Current Report Filing (8-k)
May 12 2022 - 4:13PM
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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):
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 |
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