ConocoPhillips filed SEC Form 8-K: Leadership Update, Regulation FD Disclosure, Financial Statements and Exhibits
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) Election of Directors
On September 3, 2024, the Board of Directors (the “Board”) of ConocoPhillips (the “Company”) voted to increase the size of the Board from 11 members to 12 members and to elect Ms. Nelda J. Connors to the Board of the Company, to serve until her successor shall have been duly elected and qualified or until her earlier resignation or removal.
The Board appointed Ms. Connors to serve as a member of the Audit and Finance Committee and the Public Policy and Sustainability Committee.
Ms. Connors will receive compensation in accordance with policies and procedures previously approved by the Board for non-employee directors of the Company and as more fully described in the Company’s Proxy Statement on Schedule 14A related to the 2024 Annual Meeting of Stockholders under the heading “Non-Employee Director Compensation” (and such description is incorporated herein by reference).
There is no arrangement or understanding between Ms. Connors and any other person pursuant to which Ms. Connors was appointed as a director. Ms. Connors has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
| Item 7.01 | Regulation FD Disclosure |
On September 3, 2024, the Company issued a press release (the “Press Release”) announcing the appointment of Ms. Connors to the Board. A copy of the Press Release is furnished as Exhibit 99.1 hereto and is incorporated by reference into this Item 7.01.
The information in this Item 7.01 and Exhibit 99.1 hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section and shall not be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as set forth by specific reference in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits | |
| Exhibit No. | Description | |
| 99.1 | Press Release, dated September 3, 2024 | |
| 104 | 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.
| CONOCOPHILLIPS | |
| /s/ Kelly B. Rose | |
| Kelly B. Rose | |
| Senior Vice President, Legal, General Counsel and Corporate Secretary |
September 3, 2024
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