Right of Shareholders to Call Special Meetings | Interfaith Center on Corporate Responsibility

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<h4>Resolution Details</h4>
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<strong>Company:</strong>
<p>Chevron Corp.</p>
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<strong>Year:</strong>
<p>2025 </p>
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<strong>Issue Area:</strong>
<p>Corporate Governance </p>
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<strong>Focus Area:</strong>
<p>Shareholder Rights </p>
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<strong>Status:</strong>
<p>Filed</p>
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<h2>Resolution Text</h2>
<p class=”p1″><strong>Resolved: </strong>Chevron Corporation stockholders request that the Board of Directors take the steps needed to amend Company bylaws and related governing documents to grant holders of 10% of outstanding common stock the power to call a special shareowners meeting. As fully as permitted, such amendments shall apply equally to shareowners, management, and the Board.</p>
<p class=”p1″><strong>Supporting Statement</strong></p>
<p class=”p2″>Management’s handling of a range of issues has increased both risk and cost to shareholders, which necessitates the protective response of reducing the threshold to call a Special Meeting.</p>
<p class=”p3″>A recent report, Chevron’s Global Destruction,1 documents legal actions filed against Chevron and its subsidiaries globally. Management has dismissed this report without directly responding to its specific claims; however, the report provides evidence that Chevron is liable for $55 billion in judgments, interest, and seizure claims globally.</p>
<p class=”p4″>Perhaps the largest of these issues is the ongoing effort by Ecuadorian communities to enforce a $9.5 billion Constitutional Court judgment against Chevron for devastating oil pollution (the “Ecuadorian Judgment”).</p>
<p class=”p2″>Chevron’s attempt to evade accountability has drawn significant scrutiny, including a December 11, 2024 letter from members of the U.S. Congress2 to President Joe Biden urging a pardon for the Ecuadorian’s attorney Steven Donziger. This letter describes how Chevron targeted Mr. Donziger through a highly controversial and very damaging RICO proceeding. Chevron’s actions have been widely viewed as corporate retaliation for Mr. Donziger’s legal efforts on behalf of his clients to enforce the Ecuadorian Judgment – a Chevron tactic viewed by many as threatening free speech. The December 11th Congressional letter underscores how corporate actions like these can undermine trust in judicial process as well as corporate governance.</p>
<p class=”p6″>Chevron’s principal witness in the RICO proceeding was <strong>Alberto Guerra</strong>, who later recanted his testimony and admitted:</p>

Having received nearly $500,000 in payments from Chevron; and
That Chevron’s law firm – <strong>Gibson Dunn & Crutcher </strong>– coached him more than 50 times ahead of delivering false testimony.

<p class=”p3″>CEO/board chair Michael Wirth has been silent when questioned by Congress whether he approved the use of shareholder funds to obtain false testimony.</p>
<p class=”p9″>Mr. Wirth has also not responded to Congress’ question regarding why Chevron spent $40 million to remediate oil pollution, but now claims there is no scientific evidence of contamination. Likewise, Mr. Wirth has refused to answer questions on how much money Chevron has spent on litigation and public relations regarding the Ecuador matter.</p>
<p class=”p10″>Though Chevron has struggled to escape responsibility in Ecuador, the strategy has escalated reputational risks. The targeting of Mr. Donziger – actions condemned by international human rights experts – raises broader concerns about Chevron’s respect for legal process and commitment to ethical norms.</p>
<p class=”p3″>Because these matters demonstrate recurring lapses in judgment, and constitute evidence of accountability gaps in the corporate C-suite, shareholders seek the enhanced remedy of a 10% special meeting threshold.</p>
<p class=”p11″><strong>Therefore, please vote FOR </strong>this Special Meeting proposal.</p>
<p class=”p13″><strong>1  </strong>https://docs.house.gov/meetings/GO/GO00/20211028/114185/HHRG-117-GO00-20211028-SD018.pdf</p>
<p class=”p14″><strong>2  </strong>https://mcgovern.house.gov/UploadedFiles/McGovern_letter_to_POTUS_12.11.2024.pdf</p>

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<h3>Lead Filer</h3>
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<div class=”views-field views-field-nothing”><span class=”field-content”> Bruce Herbert, AIF</span></div><div class=”views-field views-field-title views-field-field-shareholder”><span class=”field-content”>Newground Social Investment</span></div>
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