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    ConocoPhillips filed SEC Form 8-K: Leadership Update, Regulation FD Disclosure, Financial Statements and Exhibits

    7/1/25 8:12:44 AM ET
    $COP
    Integrated oil Companies
    Energy
    Get the next $COP alert in real time by email
    false 0001163165 0001163165 2025-07-01 2025-07-01 0001163165 us-gaap:CommonStockMember 2025-07-01 2025-07-01 0001163165 cop:SevenPercentDebenturesDueTwentyTwentyNineMember 2025-07-01 2025-07-01 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

     

     

     

    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): July 1, 2025

     

    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 Symbol(s)   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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

     

    (d)Election of Directors

     

    On July 1, 2025, the Board of Directors (the “Board”) of ConocoPhillips (the “Company”) voted to increase the size of the Board from 12 members to 13 members and to elect Kathleen (Katie) McGinty 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. McGinty to serve as a member of the Audit and Finance Committee and the Public Policy and Sustainability Committee.

     

    Ms. McGinty 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 2025 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. McGinty and any other person pursuant to which Ms. McGinty was appointed as a director. Ms. McGinty has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

     

    Item 7.01Regulation FD Disclosure

     

    On July 1, 2025, the Company issued a press release (the “Press Release”) announcing the appointment of Ms. McGinty 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 9.01Financial Statements and Exhibits.

     

    (d)Exhibits

     

      Exhibit No. Description
         
     99.1 Press Release, dated July 1, 2025
        
     104 Cover Page Interactive Data File (formatted as Inline XBRL and filed herewith)

     

    2

     

     

    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

     

    July 1, 2025

     

    3

     

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