Current Report Filing (8-k)
May 13 2021 - 7:52AM
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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 13, 2021 (May 11, 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 5.07
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Submission of Matters to a Vote of Security Holders.
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ConocoPhillips held its annual meeting of stockholders
on May 11, 2021. The results of the matters submitted to a vote of the stockholders at the meeting are set forth below.
ELECTION OF DIRECTORS
All 15 nominated directors were elected to serve
a one-year term.
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Number of Shares
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Voted For
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Voted Against
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Abstentions
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Broker Nonvotes
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Charles E. Bunch
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1,005,028,176
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34,627,207
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1,424,619
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126,107,450
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Caroline Maury Devine
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1,029,234,879
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10,289,127
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1,555,996
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126,107,450
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John V. Faraci
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1,009,084,759
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30,502,610
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1,492,633
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126,107,450
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Jody Freeman
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1,028,396,824
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11,335,154
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1,348,024
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126,107,450
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Gay Huey Evans OBE
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1,031,969,351
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7,718,891
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1,391,760
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126,107,450
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Jeffrey A. Joerres
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1,012,479,151
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26,901,374
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1,699,477
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126,107,450
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Ryan M. Lance
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980,162,836
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54,144,868
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6,772,298
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126,107,450
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Timothy A. Leach
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1,022,128,727
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17,126,143
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1,825,132
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126,107,450
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William H. McRaven
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1,020,282,028
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19,410,775
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1,387,199
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126,107,450
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Sharmila Mulligan
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1,018,329,257
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21,191,659
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1,559,086
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126,107,450
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Eric D. Mullins
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1,034,334,303
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5,209,926
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1,535,773
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126,107,450
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Arjun N. Murti
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1,012,097,516
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27,514,593
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1,467,893
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126,107,450
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Robert A. Niblock
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880,695,061
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150,974,738
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9,410,203
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126,107,450
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David T. Seaton
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1,032,791,522
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6,835,128
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1,453,352
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126,107,450
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R.A. Walker
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1,004,311,568
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35,106,070
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1,662,364
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126,107,450
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RATIFICATION OF AUDITORS
The ratification of the appointment of Ernst &
Young LLP as ConocoPhillips’ independent registered public accounting firm for 2021 was approved.
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Number of Shares
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Voted For
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Voted Against
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Abstentions
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Broker Nonvotes
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Ratification of Appointment of Ernst & Young LLP as ConocoPhillips’ Independent Registered Public Accounting Firm
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1,115,771,503
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49,921,636
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1,494,313
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-
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ADVISORY APPROVAL OF EXECUTIVE COMPENSATION
The advisory approval of the compensation of our
Named Executive Officers was approved.
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Number of Shares
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Voted For
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Voted Against
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Abstentions
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Broker Nonvotes
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Advisory Approval of the Compensation of our Named Executive Officers
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961,950,468
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75,831,911
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3,297,623
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126,107,450
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STOCKHOLDER PROPOSAL – SIMPLE MAJORITY VOTE
STANDARD
A stockholder proposal for the Board of Directors
to take each step necessary so that each voting requirement in our charter and bylaws that calls for a greater than simple majority vote
be eliminated and replaced by a requirement for a simple majority vote in compliance with applicable laws was approved.
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Number of Shares
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Voted For
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Voted Against
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Abstentions
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Broker Nonvotes
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Stockholder Proposal – Simple Majority Vote Standard
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1,031,539,986
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7,544,178
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1,995,838
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126,107,450
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STOCKHOLDER PROPOSAL - EMISSION REDUCTION TARGETS
A stockholder proposal for ConocoPhillips to set
emission reduction targets covering the greenhouse gas emissions of the company’s operations as well as its energy products (Scope
1, 2 and 3) was approved.
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Number of Shares
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Voted For
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Voted Against
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Abstentions
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Broker Nonvotes
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Stockholder Proposal – Emission Reduction Targets
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610,416,225
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418,551,812
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12,111,965
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126,107,450
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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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May 13, 2021
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Shannon B. Kinney
Deputy General Counsel, Chief Compliance Officer
and Corporate Secretary
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