shares may result in a payout at the end of the three-year
performance period (January 1, 2010 through December 31, 2012) depending upon
Chevron’s Total Stockholder Return (TSR) for the performance period as compared
to the TSR of each company in Chevron’s peer group (BP p.l.c., Exxon Mobil
Corporation, Royal Dutch Shell p.l.c. and ConocoPhillips). The cash payout, if
any, will occur in an amount equal to the number of performance shares
multiplied by the 20-day trailing average price of Chevron common stock at the
end of the performance period multiplied by a performance modifier. The
performance modifier is based on Chevron’s TSR ranking for the three-year
period compared to the TSR of each company in Chevron’s peer group as follows
(from best TSR to lowest TSR): 200 percent, 150 percent, 100 percent, 50
percent or zero percent. If the difference between Chevron’s TSR and the TSR of
any higher or lower member of the peer group is less than one percentage point
(rounded to one decimal point), the modifier will be the average of the sum of
all the modifiers for Chevron and for such other members of the peer group that
fall less than one percentage point (rounded to one decimal point) higher or
lower than Chevron.
Since Mr. Kirkland has more than 90 points (the sum of years of age and years
of service) under the LTIP, all unvested outstanding stock options and
performance shares held for at least one year from the January 27, 2010 date of
grant will vest upon the separation from service for any reason other than for
cause as defined under the LTIP rules. Since Ms. Yarrington and
Mr. Watson each have
more than 75 points under the LTIP, all unvested outstanding options and
performance shares held for at least one year from the January 27, 2010 date of
grant will vest on a pro rata basis (the number of outstanding shares
underlying the award multiplied by the number of whole months from the grant
date to the separation from service date, divided by 36) upon the separation
from service for any reason other than for cause as defined under the LTIP
rules.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibit
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99.1 |
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Press Release dated February 1, 2010. |