Form 8-K - Current report

APA CORPORATION

Date: January 10, 2024

/s/ Rajesh Sharma

Rajesh Sharma

Corporate Secretary

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): January 7, 2024

APA CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

001-40144

86-1430562

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS 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:

☐	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
Symbol(s)

Name of each exchange

on which registered

Common Stock, $0.625 par value

APA

Nasdaq Global Select Market

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.

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

On January 7, 2024, the Management Development and Compensation Committee (the “MD&C Committee”) of the Board of Directors (the “Board”) of APA Corporation (the “Company”), through authority delegated to the MD&C Committee by the full Board, appointed Stephen J. Riney, 63, to the role of president and chief financial officer of the Company, effective as of January 1, 2024. John J. Christmann IV, who held the role of president, continues to serve as the Company’s chief executive officer and a member of the Board. On January 9, 2024, the Company issued a press release announcing this appointment, a copy of which is filed herewith as Exhibit 99.1.

Mr. Riney was previously appointed executive vice president on February 18, 2015, and chief financial officer effective March 3, 2015. He served as chief financial officer for BP Exploration and Production from July 2012 to January 2015 and global head of mergers and acquisitions for BP p.l.c. from January 2007 to June 2012.

In connection with Mr. Riney’s appointment and commensurate with his position and responsibilities, the MD&C Committee approved for him (i) an annual base salary of $900,000, (ii) a target annual incentive compensation opportunity (expressed as a percentage of his annual base salary) of 120%, and (iii) a target long-term incentive compensation opportunity of 600%, each effective as of January 1, 2024. The long-term incentive compensation opportunity is comprised of performance shares (i.e., cash-based restricted stock units with performance-based conditions) and restricted stock units (both stock- and cash-settled), under the terms of the Company’s 2016 Omnibus Compensation Plan, as amended.

Mr. Riney (i) has no family relationship with any director or other executive officer of the Company or any person nominated or chosen by the Company to become a director or executive officer, (ii) is not a party to any related person transaction with the Company, and (iii) has no arrangements or understandings with any other person pursuant to which he was selected as an officer of the Company.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.		Description

99.1		Press Release of APA Corporation dated January 9, 2024.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

Exhibit 99.1


		NEWS RELEASE

APA promotes Stephen J. Riney to position of President and Chief Financial Officer

HOUSTON, Jan. 9, 2024 – APA Corporation (Nasdaq: APA) announced today that Stephen J. Riney has been promoted to president and chief financial officer. Riney has served as executive vice president and chief financial officer since joining APA in 2015.

“Steve has consistently brought tremendous integrity, rigor and strategic counsel to my leadership team since joining APA,” said John J. Christmann, IV, chief executive officer. “He has helped us refine APA’s strategic direction while also successfully navigating some of the most financially challenging times in our industry’s history. His leadership and influence have extended beyond our financial operations, and this promotion formalizes the significant role that Steve plays in helping guide the company’s strategy, goals and execution. I am confident as President, Steve’s talents will be further leveraged for the benefit of APA and our stakeholders.”

Prior to joining APA Corporation in 2015, Riney was the chief financial officer for BP exploration and production and oversaw all accounting, business development, planning and commercial operations for the upstream segment. During his 16 years at BP, he also served as the global head of mergers and acquisitions and held several management positions in treasury and within the upstream segment including finance, operations and planning. Before the 1999 merger with BP, Riney spent eight years with Amoco in various roles in upstream finance, petrochemicals mergers and acquisitions, corporate planning and downstream marketing.

Riney holds an MBA from The University of Chicago Booth School of Business and a BBA in accounting and finance from the University of Notre Dame.

About APA

APA Corporation owns consolidated subsidiaries that explore for and produce oil and natural gas in the United States, Egypt and the United Kingdom and that explore for oil and natural gas offshore Suriname. APA posts announcements, operational updates, investor information and press releases on its website, www.apacorp.com. Additional details regarding Suriname, ESG performance and other investor-related topics are posted at investor.apacorp.com.

Contacts

Investor: (281) 302-2286 Gary Clark

Media: (713) 296-7276 Alexandra Franceschi

Website: www.apacorp.com

Document and Entity Information	Jan. 07, 2024
Cover [Abstract]
Entity Registrant Name	APA Corp
Amendment Flag	false
Entity Central Index Key	0001841666
Document Type	8-K
Document Period End Date	Jan. 07, 2024
Entity Incorporation State Country Code	DE
Entity File Number	001-40144
Entity Tax Identification Number	86-1430562
Entity Address, Address Line One	2000 Post Oak Boulevard
Entity Address, Address Line Two	Suite 100
Entity Address, City or Town	Houston
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77056-4400
City Area Code	(713)
Local Phone Number	296-6000
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, $0.625 par value
Trading Symbol	APA
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false