Chevron Amends Corporate Bylaws for Board Governance Following Hess Acquisition

Chevron Corporation has amended and restated its corporate By-Laws to modify the criteria for directors eligible to elect key board leadership positions. The change replaces the term "independent Directors" with "non-employee Directors" for the purposes of electing the Chairman, Lead Director, and Vice Chairman.

This amendment was implemented to allow director John Hess, who joined the Board following the acquisition of Hess Corporation, to fully participate in board governance. While Mr. Hess is a non-employee director, he does not meet the New York Stock Exchange (NYSE) definition of an "independent director" due to certain transactions related to the acquisition.

Key Details

• Effective Date: The amended and restated By-Laws were effective as of March 25, 2026.
• Governance Change: The power to elect the Chairman, and when applicable, the Lead Director and a Vice Chairman, now resides with the non-employee Directors.
• Reason for Change: To enable full board service participation by director John Hess, whose involvement the Board has determined is beneficial to Chevron, while maintaining compliance with NYSE requirements.