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 Earliest Event Reported: May 10, 2017
ANADARKO PETROLEUM CORPORATION
(Exact name of registrant as specified in its charter)
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| | | | |
| Delaware | | 1-8968 | | 76-0146568 |
| (State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
1201 Lake Robbins Drive
The Woodlands, Texas 77380-1046
(Address of principal executive offices including Zip Code)
Registrant’s telephone number, including area code (832) 636-1000
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))
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.
The Company held its 2017 Annual Meeting on May 10, 2017. The proposals voted upon at the 2017 Annual Meeting and the final voting results are indicated below. For additional information on these proposals, please see the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 17, 2017.
1. Each of the twelve nominees for director was elected to serve a one-year term expiring at the 2018 Annual Meeting of Stockholders. Votes regarding the persons elected as directors were as follows:
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| Nominee | | For | | Against | | Abstain | | Broker Non-Votes |
| | | | | | | | | |
| Anthony R. Chase | | 438,071,623 | | 2,707,439 | | 658,977 | | 39,309,048 |
| David E. Constable | | 438,310,763 | | 2,777,201 | | 350,075 | | 39,309,048 |
| H. Paulett Eberhart | | 432,601,421 | | 8,540,278 | | 296,340 | | 39,309,048 |
| Claire S. Farley | | 439,961,908 | | 1,148,755 | | 327,376 | | 39,309,048 |
| Peter J. Fluor | | 437,368,511 | | 3,407,056 | | 662,472 | | 39,309,048 |
| Richard L. George | | 438,212,085 | | 2,554,983 | | 670,971 | | 39,309,048 |
| Joseph W. Gorder | | 427,621,363 | | 13,505,313 | | 311,363 | | 39,309,048 |
| John R. Gordon | | 433,969,322 | | 7,163,767 | | 304,950 | | 39,309,048 |
| Sean Gourley | | 438,986,194 | | 1,788,033 | | 663,812 | | 39,309,048 |
| Mark C. McKinley | | 439,670,938 | | 1,061,985 | | 705,116 | | 39,309,048 |
| Eric D. Mullins | | 436,536,910 | | 4,192,357 | | 708,772 | | 39,309,048 |
| R. A. Walker | | 427,896,631 | | 11,227,858 | | 2,313,550 | | 39,309,048 |
2. The appointment of KPMG LLP as the Company’s independent auditor for 2017 was ratified. The voting results were as follows:
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| | | | | | |
| For | | Against | | Abstain | | Broker Non-Votes |
| 473,841,286 | | 6,130,103 | | 775,698 | | − |
3. The stockholders approved, on an advisory basis, the compensation for the Company’s named executive officers. The voting results were as follows:
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| | | | | | |
| For | | Against | | Abstain | | Broker Non-Votes |
| 401,531,567 | | 39,232,273 | | 674,199 | | 39,309,048 |
4. The stockholders approved, on an advisory basis, an annual advisory vote on compensation for the Company’s named executive officers. The voting results were as follows:
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| | | | | | | | |
| 3 Years | | 2 Years | | 1Year | | Abstain | | Broker Non-Votes |
| 44,195,971 | | 345,744 | | 395,984,024 | | 912,300 | | 39,309,048 |
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.
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| | | |
| | | ANADARKO PETROLEUM CORPORATION |
| | | (Registrant) | |
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| May 15, 2017 | By: | /s/ Amanda M. McMillian |
| | | Amanda M. McMillian |
| | | Senior Vice President, General Counsel, Corporate Secretary and Chief Compliance Officer |
