Current Report Filing (8-k)
February 25 2021 - 8:07AM
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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): February 25, 2021 (February 22, 2021)
ConocoPhillips
(Exact name of registrant as specified in its charter)
Delaware
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001-32395
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01-0562944
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(State or other
jurisdiction of
incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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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
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Trading symbols
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Name of each exchange on which registered
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Common Stock, $.01 Par Value
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COP
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New York Stock Exchange
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7% Debentures due 2029
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CUSIP
– 718507BK1
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New York Stock Exchange
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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 5.02
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DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS
OF CERTAIN OFFICERS
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On February 22, 2021, Matthew J. Fox announced his decision
to retire as executive vice president and chief operating officer of ConocoPhillips. Mr. Fox will remain in his position
as executive vice president and chief operating officer until April 30, 2021. Effective upon Mr. Fox’s retirement, ConocoPhillips
will reorganize the leadership team and eliminate the chief operating officer position. The press release issued by ConocoPhillips
on February 25, 2021 announcing Mr. Fox’s retirement is filed as Exhibit 99.1 hereto and incorporated herein by reference.
Item 9.01
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FINANCIAL STATEMENTS AND EXHIBITS
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(d)
Exhibits
104
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— Cover Page Interactive Data File (formatted as Inline XBRL and filed herewith).
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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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CONOCOPHILLIPS
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/s/ Shannon B. Kinney
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Shannon B. Kinney
Deputy General Counsel, Chief Compliance
Officer and Corporate Secretary
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February 25, 2021
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