As filed with the Securities and Exchange Commission on August 5, 2021
File No. 333-
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
_________________________________

CHEVRON CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Delaware
(State or Other Jurisdiction
of Incorporation or Organization)
94-0890210
(I.R.S. Employer
  Identification No.)
6001 Bollinger Canyon Road
San Ramon, California 94583-2324
(Address of Principal Executive Offices)

Chevron Corporation Deferred Compensation Plan For Management Employees II
(Full Title of the Plan)

Mary A. Francis, Esq.
Corporate Secretary and Chief Governance Officer
Chevron Corporation
6001 Bollinger Canyon Road
San Ramon, California 94583-2324
Telephone: (925) 842-1000
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)

Copies of all communications, including communications sent to agent for service, should be sent to:
Joseph M. Yaffe, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
525 University Avenue
Palo Alto, CA 94304
Telephone: (650) 470-4500

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “non-accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer Accelerated filer
Non-accelerated filer Smaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.



CALCULATION OF REGISTRATION FEE
Title of Securities
To be Registered
Amount to be
Registered
Proposed Maximum Offering Price Per Share
Proposed Maximum Aggregate Offering Price (2)
Amount of Registration Fee
Deferred Compensation Obligations (1)
$105,000,000
100%
$105,000,000
$11,455.50
Common Stock, par value $0.75 per share
1,021,698
$102.77 (3)
$105,000,000
N/A
Total registration Fee
N/A
N/A
N/A
$11,455.50
(1)
The Deferred Compensation Obligations being registered are general unsecured obligations of Chevron Corporation (“Chevron” or the “Registrant”) under the Chevron Corporation Deferred Compensation Plan for Management Employees II (the “Plan”). Certain of such Deferred Compensation Obligations may be fulfilled at the option of the plan participant either in cash or in shares of Chevron Common Stock. Accordingly, reference is made in the above table to the maximum number of shares of Chevron Common Stock that may be issued in fulfillment of such Deferred Compensation Obligations.
(2)
Estimated pursuant to Rule 457(h) solely for the purpose of calculating the registration fee.
(3)
Estimated pursuant to Rule 457(c) solely for the purpose of calculating the registration fee based upon the average of the high and low prices of Chevron’s Common Stock on the New York Stock Exchange on August 2, 2021.

The Registration Statement shall become effective upon filing in accordance with Rule 462 under the Securities Act of 1933.

REGISTRATION OF ADDITIONAL SECURITIES
This Registration Statement on Form S-8 registers additional securities of the same class as other securities for which a previously filed Registration Statement on Form S-8 relating to the Chevron Corporation Deferred Compensation Plan for Management Employees II is effective. Accordingly, pursuant to General Instruction E to Form S-8, Chevron Corporation (“Chevron” or the “Registrant”) hereby incorporates by reference the contents of the previously filed Registration Statement on Form S-8 (Registration No. 333-212893 filed by the Registrant on August 4, 2016), Registration Statement on Form S-8 (Registration No. 333-190421 filed by the Registrant on August 7, 2013) and Registration Statement on Form S-8 (Registration No. 333-152846 filed by the Registrant on August 7, 2008) and hereby deems the contents of those Registration Statements to be a part of this Registration Statement, except as otherwise updated or modified herein.




PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

The following documents filed by Chevron with the Commission are incorporated by reference into this Registration Statement:

(a) Chevron’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed with the Commission on February 25, 2021;

(b) Chevron’s Quarterly Reports on Form 10-Q for the quarter ended March 31, 2021, filed with the Commission on May 6, 2021, and for the quarter ended June 30, 2021, filed with the Commission on August 5, 2021;

(c) Chevron’s Current Reports on Form 8-K filed with the Commission on January 6, 2021, February 1, 2021, May 28, 2021 and August 2, 2021; and

(d) Chevron’s Restated Certificate of Incorporation, dated May 30, 2008, containing a description of Chevron’s Common Stock, filed as Exhibit 3.1 to Chevron’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2008, filed with the Commission on August 7, 2008.

All reports or other documents subsequently filed by Chevron and the Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold hereunder, shall be deemed to be incorporated by reference herein and to be a part of this Registration Statement from the date of filing such reports and documents.

Any statement contained in a document incorporated by reference into this Registration Statement shall be deemed to be modified or superseded for purposes hereof to the extent that a statement contained herein (or in any other subsequently filed document which also is or is deemed incorporated herein) modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed to constitute a part hereof, except as so modified or superseded.

Item 8. Exhibits




* Filed herewith











SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Ramon, State of California, on August 5, 2021.
CHEVRON CORPORATION

By: /s/ Michael K. Wirth     
Michael K. Wirth, Chairman of the Board
Chairman and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-8 has been signed by the following persons in the capacities indicated on this 5th day of August, 2021.

Principal Executive Officer (and Director) Director
/s/ Michael K. Wirth *
Michael K. Wirth Wanda M. Austin
Chairman of the Board and Chief Executive Officer
*
Principal Financial Officer John B. Frank
/s/ Pierre R. Breber *
Pierre R. Breber Alice P. Gast
Vice President and Chief Financial Officer
*
Principal Accounting Officer Enrique Hernandez, Jr.
/s/ David A. Inchausti *
David A. Inchausti Marillyn A. Hewson
Vice President and Controller
*
Jon M. Huntsman Jr.
*
Charles W. Moorman, IV
*
Dambisa F. Moyo
*
Debra Reed-Klages
*
Ronald D. Sugar
*By /s/ Mary A. Francis *
Mary A. Francis D. James Umpleby III
Attorney-In-Fact

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