8-K
CONOCOPHILLIPS (COP)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C.20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): July 1, 2025
ConocoPhillips
(Exact name of registrant as specified in its charter)
| Delaware | 001-32395 | 01-0562944 |
|---|---|---|
| (State or other<br> jurisdiction of <br><br>incorporation) | (Commission <br><br>File<br> Number) | (I.R.S. Employer<br><br>Identification No.) |
925 N. Eldridge Parkway Houston, Texas
77079
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code:
(281
) 293-1000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | TradingSymbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, $.01 Par Value | COP | New York Stock Exchange |
| 7% Debentures due 2029 | CUSIP<br> – 718507BK1 | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 13(a) of the Exchange Act. ¨
Item 5.02 Departure of Directors or CertainOfficers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
| (d) | Election of Directors |
|---|
On July 1, 2025, the Board of Directors (the “Board”) of ConocoPhillips (the “Company”) voted to increase the size of the Board from 12 members to 13 members and to elect Kathleen (Katie) McGinty to the Board of the Company, to serve until her successor shall have been duly elected and qualified or until her earlier resignation or removal.
The Board appointed Ms. McGinty to serve as a member of the Audit and Finance Committee and the Public Policy and Sustainability Committee.
Ms. McGinty will receive compensation in accordance with policies and procedures previously approved by the Board for non-employee directors of the Company and as more fully described in the Company’s Proxy Statement on Schedule 14A related to the 2025 Annual Meeting of Stockholders under the heading “Non-Employee Director Compensation” (and such description is incorporated herein by reference).
There is no arrangement or understanding between Ms. McGinty and any other person pursuant to which Ms. McGinty was appointed as a director. Ms. McGinty has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
| Item 7.01 | Regulation FD Disclosure |
|---|
On July 1, 2025, the Company issued a press release (the “Press Release”) announcing the appointment of Ms. McGinty to the Board. A copy of the Press Release is furnished as Exhibit 99.1 hereto and is incorporated by reference into this Item 7.01.
The information in this Item 7.01 and Exhibit 99.1 hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section and shall not be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as set forth by specific reference in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
|---|---|
| (d) | Exhibits |
| --- | --- |
| Exhibit No. | Description |
| --- | --- |
| 99.1 | Press Release, dated July 1,<br> 2025 |
| 104 | Cover Page Interactive<br> Data File (formatted as Inline XBRL and filed herewith) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CONOCOPHILLIPS |
|---|
| /s/ Kelly B. Rose |
| Kelly B. Rose |
| Senior Vice President, Legal,<br><br> General Counsel and Corporate Secretary |
July 1, 2025
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Exhibit 99.1
 |
925 North<br> Eldridge Parkway<br><br> <br>Houston,<br> TX 77079<br><br> <br>Media<br> Relations: 281-293-1149<br><br> <br>www.conocophillips.com/media |
|---|---|
| NEWS RELEASE |
July 1, 2025
ConocoPhillips appoints Kathleen McGinty to its board of directors
HOUSTON – ConocoPhillips (NYSE: COP) today announced that its board of directors has elected Ms. Kathleen (Katie) McGinty to serve as a board member.
Ms. McGinty currently serves as the vice president and chief sustainability and external relations officer for Johnson Controls. Prior to joining Johnson Controls, Ms. McGinty served in a broad range of leadership positions, with over 30 years of public and private sector experience, most recently serving as senior vice president at the Environmental Defense Fund in Washington, D.C., where she led the global oceans program.
“We are pleased to add Katie to the ConocoPhillips board of directors,” said Ryan Lance, chairman and chief executive officer. “Katie’s leadership on sustainability and experience in the private sector and in many key government positions brings a valuable perspective to our board. We look forward to her contributions as we continue to deliver on our returns-focused value proposition.”
Ms. McGinty currently serves on several boards, including the International Steering Committee of the World Sustainable Development Summit, American Council for an Energy Efficient Economy, the Carnegie Mellon Scott Institute for Energy Innovation, and MN8 Energy (formerly Goldman Sachs Renewable Power, LLC).
The appointment of Ms. McGinty increases the number of ConocoPhillips directors to 13, of which 11 are independent. Ms. McGinty will serve on the Public Policy and Sustainability Committee and the Audit and Finance Committee of the ConocoPhillips board.
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About ConocoPhillips
As a leading global exploration and production company, ConocoPhillips is uniquely equipped to deliver reliable, responsibly produced oil and gas. Our deep, durable and diverse portfolio is built to meet growing global energy demands. Together with our high-performing operations and continuously advancing technology, we are well positioned to deliver strong, consistent financial results, now and for decades to come. Visit us at www.conocophillips.com.
Contacts
Dennis Nuss (media)
281-293-1149
dennis.nuss@conocophillips.com
Investor Relations
281-293-5000
investor.relations@conocophillips.com
CAUTIONARY STATEMENT FOR THE PURPOSES OF THE "SAFE HARBOR"PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995.
This news release contains forward-looking statements as definedunder the federal securities laws. Forward-looking statements relate to future events, including, without limitation, statements regardingour future financial position, business strategy, budgets, projected revenues, costs and plans, objectives of management for future operations,the anticipated benefits of our acquisition of Marathon Oil Corporation (Marathon Oil), the anticipated impact of our acquisition of MarathonOil on the combined company’s business and future financial and operating results and the expected amount and timing of synergiesfrom our acquisition of Marathon Oil and other aspects of our operations or operating results. Words and phrases such as “ambition,” “anticipate,” “believe,” “budget,” “continue,” “could,” “effort,” “estimate,” “expect,” “forecast,” “goal,” “guidance,” “intend,” “may,” “objective,” “outlook,” “plan,” “potential,” “predict,” “projection,” “seek,” “should,” “target,” “will,” “would,” andother similar words can be used to identify forward-looking statements. However, the absence of these words does not mean that the statementsare not forward-looking. Where, in any forward-looking statement, the company expresses an expectation or belief as to future results,such expectation or belief is expressed in good faith and believed to be reasonable at the time such forward-looking statement is made.However, these statements are not guarantees of future performance and involve certain risks, uncertainties and other factors beyond ourcontrol. Therefore, actual outcomes and results may differ materially from what is expressed or forecast in the forward-looking statements.Factors that could cause actual results or events to differ materially from what is presented include, but are not limited to, the following:effects of volatile commodity prices, including prolonged periods of low commodity prices, which may adversely impact our operating resultsand our ability to execute on our strategy and could result in recognition of impairment charges on our long-lived assets, leaseholdsand nonconsolidated equity investments; global and regional changes in the demand, supply, prices, differentials or other market conditionsaffecting oil and gas, including changes as a result of any ongoing military conflict and the global response to such conflict, securitythreats on facilities and infrastructure, global health crises, the imposition or lifting of crude oil production quotas or other actionsthat might be imposed by OPEC and other producing countries or the resulting company or third-party actions in response to such changes;the potential for insufficient liquidity or other factors, such as those described herein, that could impact our ability to repurchaseshares and declare and pay dividends, whether fixed or variable; potential failures or delays in achieving expected reserve or productionlevels from existing and future oil and gas developments, including due to operating hazards, drilling risks and the inherent uncertaintiesin predicting reserves and reservoir performance; reductions in our reserve replacement rates, whether as a result of significant declinesin commodity prices or otherwise; unsuccessful exploratory drilling activities or the inability to obtain access to exploratory acreage;failure to progress or complete announced and future development plans related to constructing, modifying or operating E&P and LNGfacilities, or unexpected changes in costs, inflationary pressures or technical equipment related to such plans; significant operationalor investment changes imposed by legislative and regulatory initiatives and international agreements addressing environmental concerns,including initiatives addressing the impact of global climate change, such as limiting or reducing GHG emissions, regulations concerninghydraulic fracturing, methane emissions, flaring or water disposal and prohibitions on commodity exports; broader societal attention toand efforts to address climate change may cause substantial investment in and increased adoption of competing or alternative energy sources;risks, uncertainties and high costs that may prevent us from successfully executing on our Climate Risk Strategy; lack or inadequacy of,or disruptions in, reliable transportation for our crude oil, bitumen, natural gas, LNG and NGLs; inability to timely obtain or maintainpermits, including those necessary for construction, drilling and/or development, or inability to make capital expenditures required tomaintain compliance with any necessary permits or applicable laws or regulations; potential disruption or interruption of our operationsand any resulting consequences due to accidents, extraordinary weather events, supply chain disruptions, civil unrest, political events,war, terrorism, cybersecurity threats or information technology failures, constraints or disruptions; liability for remedial actions,including removal and reclamation obligations, under existing or future environmental regulations and litigation; liability resultingfrom pending or future litigation or our failure to comply with applicable laws and regulations; general domestic and international economic,political and diplomatic developments, including deterioration of international trade relationships, the imposition of trade restrictionsor tariffs relating to commodities and material or products (such as aluminum and steel) used in the operation of our business, expropriationof assets, changes in governmental policies relating to commodity pricing, including the imposition of price caps, sanctions or otheradverse regulations or taxation policies; competition and consolidation in the oil and gas E&P industry, including competition forsources of supply, services, personnel and equipment; any limitations on our access to capital or increase in our cost of capital or insurance,including as a result of illiquidity, changes or uncertainty in domestic or international financial markets, foreign currency exchangerate fluctuations or investment sentiment; challenges or delays to our execution of, or successful implementation of the acquisition ofMarathon Oil or any future asset dispositions or acquisitions we elect to pursue; potential disruption of our operations, including thediversion of management time and attention; our inability to realize anticipated cost savings or capital expenditure reductions; difficultiesintegrating acquired businesses and technologies; or other unanticipated changes; our inability to deploy the net proceeds from any assetdispositions that are pending or that we elect to undertake in the future in the manner and timeframe we anticipate, if at all; the operation,financing and management of risks of our joint ventures; the ability of our customers and other contractual counterparties to satisfytheir obligations to us, including our ability to collect payments when due from the government of Venezuela or PDVSA; uncertainty asto the long-term value of our common stock; and other economic, business, competitive and/or regulatory factors affecting our businessgenerally as set forth in our filings with the Securities and Exchange Commission. Unless legally required, ConocoPhillips expressly disclaimsany obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.
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