Apache 8-K Departure of Directors or Certain Officers

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 5, 2011

APACHE CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	1-4300	41-0747868
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

2000 Post Oak Boulevard
Suite 100
Houston, Texas 77056-4400
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (713) 296-6000

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:

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

EX-3.1

EX-10.1

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On May 5, 2011, at the annual meeting of stockholders of Apache Corporation (“Apache”), the Company’s stockholders voted to approve Apache’s 2011 Omnibus Equity Compensation Plan (the “2011 Plan”). The 2011 Plan was adopted by Apache’s Board of Directors (the “Board”) on February 10, 2011. Apache has reserved 25,500,000 shares for issuance under the 2011 Plan. The Stock Option Plan Committee of Apache’s Board is charged with the administration of the 2011 Plan. The foregoing description of the 2011 Plan is qualified in its entirety by reference to the 2011 Plan, which is filed herewith as Exhibit 10.1 and incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

At the annual meeting of stockholders of Apache held on Thursday, May 5, 2011, there were 383,174,088 shares of Apache common stock, par value $0.625 per share, eligible to vote, of which 329,729,879 shares, or 86 percent, were voted. The matters voted upon and the number of votes cast for or against, as well as the number of abstentions and broker non-votes as to such matters, were as stated below:

• The following nominees for directors were elected to serve three-year terms expiring at the 2014 annual meeting of stockholders, by the majority of shares voted, excluding abstentions:

Nominee	For		Against		Abstentions		Broker Non-Votes
G. Steven Farris		284,256,141		12,780,111		688,706		32,004,921
Randolph M. Ferlic		288,224,741		8,823,905		676,276		32,004,957
A.D. Frazier, Jr.		286,534,515		10,514,438		676,005		32,004,921
John A. Kocur		286,196,668		10,824,933		703,321		32,004,957

• The appointment of Ernst & Young LLP as Apache’s independent auditors for fiscal year 2011 was ratified by the majority of shares voted, including abstentions:

• For	• Against		• Abstentions		• Broker Non-Votes
326,187,505		2,811,482		730,892		0

• In a non-binding advisory vote on the compensation of Apache’s named executive officers as disclosed in Apache’s 2011 proxy statement (commonly known as “say on pay”), the compensation of Apache’s named executive officers was approved by the majority of shares voted, including abstentions:

For	Against		Abstentions		Broker Non-Votes
280,144,626		15,516,698		2,058,776		32,009,779

• The frequency of “one year” for future non-binding advisory votes on the compensation of Apache’s named executive officers (commonly known as “say when on pay”) was approved by a plurality of shares voted, including abstentions:

1 Year	2 Years		3 Years		Abstentions		Broker Non-Votes
240,605,631		3,402,747		52,124,316		1,592,214		32,004,971

• An amendment to Apache’s Restated Certificate of Incorporation to authorize additional shares of common stock was approved by the majority of shares outstanding:

For	Against		Abstentions		Broker Non-Votes
298,307,484		30,263,620		1,155,375		3,400

• An amendment to Apache’s Restated Certificate of Incorporation to authorize additional shares of preferred stock was approved by the majority of shares outstanding:

For	Against		Abstentions		Broker Non-Votes
203,461,424		93,250,358		1,009,740		32,008,357

• Apache’s 2011 Omnibus Equity Compensation Plan was approved by the majority of shares voted, including abstentions:

For	Against		Abstentions		Broker Non-Votes
214,968,504		81,784,423		967,395		32,009,557

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
3.1 —	Amendment to Apache Corporation Restated Certificate of Incorporation, filed with the Secretary of State of the State of Delaware on May 5, 2011.
10.1 —	Apache Corporation 2011 Omnibus Equity Compensation Plan, effective May 5, 2011.

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.

	APACHE CORPORATION
Date: May 11, 2011	/s/ Thomas P. Chambers
	Thomas P. Chambers,
	Executive Vice President and Chief Financial Officer (Principal Financial Officer)

INDEX TO EXHIBITS

Exhibit No.	Description
3.1 —	Amendment to Apache Corporation Restated Certificate of Incorporation, filed with the Secretary of State of the State of Delaware on May 5, 2011.
10.1 —	Apache Corporation 2011 Omnibus Equity Compensation Plan, effective May 5, 2011.