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): September 3, 2024
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) Electionof Directors
On September 3, 2024, the Board of Directors (the “Board”) of ConocoPhillips (the “Company”) voted to increase the size of the Board from 11 members to 12 members and to elect Ms. Nelda J. Connors 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. Connors to serve as a member of the Audit and Finance Committee and the Public Policy and Sustainability Committee.
Ms. Connors 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 2024 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. Connors and any other person pursuant to which Ms. Connors was appointed as a director. Ms. Connors 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 September 3, 2024, the Company issued a press release (the “Press Release”) announcing the appointment of Ms. Connors 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 September 3, 2024 | |
| 104 | Cover Page Interactive 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 |
September 3, 2024
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Exhibit 99.1
| 925 North Eldridge Parkway<br><br> <br>Houston, TX 77079<br><br> <br>Media Relations: 281-293-1149<br><br> <br>www.conocophillips.com/media | |
|---|---|
| NEWS RELEASE | Sept. 3, 2024 |
| --- | --- |
ConocoPhillips appoints Nelda J. Connors to its board of directors
HOUSTON– ConocoPhillips (NYSE: COP) today announced that its board of directors has elected Ms. Nelda J. Connors to serve as a board member.
Ms. Connors has more than 25 years of experience in the industrial and manufacturing industries. In 2011, she founded Pine Grove Holdings, LLC, where she currently serves as chair and chief executive officer, overseeing investments in small- and mid-sized businesses with a high engineering component. Prior to founding Pine Grove Holdings, Ms. Connors served as president and chief executive officer of Atkore International Group, Inc., from 2008 to 2010 while Atkore was a division of Tyco International, and from 2010 to 2011 following Atkore’s spin-off as a separate, privately held entity. Ms. Connors has also held various managerial positions for Eaton Corporation, a diversified industrial manufacturer, and various executive and managerial roles in the automotive industry.
“It is an honor to welcome Nelda to the ConocoPhillips board of directors,” said Ryan Lance, chairman and chief executive officer. “Nelda is a proven leader who brings valuable expertise in operational excellence and corporate finance. Her contributions will help advance all aspects of our Triple Mandate to meet energy transition pathway demand, generate competitive returns on and of capital, and progress toward our net-zero operational greenhouse gas emissions ambition.”
Ms. Connors currently serves on the boards of Carnival Corporation and Carnival plc, Otis Worldwide Corporation and Zebra Technologies Corporation.
Ms. Connors will serve on the Audit and Finance Committee and Public Policy and Sustainability Committee of the ConocoPhillips board.
--- # # # ---
About ConocoPhillips
ConocoPhillips is one of the world’s leading exploration and production companies based on both production and reserves, with a globally diversified asset portfolio. Headquartered in Houston, Texas, ConocoPhillips had operations and activities in 13 countries, $96 billion of total assets, and approximately 10,200 employees at June 30, 2024. Production averaged 1,923 MBOED for the six months ended June 30, 2024, and proved reserves were 6.8 BBOE as of Dec. 31, 2023. For more information, go to 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, plans and anticipated results of operations, businessstrategies, and other aspects of our operations or operating results. Words and phrases such as “ambition,” “anticipate,” “estimate,” “believe,” “budget,” “continue,” “could,” “intend,” “may,” “plan,” “potential,” “predict,” “seek,” “should,” “will,” “would,” “expect,” “objective,” “projection,” “forecast,” “goal,” “guidance,” “outlook,” “effort,” “target” and other similar words can be used to identifyforward-looking statements. However, the absence of these words does not mean that the statements are not forward-looking. Where, inany forward-looking statement, the company expresses an expectation or belief as to future results, such expectation or belief is expressedin good faith and believed to be reasonable at the time such forward-looking statement is made. However, these statements are not guaranteesof future performance and involve certain risks, uncertainties and other factors beyond our control. Therefore, actual outcomes and resultsmay differ materially from what is expressed or forecast in the forward-looking statements. Factors that could cause actual results orevents to differ materially from what is presented include changes in commodity prices, including a prolonged decline in these pricesrelative to historical or future expected levels; global and regional changes in the demand, supply, prices, differentials or other marketconditions affecting oil and gas, including changes resulting from any ongoing military conflict, including the conflicts in Ukraineand the Middle East, and the global response to such conflict, security threats on facilities and infrastructure, or from a public healthcrisis or from the imposition or lifting of crude oil production quotas or other actions that might be imposed by OPEC and other producingcountries and the resulting company or third-party actions in response to such changes; insufficient liquidity or other factors, suchas those listed herein, that could impact our ability to repurchase shares and declare and pay dividends such that we suspend our sharerepurchase program and reduce, suspend, or totally eliminate dividend payments in the future, whether variable or fixed; changes in expectedlevels of oil and gas reserves or production; potential failures or delays in achieving expected reserve or production levels from existingand future oil and gas developments, including due to operating hazards, drilling risks or unsuccessful exploratory activities; unexpectedcost increases, inflationary pressures or technical difficulties in constructing, maintaining or modifying company facilities; legislativeand regulatory initiatives addressing global climate change or other environmental concerns; public health crises, including pandemics(such as COVID-19) and epidemics and any impacts or related company or government policies or actions; investment in and developmentof competing or alternative energy sources; potential failures or delays in delivering on our current or future low-carbon strategy,including our inability to develop new technologies; disruptions or interruptions impacting the transportation for our oil and gas production;international monetary conditions and exchange rate fluctuations; changes in international trade relationships or governmental policies,including the imposition of price caps, or the imposition of trade restrictions or tariffs on any materials or products (such as aluminumand steel) used in the operation of our business, including any sanctions imposed as a result of any ongoing military conflict, includingthe conflicts in Ukraine and the Middle East; our ability to collect payments when due, including our ability to collect payments fromthe government of Venezuela or PDVSA; our ability to complete the proposed acquisition of Marathon Oil Corporation (Marathon Oil) orany other announced or any other future dispositions or acquisitions on time, if at all; the possibility that regulatory approvals, consentsor authorizations for the Marathon Oil acquisition or any other announced or any other future dispositions or acquisitions will not bereceived on a timely basis, if at all, or that such approvals may be subject to conditions neither we nor Marathon Oil anticipated ormay require modification to the terms of the transactions or our remaining business; business disruptions relating to the Marathon Oilacquisition or following any other announced or other future dispositions or acquisitions, including the diversion of management timeand attention; the ability to deploy net proceeds from our announced or any future dispositions in the manner and timeframe we anticipate,if at all; the satisfaction of closing conditions on a timely basis or at all or the failure of the Marathon Oil acquisition to closefor any other reason or to close on anticipated terms; our ability to successfully integrate Marathon Oil’s business and technologies,which may result in the combined company not operating as effectively and efficiently as expected; our ability to achieve the expectedbenefits and synergies from the Marathon Oil acquisition in a timely manner, or at all; potential liability for remedial actions underexisting or future environmental regulations; potential liability resulting from pending or future litigation, including litigation relateddirectly or indirectly to our transaction with Concho Resources Inc.; the impact of competition and consolidation in the oil and gasindustry; limited access to capital or insurance or significantly higher cost of capital or insurance related to illiquidity or uncertaintyin the domestic or international financial markets or investor sentiment; general domestic and international economic and political conditionsor developments, including as a result of any ongoing military conflict, including the conflicts in Ukraine and the Middle East; changesin fiscal regime or tax, environmental and other laws applicable to our business; and disruptions resulting from accidents, extraordinaryweather events, civil unrest, political events, war, terrorism, cybersecurity threats or information technology failures, constraintsor disruptions; and other economic, business, competitive and/or regulatory factors affecting our business generally as set forth inour filings with the Securities and Exchange Commission. Unless legally required, ConocoPhillips expressly disclaims any obligation toupdate any forward-looking statements, whether as a result of new information, future events or otherwise.
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