ConocoPhillips filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders

 

 

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 15, 2025 (May 13, 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 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 (the “Company”) held its annual meeting of stockholders on May 13, 2025.  As of the record date for the annual meeting, there were a total of 1,264,165,351 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 12 nominated directors were elected to serve a one-year term.

 

		Number of Shares
		Voted For		Voted Against		Abstentions		Broker Nonvotes
Dennis V. Arriola		963,890,963		10,165,036		2,279,122		121,266,614
Nelda J. Connors		960,530,396		13,536,580		2,268,145		121,266,614
Gay Huey Evans CBE		947,764,866		25,684,636		2,885,619		121,266,614
Jeffrey A. Joerres		938,628,386		35,415,521		2,291,214		121,266,614
Ryan M. Lance		943,111,986		30,727,496		2,495,639		121,266,614
Timothy A. Leach		961,715,334		12,322,439		2,297,348		121,266,614
William H. McRaven		962,058,517		12,054,568		2,222,036		121,266,614
Sharmila Mulligan		962,686,595		11,422,906		2,225,620		121,266,614
Arjun N. Murti		957,448,795		16,638,062		2,248,264		121,266,614
Robert A. Niblock		927,253,901		46,693,452		2,387,768		121,266,614
David T. Seaton		920,746,411		53,353,002		2,235,708		121,266,614
R.A. Walker		961,408,420		12,627,132		2,299,569		121,266,614

 

RATIFICATION OF AUDITORS

 

The ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2025 was approved.

 

		Number of Shares
		Voted For		Voted Against		Abstentions		Broker Nonvotes
Ratification of Appointment of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm		1,058,841,639		36,947,394		1,812,702		-

 

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 on the Compensation of our Named Executive Officers		941,241,703		31,714,210		3,379,208		121,266,614

 

 

ADOPTION OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO ELIMINATE SUPERMAJORITY VOTING PROVISIONS

 

A proposal to approve 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 to Eliminate Supermajority Voting Provisions		965,794,588		8,359,963		2,180,570		121,266,614

 

STOCKHOLDER PROPOSAL – REMOVE EMISSIONS REDUCTION TARGETS

 

A stockholder proposal for ConocoPhillips to remove all emissions reduction targets covering greenhouse gas emissions from its operations and energy products was not approved.

 

		Number of Shares
		Voted For		Voted Against		Abstentions		Broker Nonvotes
Stockholder Proposal – Remove Emissions Reduction Targets		11,018,355		956,920,669		8,396,097		121,266,614

 

 

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
May 15, 2025	Senior Vice President, Legal, General Counsel and Corporate Secretary