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 12, 2022 (May 10, 2022)
ConocoPhillips
(Exact name of registrant as specified in its charter)
| Delaware | | 001-32395 | | 01-0562944 |
(State or other jurisdiction of
incorporation) | | (Commission
File Number) | | (I.R.S. Employer
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 | | Trading symbols | | Name of each exchange on which registered |
| Common Stock, $.01 Par Value | | 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 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 10, 2022. As of the record date for the annual meeting, there were a total of 1,269,051,257 shares outstanding and entitled to vote. 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 | |
| Caroline Maury Devine | | | 1,001,286,612 | | | | 13,031,008 | | | | 2,242,767 | | | | 112,445,141 | |
| Jody Freeman | | | 969,807,521 | | | | 44,668,744 | | | | 2,084,122 | | | | 112,445,141 | |
| Gay Huey Evans CBE | | | 1,000,041,011 | | | | 15,327,567 | | | | 1,191,809 | | | | 112,445,141 | |
| Jeffrey A. Joerres | | | 981,524,374 | | | | 32,690,487 | | | | 2,345,526 | | | | 112,445,141 | |
| Ryan M. Lance | | | 940,330,997 | | | | 71,793,840 | | | | 4,435,550 | | | | 112,445,141 | |
| Timothy A. Leach | | | 998,073,495 | | | | 17,160,433 | | | | 1,326,459 | | | | 112,445,141 | |
| William H. McRaven | | | 1,000,960,105 | | | | 14,367,285 | | | | 1,232,997 | | | | 112,445,141 | |
| Sharmila Mulligan | | | 995,349,661 | | | | 20,039,894 | | | | 1,170,832 | | | | 112,445,141 | |
| Eric D. Mullins | | | 1,005,632,173 | | | | 9,683,339 | | | | 1,244,875 | | | | 112,445,141 | |
| Arjun N. Murti | | | 995,101,970 | | | | 19,937,904 | | | | 1,520,513 | | | | 112,445,141 | |
| Robert A. Niblock | | | 925,317,740 | | | | 79,154,713 | | | | 12,087,934 | | | | 112,445,141 | |
| David T. Seaton | | | 1,002,718,902 | | | | 11,752,783 | | | | 2,088,702 | | | | 112,445,141 | |
| R.A. Walker | | | 993,449,351 | | | | 21,843,384 | | | | 1,267,652 | | | | 112,445,141 | |
RATIFICATION OF AUDITORS
The ratification of the appointment of Ernst & Young LLP as ConocoPhillips’ independent registered public accounting firm for 2022 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 | | | 998,003,261 | | | | 129,174,410 | | | | 1,827,857 | | | | - | |
ADVISORY APPROVAL OF EXECUTIVE COMPENSATION
The advisory vote on the compensation of our Named Executive Officers was approved.
| | | Number of Shares | |
| | | Voted For | | | Voted Against | | | Abstentions | | | Broker Nonvotes | |
| Advisory Vote of the Compensation of our Named Executive Officers | | | 613,581,961 | | | | 396,011,916 | | | | 6,966,510 | | | | 112,445,141 | |
ADOPTION OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO ELIMINATE SUPERMAJORITY VOTING PROVISIONS
The adoption of an Amended and Restated Certificate of Incorporation to eliminate supermajority voting provisions was not approved. Approval required the affirmative vote of the holders of not less than 80% of the outstanding shares of ConocoPhillips’ common stock entitled to vote on the matter.
| | | Number of Shares | |
| | | Voted For | | | Voted Against | | | Abstentions | | | Broker Nonvotes | |
| Adoption of Amended and Restated Certificate of Incorporation | | | 1,008,358,791 | | | | 6,138,665 | | | | 2,062,931 | | | | 112,445,141 | |
ADVISORY VOTE ON RIGHT TO CALL SPECIAL MEETING
The advisory vote for the Board of Directors to take the steps necessary to amend the appropriate governing documents to give owners of a combined 20% of ConocoPhillips’ outstanding shares the power to call a special meeting was approved.
| | | Number of Shares | |
| | | Voted For | | | Voted Against | | | Abstentions | | | Broker Nonvotes | |
| Advisory Vote on Right to Call Special Meeting | | | 809,123,521 | | | | 205,548,087 | | | | 1,888,779 | | | | 112,445,141 | |
STOCKHOLDER PROPOSAL – RIGHT TO CALL SPECIAL MEETING
A stockholder proposal for the Board of Directors to take the steps necessary to amend the appropriate company governing documents to give owners of a combined 10% of ConocoPhillips’ outstanding common stock the power to call a special shareholder meeting was approved.
| | | Number of Shares | |
| | | Voted For | | | Voted Against | | | Abstentions | | | Broker Nonvotes | |
| Stockholder Proposal – Right to Call Special Meeting | | | 536,805,733 | | | | 476,933,909 | | | | 2,820,745 | | | | 112,445,141 | |
STOCKHOLDER PROPOSAL - EMISSIONS REDUCTION TARGETS
A stockholder proposal for ConocoPhillips to set emissions reduction targets covering the greenhouse gas emissions of the company’s operations as well as its energy products (Scope 1, 2 and 3) was not approved.
| | | Number of Shares | |
| | | Voted For | | | Voted Against | | | Abstentions | | | Broker Nonvotes | |
| Stockholder Proposal – Emissions Reduction Targets | | | 400,909,568 | | | | 559,448,611 | | | | 56,202,208 | | | | 112,445,141 | |
STOCKHOLDER PROPOSAL – REPORT ON LOBBYING ACTIVITIES
A stockholder proposal for ConocoPhillips to prepare an annual report providing full detailed disclosure of its direct and indirect lobbying activities and expenditures was not approved.
| | | Number of Shares | |
| | | Voted For | | | Voted Against | | | Abstentions | | | Broker Nonvotes | |
| Stockholder Proposal – Report on Lobbying Activities | | | 199,361,165 | | | | 812,760,356 | | | | 4,438,866 | | | | 112,445,141 | |
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 B. Kinney |
| May 12, 2022 | Shannon B. Kinney Deputy General Counsel, Chief Compliance Officer and Corporate Secretary |
