Kind PX14A6G CHEVRON CORP Filed by: Arjuna Capital


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United States Securities and Trade Fee
Washington, D.C. 20549

 

NOTICE OF EXEMPT SOLICITATION
Pursuant to Rule 14a-103

 

Title of the Registrant: Chevron Company

 

Title of individuals counting on exemption: Arjuna Capital

 

Handle of individuals counting on exemption: 1 Elm
St. Manchester, MA 01944

 

Written supplies are submitted pursuant to Rule 14a-6(g) (1) promulgated
below the Securities Trade Act of 1934. Submission is just not required of this filer below the phrases of the Rule, however is made voluntarily
within the curiosity of public disclosure and consideration of those necessary points.

 

 

SHAREHOLDER
REBUTTAL TO CHEVRON CORP.

 

Arjuna Capital and The Shareholder Commons urge you to vote FOR
Proposal 6
on the proxy, the shareholder proposal requesting the Board to transform Chevron Corp. from a traditional company to
a public profit company (PBC).

 

Arjuna Capital is a sustainable and influence funding agency
that works with high-net-worth traders and establishments to take a position their belongings with a lens towards Environmental, Social, and Governance
(ESG) threat and alternative. Arjuna Capital filed Proposal 6 for the good thing about its purchasers invested in diversified funding portfolios
and on behalf of managing companion and shopper Adam Seitchik.

 

The Shareholder Commons is a non-profit group that seeks to
shift the paradigm of investor considering away from a slim and dangerous give attention to particular person firm worth in direction of a systems-first method
to investing that higher serves beneficiaries.

 

*          *          *          *          *

 

“Chevron’s goal is to ship increased returns, decrease
carbon.”

 

Chevron 2021 Proxy Assertion

 

With this straightforward assertion, Chevron Corp. demonstrates the pressing want
for conversion to a PBC. Regardless of the severity of the local weather disaster, Chevron intends to decrease its carbon emissions solely to the extent
it may well accomplish that whereas preserving increased monetary returns to shareholders
. This isn’t acceptable. If increased returns imply that Chevron
can not align with a 1.5 ℃ state of affairs, that’s dangerous for the planet, dangerous for individuals, and dangerous for Chevron’s diversified shareholders,
who depend on a secure local weather and wholesome economic system to help their many investments.

 

As a PBC, Chevron will be capable of reverse this misguided goal,
align its objectives with planetary boundaries and say:

 

“Chevron’s goal is to do all the pieces vital
to align with planetary warming of not more than 1.5℃, and ship the best returns obtainable inside that framework.”

 

 

 

   

 

 

We clarify in additional element under.

 

Abstract

  

Proposal

 

The Proposal requests the board of administrators to take steps vital
to transform Chevron Corp. (“Chevron”) to a public profit company (PBC). A PBC operates identical to a traditional company,
besides that it may well make selections that promote the pursuits of stakeholders, akin to workers and communities, with out having to justify
these selections as additionally advancing shareholders’ curiosity in receiving earnings and monetary beneficial properties from the company.

 

Administration Misses the Level

 

The aim of the Proposal is to deal with a pressure between the necessity
for firms to authentically account for all of their impacts and a perceived authorized requirement to privilege monetary return to
shareholders over some other stakeholder curiosity. This requirement is mirrored in Chevron’s goal as quoted above. The Proposal’s
advised decision—conversion to a public profit company—has been celebrated by Leo Strine, the main company commentator
of his era and the previous Chief Justice of Delaware, the state wherein Chevron is integrated. Chief Justice Strine has argued
that conversion to PBC standing might resolve the contradiction between the company-first shareholder primacy of typical company
legislation and the necessity for firms to account for the complete influence of their enterprise operations:

 

So easy methods to resolve this authorized deadlock? A current innovation presents
a wise reply. … [T]he profit company — [] places authorized power behind the concept that a enterprise ought to have a optimistic
function, decide to do no hurt, search sustainable wealth creation, and deal with all its stakeholders with equal respect.1

 

In its opposition assertion, Chevron demonstrates that it has not even
thought-about the hole between what it may well do to deal with stakeholder pursuits in its present, typical company kind and what it will
be capable of do as a PBC.

 

 

Why You Ought to Help this Decision

 

Nearly all of Chevron’s shareholders are diversified traders
who depend upon an economic system that succeeds for everybody over the long run.
As a PBC, Chevron will be capable of account immediately for the
long-term dangers created by company selections that have an effect on a number of stakeholders and the general economic system, one thing it can not do now.
This flexibility will enable Chevron to guard you as a diversified shareholder by limiting actions that undermine the wholesome techniques
vital for a profitable economic system, even when such limits haven’t been justified primarily based on their anticipated influence on the Firm’s
personal long- or short-term charges of return. As a traditional company, administrators could concern they’ll breach their fiduciary duties if
they make selections which may undercut the person firm’s monetary returns for the sake of broader market or systemic issues.

 

 

                                                           

1
Robert G. Eccles, Leo E. Strine, and Timothy Youmans, Three Methods to Put Your Company Objective into Motion, Harvard
Enterprise Assessment
(Might 13, 2020), obtainable at https://hbr.org/2020/05/3-ways-to-put-your-corporate-purpose-into-action.

 

 

   

 

 

Why the PBC construction is best for Chevron shareholders

 

Standard company legislation is interpreted to require companies to
prioritize the pursuits of their shareholders in monetary returns from the corporate. As a number one Delaware legislation agency defined, “If
the pursuits of the stockholders and the opposite constituencies battle… the board’s fiduciary duties require it to behave in
a fashion that furthers the pursuits of the stockholders.”2 This rule, known as “shareholder primacy,” has
been interpreted by the courts to require an organization to optimize long-term monetary returns to shareholders, in the end acquired by means of
dividends, buybacks, and inventory appreciation. However this company-first method fails to acknowledge that a person firm could revenue
from exercise that undermines the social and environmental cloth upon which the overwhelming majority of diversified shareholders rely
.
And it’s this method that has pushed Chevron to declare that it’s going to solely scale back emissions to the extent it may well accomplish that whereas delivering
“increased returns.”

 

The Drawback with Firm-First Shareholder Primacy

 

The stress between company-first shareholder primacy and the wants
of diversified traders is demonstrated by a current research, which decided that publicly listed corporations impose social and environmental
prices on the economic system equal to greater than half of their earnings
. These prices—$2.2 trillion yearly—equal greater than 2.5%
of world GDP.3 From the perspective of a diversified shareholder, these corporations are solely half as precious as their
revenue statements would point out
. That is very true for a extensively held, carbon intense firm like Chevron. Diversified shareholders
are already paying a excessive value for carbon emissions from oil majors. It’s estimated that by 2050, local weather change will scale back GDP by
3%, and this reduces the worth of a diversified portfolio, which bears a linear relationship to GDP.

 

As a traditional company, Chevron is sure to take part on this
shell sport, making earnings that optimize its long-term profitability even whereas participating in actions that put the worldwide economic system at
threat. To the extent that the Chevron carbon footprint creates financial prices that decrease GDP, the worth of shareholders’ portfolios
is diminished. Thus, by requiring Chevron to prioritize monetary return to shareholders above all else, the fiduciary necessities of typical
company legislation threaten the Firm’s personal shareholders, the overwhelming majority of whom are diversified.4In different phrases,
whereas Chevron could improve its remoted return to shareholders by making use of the company-first shareholder primacy mannequin and neglecting
the prices that its carbon emissions externalize, its diversified shareholders will in the end pay these prices.

 

 

                                                           

2
https://www.sec.gov/divisions/corpfin/cf-noaction/14a-8/2021/harringtonjpmorgan020121-14a8.pdf

3
Andrew Howard, SustainEx: Inspecting the social worth of company actions, Schroders (April 2019), obtainable at https://www.schroders.com/en/sysglobalassets/digital/insights/2019/pdfs/sustainability/sustainex/sustainex-short.pdf.

4
Certainly, as of March 15, 2021, Chevron’s prime three holders of its shares have been mutual fund corporations with listed or in any other case broadly
diversified portfolios.

 

 

   

 

 

The PBC Kind Creates Obligations that Defend Diversified Shareholders

 

In distinction to a traditional company, which should function below
the company-first shareholder primacy mannequin, a PBC is anticipated to function in a “accountable and sustainable method,”5
and to steadiness three issues:

 

1. The shareholders’ monetary pursuits;

 

2. The most effective pursuits of these materially affected by the company’s conduct; and

 

3. A public profit or advantages specified within the company’s certificates of incorporation.6

 

This new obligation would enable Chevron to prioritize pursuits of
stakeholders, who could be affected by externalized prices. This alteration in focus would allow Chevron, as a PBC, to scale back its carbon
footprint in a fashion that’s optimized for more healthy techniques and higher monetary returns for diversified shareholders, somewhat than optimizing
for its personal inside fee of return.

 

 

How the New Obligations Might Have an effect on Chevron

 

Chevron is the second largest oil firm in the US, with
a market capitalization of just about $200 billion. The results of local weather change are nicely established and embrace property destruction,
pressured migration, worsened world well being and elevated mortality, meals system disruption, and extra. These outcomes hurt communities, prospects,
workers, suppliers, and shareholders, and degrade lots of the social and environmental techniques upon which thriving economies rely.
In keeping with The Economist Intelligence Unit’s Local weather Change Resilience Index, local weather change might immediately price the world
economic system $7.9 trillion and shave off 3% of world GDP by 2050.7 This drag on GDP immediately reduces the return on a diversified
portfolio over the long run.8

 

To this point, whereas the Firm has taken steps to scale back these prices, it
has carried out so throughout the confines of company-first shareholder primacy, i.e., producing “increased returns.” That is fully evident
in Chevron’s assertion opposing Proposal No. Four on this 12 months’s proxy assertion. That proposal asks Chevron to scale back its Scope
Three emissions (arising from prospects’ use of its merchandise). Such discount within the complete greenhouse gasoline (GHG) emissions from burning
fossil fuels is crucial to curbing local weather change. In response, nevertheless, Chevron has not made a dedication to be accountable to scale back
these emissions in keeping with world wants.

 

 

                                                           

5
8 Del. C. §362.

6
8 Del. C. §365.

7
International economic system will likely be Three p.c smaller by 2050 as a result of lack of local weather resilience, The Economist Intelligence Unit (November 20,
2019), obtainable at https://www.eiu.com/n/global-economy-will-be-3-percent-smaller-by-2050-due-to-lack-of-climate-resilience/.

8 Richard Mattison
et al., Common Possession: Why environmental externalities matter to institutional traders, Appendix IV (demonstrating linear
relationship between GDP and a diversified portfolio) (2011), UNEP Finance Initiative and PRI, obtainable at https://www.unepfi.org/fileadmin/paperwork/universal_ownership_full.pdf.

 

 

   

 

 

The corporate’s disclosures of emissions and coverage positions do
not rise to the problem. Because the proponent of Proposal No. Four has appropriately identified, disclosure of emissions doesn’t result in discount.9
And the opposite named methods—decreasing the carbon depth of manufacturing, selling insurance policies to curtail some use of its product,
offering different applied sciences, and leveraging offsets—merely don’t handle the necessity to scale back its footprint by a adequate
quantity to restrict GHG emissions sufficient to protect our local weather system. Chevron’s failure to truly handle the local weather disaster
could be tied on to its dedication to capturing increased returns as a traditional company.

 

However as Olivier Elamine, CEO of the German REIT Alstria, not too long ago defined,
corporations should make trade-offs to adequately handle local weather change:

 

If reaching the objectives of the Paris Settlement was a superb enterprise
alternative, Elamine continues, it will be taking place at a a lot sooner tempo already: “We have to acknowledge that someplace alongside
the road, it stops being concerning the enterprise alternative – that good enterprise selections alone received’t get us there – and we have to
settle for, collectively, that it’s going to come at a price. Solely then will we be capable of obtain it.”10

 

As a PBC, Chevron would have the choice to take the steps which are
essential to constrain common world warming to 1.5 ℃ (akin to decreasing its fossil-fuel manufacturing), even when the steps can’t be
justified by the board as essentially optimizing its long-term earnings.
Utilizing its enterprise judgment, Chevron’s Board would have
better discretion to take part in genuine long-term options to constrain local weather change and decrease the related impacts to
diversified shareholders.

 

*          *          *          *          *

 

Extra typically, as a PBC, Chevron might take actions that scale back any
variety of externalities to be able to enhance native and world economies and returns to diversified shareholders even when the actions diminished
its long-term inside fee of return. Such actions would possibly contain unilateral discount of manufacturing, an genuine political and public
affect program that supported limits on carbon, or following extra-legal guardrails mediated by shareholders, trade teams, or others.
As a PBC, Chevron wouldn’t be obligated to take these actions, however it will have the choice to take action, increasing the vary of decisions
obtainable to the board and administration to authentically defend the broad pursuits of its diversified shareholders and different stakeholders.

 

 

                                                           

9
Comply with This Rebuttal Letter, obtainable at https://mcusercontent.com/34db8da04bab7a1f942ca1a7d/recordsdata/8e2abcdf-5416-4e78-92a9-d1fd07c724ae/CR2118_Chevron_1_No_Action_Rebuttal.pdf.

10
Sophie Robinson-Tillett, The CEO’s perspective: ‘Absolutely it’s extra accountable to inform the reality than to provide you with
Web Zero claims,’
Accountable Investor (March 29, 2021), obtainable at https://www.responsible-investor.com/articles/the-ceo-s-perspective-surely-it-s-more-responsible-to-tell-the-truth-than-to-come-up-with-net-zero-claims.

 

 

   

 

 

Signing the BRT Assertion alone doesn’t handle company-first
shareholder primacy

 

Chevron’s Dedication below the BRT Assertion

 

In August 2019, the Firm made a dedication to stakeholders by signing
the Enterprise Roundtable Assertion on the Objective of a Company (the BRT Assertion).11 That dedication will stay an empty
promise except Chevron turns into a PBC.

 

Particularly, the assertion says, “Whereas every of our particular person
corporations serves its personal company function, we share a elementary dedication to all of our stakeholders,” together with
prospects, workers, suppliers, and the communities wherein corporations work. Have been Chevron in a position to authentically adhere to the BRT Assertion,
it might handle among the issues created by company-first shareholder primacy. Nevertheless, as defined above, the authorized guidelines that
govern Chevron have been authoritatively interpreted to require it to subordinate necessary stakeholder pursuits once they diverge from
these of the shareholders.

 

As a traditional company, Chevron can not shake the specter of
company-first shareholder primacy and the fixed concern that any vital choice it makes have to be in keeping with optimizing its
monetary return. Thus, the BRT Assertion accomplishes little, nevertheless it does go away Chevron susceptible to the cost of hypocrisy and violation
of belief, as a result of it has publicly made a pledge that it can not adhere to constantly when earnings and systemic dangers collide.

 

Conversion to a PBC would enable Chevron to comply with by means of on the
BRT Assertion, enhance the lives of its stakeholders, and improve the long-term worth of the portfolios of its diversified shareholders.

It will likely be in a position to give attention to the creation of actual worth for all stakeholders and reject earnings that come from the exploitation of susceptible
populations and customary sources. Certainly, as a result of will probably be in a position to give full weight to stakeholder issues, Chevron will earn their
belief and loyalty in a fashion not obtainable to corporations that comply with a company-first shareholder primacy mannequin.12

 

Response to the BRT Assertion Confirms the Advisability of Changing
to a PBC

 

The response to the BRT Assertion’s issuance revealed a level
of skepticism that turned out to be nicely positioned. One skeptical commentator famous that “For lots of the BRT signatories, actually internalizing
the that means of their phrases would require rethinking their complete enterprise.”13 Others famous the significance of the change,
but in addition that it was meaningless with out ending shareholder primacy:

 

 

                                                           

11
https://system.businessroundtable.org/app/uploads/websites/5/2021/02/BRT-Assertion-on-the-Objective-of-a-Company-Feburary-2021-compressed.pdf

12
See Frederick Alexander, Profit Company Legislation and Governance: Pursuing Revenue with Objective
p. 48 (2018) (“The Paradox of the Worth of Dedication: The Concession that
Isn’t”).

13
Andrew Winston, Is the Enterprise Roundtable Assertion Simply Empty Rhetoric?, Harvard Enterprise
Assessment
(August 30, 2019), obtainable at https://hbr.org/2019/08/is-the-business-roundtable-statement-just-empty-rhetoric.

 

 

   

 

 

Making certain that our capitalist system is designed to create a shared
and sturdy prosperity for all requires this tradition shift. Nevertheless it additionally requires companies, and the traders who personal them, to transcend
phrases and take motion to upend the self-defeating doctrine of shareholder primacy.14

 

Nonetheless others considered the complete train as a PR stunt, and one which
in the end might hurt the very stakeholders the BRT Assertion presupposed to help. “The assertion is basically a rhetorical public
relations transfer somewhat than the harbinger of significant change,” asserted a Harvard Legislation Faculty article, noting that the incentives
CEOs face had not modified, so neither would their habits.15

 

Sadly, proof of the false promise of the BRT Assertion has begun
to emerge. For instance, Wharton administration professor Tyler Wry compiled knowledge on signatories’ habits by means of the early phases of
the COVID-19 pandemic to see in the event that they have been “residing as much as their phrase.” He discovered fairly the reverse, as a current article explains:

 

As COVID-19 unfold in March and April, did signers give much less of
their capital to shareholders (through dividends and inventory buybacks)? No. On common, signers truly paid out 20 p.c extra of
their capital than comparable corporations that did not signal the assertion. Then, because the coronavirus swept the nation, did they lay
off fewer staff? Quite the opposite, within the first 4 weeks of the disaster, Wry discovered, signers have been nearly 20 p.c extra susceptible to announce
layoffs or furloughs. Signers have been much less more likely to donate to aid efforts, much less more likely to provide buyer reductions, and fewer more likely to
shift manufacturing to pandemic-related items.16

 

On the contrary, PBC conversion represents an actual resolution, as Justice
Strine famous within the article quoted earlier on this doc.

 

 

                                                           

14
Jay Coan Gilbert, Andrew Kassoy, and Bart Houlahan, Don’t consider the Enterprise Roundtable has modified till its CEOs’ actions
match their phrases
, Quick Firm (August 22, 2019), obtainable at https://www.fastcompany.com/90393303/dont-believe-the-business-roundtable-has-changed-until-its-ceos-actions-match-their-words.

15
Lucian Bebchuk and Roberto Tallarita, The Illusory Promise of Stakeholder Governance, Harvard
Legislation Faculty Discussion board on Company Governance
(March 2, 2020), obtainable at https://corpgov.legislation.harvard.edu/2020/03/02/the-illusory-promise-of-stakeholder-governance/.

16
Jerry Useem, Watch out for Company Guarantees: When corporations situation statements of help for social causes, they don’t at all times comply with
by means of,
The Atlantic (August 6, 2020), obtainable at https://www.theatlantic.com/concepts/archive/2020/08/companies-stand-solidarity-are-licensing-themselves-discriminate/614947/.

 

 

   

 

 

Chevron’s opposition assertion

 

The Firm’s opposition assertion to the Proposal doesn’t handle
the underlying query of whether or not changing to PBC standing will profit its shareholders.

 

Chevron’s declare that its present commitments and practices
already handle the proposal’s underlying goals is deceptive as a result of it may well solely take into account stakeholders as a part of a company-first
evaluation.

 

Chevron’s declare that there isn’t any must change into a PBC as a result of
it already “operates in a accountable and sustainable method” misses the crucial distinction between PBCs and traditional
companies. Any such consideration by a traditional company like Chevron have to be in service of economic return, as mirrored in
Chevron’s acknowledged goals. In distinction, PBC administrators can take into account the last word impact of their selections on stakeholders as
ends in themselves
.

 

Chevron enumerates quite a few stakeholder expectations that it purports
to deal with. This proposal under no circumstances means that these initiatives are insignificant, or that they don’t produce real-world advantages.
Fairly, it acknowledges the truth that Chevron is proscribed in its pursuit of those initiatives by its obligation to prioritize monetary return
to shareholders above all else. Thus, consideration of stakeholders as Chevron now practices it and as it will be practiced by a PBC
are fully totally different. The opposition assertion doesn’t replicate any consideration of this distinction.

 

 

Conclusion

 

Please vote FOR Proposal No. 6

 

By voting FOR Proposal No. 6, shareholders can urge Chevron to change into
a PBC, as lots of of corporations have already carried out. Changing into a PBC will allow Chevron to higher serve the wants of its diversified
shareholders and immediately account for the crucial social and environmental techniques upon which a thriving economic system relies upon.
The stakeholder
orientation permitted by the PBC kind is extra more likely to create worth for diversified shareholders than the prevailing “revenue at
any price” method that imposes substantial prices on those self same shareholders.

 

Merely signing the BRT Assertion is just not adequate to create the kind
of company that may authentically serve the wants of all stakeholders and forestall the harmful implications of company-first shareholder
primacy.

 

 

 

Arjuna Capital and The Shareholder Commons urge
you to vote FOR Proposal #6 on the proxy, the Shareholder Proposal requesting the Board to covert Chevron to a Public Profit Company
on the Chevron Corp. Annual Assembly on Might 26, 2021. 

 

For questions concerning Chevron Corp.,
Proposal #6 – submitted by Arjuna Investments, please contact Sara E. Murphy, The Shareholder Commons at +1.202.578.0261 or through
e-mail at
s[email protected] Or Natasha Lamb, Arjuna Capital at 978-704-0112 or
through e-mail at [email protected]

  

 

   

 

 

THE FOREGOING INFORMATION MAY BE DISSEMINATED
TO SHAREHOLDERS VIA TELEPHONE, U.S. MAIL, E-MAIL, CERTAIN WEBSITES, AND CERTAIN SOCIAL MEDIA VENUES, AND SHOULD NOT BE CONSTRUED AS INVESTMENT
ADVICE OR AS A SOLICITATION OF AUTHORITY TO VOTE YOUR PROXY.

 

 PROXY CARDS WILL NOT BE ACCEPTED BY FILER
NOR BY ARJUNA CAPITAL OR THE SHAREHOLDER COMMONS. TO VOTE YOUR PROXY, PLEASE FOLLOW THE INSTRUCTIONS ON YOUR PROXY CARD.

 

 

9

 

 

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