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Chevron Corporation GIBSON DUNN Gibson, Dunn & Crutcher LLP 1050 Connecticut Avenue, N.W. Washington, DC 20036-5306 Tel 202.955.8500 www.gibsondunn.com Elizabeth Ising Direct: 202.955.8287 Fax: 202.530.9631 [email protected] February 9, 2021 VIA E-MAIL Office of Chief Counsel Division of Corporation Finance Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Re: Chevron Corporation Stockholder Proposal of The Domestic and Foreign Missionary Society of the Protestant Episcopal Church in the United States of America Securities Exchange Act of 1934—Rule 14a-8 Ladies and Gentlemen: In a letter dated January 18, 2021, we requested that the staff of the Division of Corporation Finance concur that our client, Chevron Corporation (the “Company”), could exclude from its proxy statement and form of proxy for its 2021 Annual Meeting of Stockholders a stockholder proposal (the “Proposal”) and statements in support thereof received from The Domestic and Foreign Missionary Society of the Protestant Episcopal Church in the United States of America (the “Proponent”). Enclosed as Exhibit A is a signed letter on behalf of the Proponent withdrawing the Proposal. In reliance on this communication, we hereby withdraw the January 18, 2021 no-action request. Brussels • Century City · Dallas • Denver • Dubai • Hong Kong · London • Los Angeles · M unich • New York Orange County - Palo Alto • Paris • San Francisco • Sao Paulo • Singapore • Washington, D.C. GIBSON DUNN Office of Chief Counsel Division of Corporation Finance February 9, 2021 Page 2 Please do not hesitate to call me at (202) 955-8287 or Christopher A. Butner, the Company’s Assistant Secretary and Supervising Counsel, at (925) 842-2796. Sincerely, Elizabeth A. Ising Enclosures cc: Christopher A. Butner, Chevron Corporation Rev. Brian Grieves, The Domestic and Foreign Missionary Society of the Protestant Episcopal Church in the United States of America Pat Zerega, Mercy Investment Services GIBSON DUNN EXHIBIT A February 9, 2021 Chris Butner Assistant Secretary and Supervising Counsel Chevron Corporation 600 l Bollinger Canyon Road San Ramon, CA 94583-2324 Dear Mr. Butner: The Domestic and Foreign Missionary Society (DFMS) of The Episcopal Church appreciates the ongoing dialogue we have had with Chevron Corporation (Chevron) regarding the company's operational and human rights risks in conflict-affected and high-risk areas (CAHRA) and our 2020 shareholder proposal (the Proposal) requesting that: Chevron assess and report to shareholders, at reasonable expense and excluding proprietary information, on the company's approach to mitigating the operational and human rights risks associated with business activities in conflict-affected and high-risk areas (CAHRA). This agreement confirms that Chevron has agreed to participate in three calls (approximately 1 hour each) prior to December 31, 2021 with DFMS, Mercy Investment Services, and Heartland Initiative concerning the company's consideration of the risks associated with activities in CAHRA, particularly how such risks are identified, assessed, prevented, and mitigated through the ongoing development and revision of corporate policies, practices, and decisions on repo1ting. In consideration of Chevron's agreement to participate in these calls, DFMS agrees to withdraw the Proposal and agrees that it need not appear in Chevron's definitive proxy statement for the 2021 annual meeting. We look forward to our continued collaboration and engagement with Chevron on this important issue. This agreement will become effective on the date the last party below executes this agreement. Domestic and Foreign Missionary Society: 2/9/2021 ~;~~ Date Chevron Corporation: 2./0./z., Chris Butner, Assistant Secretary and Supervising Counsel Date GIBSON DUNN Gibson, Dun n & Crutcher LLP 1050 Connecticut Avenue, N.W . Wash ington, DC 20036-5306 Tel 202.955.8500 www.gibsondu nn. com Elizabeth A. Ising Direct: 202.955.8287 Fax: 202.530.9631 [email protected] January 18, 2021 VIA E-MAIL Office of Chief Counsel Division of Corporation Finance Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Re: Chevron Corporation Stockholder Proposal of The Domestic and Foreign Missionary Society of the Protestant Episcopal Church in the United States of America Securities Exchange Act of 1934—Rule 14a-8 Ladies and Gentlemen: This letter is to inform you that our client, Chevron Corporation (the “Company”), intends to omit from its proxy statement and form of proxy for its 2021 Annual Meeting of Stockholders (collectively, the “2021 Proxy Materials”) a stockholder proposal (the “Proposal”) and statements in support thereof (the “Supporting Statement”) submitted by The Domestic and Foreign Missionary Society of the Protestant Episcopal Church in the United States of America (the “Proponent”). Pursuant to Rule 14a-8(j), we have: • filed this letter with the Securities and Exchange Commission (the “Commission”) no later than eighty (80) calendar days before the Company intends to file its definitive 2021 Proxy Materials with the Commission; and • concurrently sent copies of this correspondence to the Proponent. Rule 14a-8(k) and Staff Legal Bulletin No. 14D (Nov. 7, 2008) (“SLB 14D”) provide that stockholder proponents are required to send companies a copy of any correspondence that the proponents elect to submit to the Commission or the staff of the Division of Corporation Finance (the “Staff”). Accordingly, we are taking this opportunity to inform the Proponent that if the Proponent elects to submit additional correspondence to the Commission or the Staff with respect to this Proposal, a copy of that correspondence should be furnished concurrently to the undersigned on behalf of the Company pursuant to Rule 14a-8(k) and SLB 14D. Beijing · Bru sse ls · Ce ntury City · Dall as · Denver· Du ba i· Frankfurt· Hong Kong · Houston· London· Los Ange les · Munich New Yo rk· Orange Co unty · Palo Alto · Pari s · Sa n Francisco · Sao Paul o · Sin gapore · Was hington, D. C. GIBSON DUNN Office of Chief Counsel Division of Corporation Finance January 18, 2021 Page 2 THE PROPOSAL The Proposal states, in relevant part: RESOLVED: Shareholders request that Chevron assess and report to shareholders, at reasonable expense and excluding proprietary information, on the company’s approach to mitigating the operational and human rights risks associated with business activities in conflict-affected and high-risk areas (CAHRA). SUPPORTING STATEMENT Shareholders seek information, at board and management discretion, through a report that: • Assesses whether additional policies are needed to supplement Chevron’s current Human Rights Policy to avoid causing or contributing to violations of human rights in CAHRA; and • Describes the company’s process for conducting human rights impact assessments in CAHRA. A copy of the Proposal and its Supporting Statement, as well as related correspondence with the Proponent, is attached to this letter as Exhibit A. BASIS FOR EXCLUSION We hereby respectfully request that the Staff concur with our view that the Proposal may be excluded from the 2021 Proxy Materials pursuant to Rule 14a-8(i)(10) because the Company has substantially implemented the Proposal through posting on its website the Company’s Operational Excellence Management System1 (the “OEMS”), which is “a risk-based and systematic approach to identify, assess, prioritize and manage [Operational Excellence (“OE”)] risks,” such as “the operational and human rights risks associated with business activities in conflict-affected and high-risk areas” (“CAHRA”) as identified by the Proposal. Additionally, the Company has posted on its website a 1 See An Overview for Chevron Leaders and OE Practitioners: Operational Excellence Management System (2018), available at https://www.chevron.com/-/media/shared- media/documents/OEMS_Overview.pdf. See also Exhibit B. GIBSON DUNN Office of Chief Counsel Division of Corporation Finance January 18, 2021 Page 3 report on Responsible Investment in Myanmar2 (the “Myanmar Report”) and its annual corporate sustainability reports, including the 2019 Corporate Sustainability Report3 (the “2019 CSR,” and collectively with the OEMS and the Myanmar Report, the “Company Reports”). ANALYSIS The Proposal May Be Excluded Under Rule 14a-8(i)(10) Because It Has Been Substantially Implemented. A. Background On The Substantial Implementation Standard Under Rule 14a-8(i)(10) Rule 14a-8(i)(10) permits a company to exclude a stockholder proposal from its proxy materials “[i]f the company has already substantially implemented the proposal.” The Commission stated in 1976 that the predecessor to Rule 14a-8(i)(10) was “designed to avoid the possibility of shareholders having to consider matters which already have been favorably acted upon by the management.” Exchange Act Release No. 12598 (July 7, 1976). Originally, the Staff narrowly interpreted this predecessor rule and granted no- action relief only when proposals were “‘fully’ effected” by the company. See Exchange Act Release No. 19135 (Oct. 14, 1982). By 1983, the Commission recognized that the “previous formalistic application of [the Rule] defeated its purpose” because proponents were successfully convincing the Staff to deny no-action relief by submitting proposals that differed from existing company policy by only a few words. See Exchange Act Release No. 20091, at § II.E.6. (Aug. 16, 1983) (the “1983 Release”). Therefore, in 1983, the Commission adopted a revised interpretation to the rule to permit the omission of
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