8-K

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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 14, 2022 (September 13, 2022)

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	Tradingsymbols	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 Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements ofCertain Officers
(d)	Election of Directors
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On September 13, 2022, the Board of Directors (the “Board”) of ConocoPhillips (the “Company”) voted to increase the size of the Board from 13 members to 14 and to elect Mr. Dennis Arriola to the Board of Directors of the Company, to serve until his successor shall have been duly elected and qualified or until his earlier resignation or removal.

Mr. Arriola will serve as a member of the Human Resources and Compensation Committee and the Audit and Finance Committee.

Mr. Arriola 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 2022 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 Mr. Arriola and any other person pursuant to which Mr. Arriola was appointed as a director. Mr. Arriola 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 13, 2022, the Company issued a press release (the “Press Release”) announcing the appointment of Mr. Arriola 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
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Exhibit No.	Description
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99.1	Press Release, dated September13, 2022
104	Cover Page Interactive Data File (formatted as Inline XBRL and filed herewith)

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/ Shannon Kinney
	Shannon Kinney
	Deputy General Counsel, Chief Compliance Officer<br> and Corporate Secretary
September 14, 2022

Exhibit 99.1

925 North Eldridge Parkway<br><br><br><br>Houston, TX 77079-1175<br><br><br><br>Media Relations: 281-293-1149<br><br><br><br>www.conocophillips.com/media

NEWS RELEASE

Sept. 13, 2022

ConocoPhillips Appoints Dennis V. Arriola to its Board of Directors

HOUSTON – ConocoPhillips (NYSE: COP) today announced that its board of directors has elected Mr. Dennis V. Arriola to serve as a board member.

Mr. Arriola has spent more than 28 years in the energy sector, most recently serving as chief executive officer of Avangrid, Inc. Prior to joining Avangrid, Mr. Arriola served as executive vice president and group president and chief sustainability officer at Sempra Energy. Throughout his career, Mr. Arriola has served in a broad range of leadership positions in gas and electric utilities as well as renewables, including as chairman, president and chief executive officer of Southern California Gas Co., senior vice president and chief financial officer of both San Diego Gas & Electric and Southern California Gas Co., vice president of communications and investor relations for Sempra, and regional vice president and general manager of Sempra’s South American operations.

“We are pleased to add Dennis to the ConocoPhillips board of directors,” said Ryan Lance, chairman and chief executive officer. “Dennis brings valuable perspective and expertise in the energy sector, particularly in renewables and low carbon energy. We look forward to his contributions as we deliver on our Triple Mandate of meeting energy transition pathway demand, generating competitive returns on and of capital, and achieving our net-zero emissions ambition.”

Mr. Arriola previously served on the boards of Avangrid, Inc., the California Latino Economic Institute, the U.S. Chamber of Commerce, the California Business Roundtable, the Edison Electric Institute, and the boards of several Sempra operating companies, including Infraestructura Energética Nova, a publicly traded company in Mexico, Luz del Sur SAA, a publicly traded company in Peru, and Chilquinta Energía in Chile.

The appointment of Mr. Arriola increases the number of ConocoPhillips directors to 14, of which 12 are independent. Mr. Arriola will serve on the Human Resources and Compensation Committee and the Audit and Finance 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, $94 billion of total assets and approximately 9,400 employees at June 30, 2022. Production averaged 1,720 MBOED for the six months ended June 30, 2022, and proved reserves were 6.1 BBOE as of Dec. 31, 2021. 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 “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 identify forward-looking statements. However, the absenceof these words does not mean that the statements are not forward-looking. Where, in any forward-looking statement, the company expressesan expectation or belief as to future results, such expectation or belief is expressed in good faith and believed to be reasonable atthe time such forward-looking statement is made. However, these statements are not guarantees of future performance and involve certainrisks, uncertainties and other factors beyond our control. Therefore, actual outcomes and results may differ materially from what is expressedor forecast in the forward-looking statements. Factors that could cause actual results or events to differ materially from what is presentedinclude the impact of public health crises, including pandemics (such as COVID-19) and epidemics and any related company or governmentpolicies or actions; global and regional changes in the demand, supply, prices, differentials or other market conditions affecting oiland gas, including changes resulting from any ongoing military conflict, including the conflict between Russia and Ukraine and the globalresponse to it, or from a public health crisis or from the imposition or lifting of crude oil production quotas or other actions thatmight be imposed by OPEC and other producing countries and the resulting company or third-party actions in response to such changes; changesin commodity prices, including a prolonged decline in these prices relative to historical or future expected levels; insufficient liquidityor other factors, such as those listed herein, that could impact our ability to repurchase shares and declare and pay dividends such thatwe suspend our share repurchase program and reduce, suspend, or totally eliminate dividend payments in the future, whether variable orfixed; changes in expected levels of oil and gas reserves or production; potential failures or delays in achieving expected reserve orproduction levels from existing and future oil and gas developments, including due to operating hazards, drilling risks or unsuccessfulexploratory activities; unexpected cost increases, inflationary pressures or technical difficulties in constructing, maintaining or modifyingcompany facilities; legislative and regulatory initiatives addressing global climate change or other environmental concerns; investmentin and development of competing or alternative energy sources; disruptions or interruptions impacting the transportation for our oil andgas production; international monetary conditions and exchange rate fluctuations; changes in international trade relationships, includingthe imposition of trade restrictions or tariffs on any materials or products (such as aluminum and steel) used in the operation of ourbusiness, including any sanctions imposed as a result of any ongoing military conflict, including the conflict between Russia and Ukraine;our ability to collect payments when due under our settlement agreement with PDVSA; our ability to collect payments from the governmentof Venezuela as ordered by the ICSID; our ability to complete any announced or any future dispositions or acquisitions on time, if atall; the possibility that regulatory approvals for any announced or any future dispositions or acquisitions will not be received on atimely basis, if at all, or that such approvals may require modification to the terms of the transactions or our remaining business; businessdisruptions following the acquisition of assets from Shell (the “Shell Acquisition”) or any other announced or any futuredispositions or acquisitions, including the diversion of management time and attention; the ability to deploy net proceeds from our announcedor any future dispositions in the manner and timeframe we anticipate, if at all; potential liability for remedial actions under existingor future environmental regulations; potential liability resulting from pending or future litigation, including litigation related directlyor indirectly to our transaction with Concho Resources Inc.; the impact of competition and consolidation in the oil and gas industry;limited access to capital or significantly higher cost of capital related to illiquidity or uncertainty in the domestic or internationalfinancial markets; general domestic and international economic and political conditions or developments, including as a result of anyongoing military conflict, including the conflict between Russia and Ukraine; the ability to successfully integrate the assets from theShell Acquisition or achieve the anticipated benefits from the transaction; unanticipated difficulties or expenditures relating to theShell Acquisition; changes in fiscal regime or tax, environmental and other laws applicable to our business; and disruptions resultingfrom accidents, extraordinary weather events, civil unrest, political events, war, terrorism, cyber attacks or information technologyfailures, constraints or disruptions; and other economic, business, competitive and/or regulatory factors affecting our business generallyas set forth in our filings with the Securities and Exchange Commission. Unless legally required, ConocoPhillips expressly disclaims anyobligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.