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): May 14, 2020 (May 12, 2020 )
ConocoPhillips
(Exact name of registrant as specified in its charter)
| Delaware | 001-32395 | 01-0562944 |
|---|---|---|
| (State or other jurisdiction<br> of incorporation) | (Commission<br><br>File Number) | (IRS Employer<br><br>Identification No.) |
| 925 N. Eldridge Parkway<br>Houston, Texas | 77079 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code
(281) 293-1000
Not Applicable
(Former name or former address, if changed since last report)
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 | Trading Symbol(s) | Name of each exchange on whichregistered |
|---|---|---|
| Common Stock, $.01 Par Value Per Share | COP | New York Stock Exchange |
| 7% Debentures due 2029 | CUSIP-718507BK1 | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in 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 5.07 Submission of Matters to a Vote of Security Holders.
ConocoPhillips held its annual meeting of stockholders on May 12, 2020. The results of the matters submitted to a vote of the stockholders at the meeting are set forth below.
ELECTION OF DIRECTORS
All 13 nominated directors were elected to serve a one-year term.
| Number of Shares | ||||||||
|---|---|---|---|---|---|---|---|---|
| Voted For | Voted Against | Abstentions | Broker Nonvotes | |||||
| Charles E. Bunch | 763,924,419 | 15,515,404 | 1,658,090 | 140,959,943 | ||||
| Caroline Maury Devine | 774,922,954 | 4,666,573 | 1,508,386 | 140,959,943 | ||||
| John V. Faraci | 761,036,335 | 18,383,163 | 1,678,415 | 140,959,943 | ||||
| Jody Freeman | 774,409,435 | 4,969,516 | 1,718,962 | 140,959,943 | ||||
| Gay Huey Evans OBE | 774,469,678 | 5,057,051 | 1,571,184 | 140,959,943 | ||||
| Jeffrey A. Joerres | 770,622,865 | 8,762,556 | 1,712,492 | 140,959,943 | ||||
| Ryan M. Lance | 740,281,084 | 33,321,461 | 7,495,368 | 140,959,943 | ||||
| Admiral William H. McRaven | 771,055,177 | 8,375,282 | 1,667,454 | 140,959,943 | ||||
| Sharmila Mulligan | 770,096,983 | 9,283,902 | 1,717,028 | 140,959,943 | ||||
| Arjun N. Murti | 770,928,379 | 8,467,963 | 1,701,571 | 140,959,943 | ||||
| Robert A. Niblock | 755,164,602 | 11,565,050 | 14,368,261 | 140,959,943 | ||||
| David T. Seaton | 775,422,041 | 3,969,330 | 1,706,542 | 140,959,943 | ||||
| R.A. Walker | 764,265,848 | 15,118,071 | 1,713,994 | 140,959,943 |
RATIFICATION OF AUDITORS
The ratification of the appointment of Ernst & Young LLP as ConocoPhillips’ independent registered public accounting firm for 2020 was approved.
| Number of Shares | ||||||||
|---|---|---|---|---|---|---|---|---|
| Voted For | Voted Against | Abstentions | Broker Nonvotes | |||||
| Ratification of Appointment of Ernst & Young LLP as ConocoPhillips’ Independent Registered Public Accounting Firm | 874,936,797 | 44,957,811 | 2,163,248 | - |
ADVISORY APPROVAL OF EXECUTIVE COMPENSATION
The advisory approval of the compensation of our Named Executive Officers was approved.
| Number of Shares | ||||||||
|---|---|---|---|---|---|---|---|---|
| Voted For | Voted Against | Abstentions | Broker Nonvotes | |||||
| Advisory Approval of the Compensation of our Named Executive Officers | 708,356,985 | 67,790,405 | 4,950,523 | 140,959,943 |
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 | |
| May 14, 2020 | Kelly B. Rose<br><br> <br>Senior Vice President, Legal,<br><br> <br>General Counsel and Corporate Secretary |