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): (March 2, 2020)
ConocoPhillips
(Exact name of registrant as specified in its charter)
| Delaware | | 001-32395 | | 01-0562944 |
(State or other jurisdiction
of incorporation) | | (Commission
File Number) | | (IRS Employer
Identification No.) |
925 N. Eldridge Parkway
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 which
registered |
| 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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On March 2, 2020, the Board of Directors (the “Board”) of ConocoPhillips (the “Company”) voted to increase the size of the Board from 11 members to 13 and to elect Mr. David T. Seaton and Mr. Al Walker to the Board of Directors of the Company, each to serve until his successor shall have been duly elected and qualified or until his earlier resignation or removal.
Mr. Seaton and Mr. Walker will each serve as members of the Audit and Finance Committee and the Public Policy Committee.
Both Mr. Seaton and Mr. Walker 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 2019 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 either of Mr. Seaton or Mr. Walker and any other person pursuant to which either Mr. Seaton or Mr. Walker was appointed as a director. Neither of Mr. Seaton or Mr. Walker have a 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 March 3, 2020, the Company issued a press release (the “Press Release”) announcing the appointment of Mr. Seaton and Mr. Walker 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
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 |
| March 4, 2020 | Kelly B. Rose Senior Vice President, Legal, General Counsel and Corporate Secretary |
