UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
May 14, 2025
Commission File Number 1-15200
Equinor ASA
(Translation of registrant’s name into English)
FORUSBEEN 50, N-4035, STAVANGER, NORWAY
(Address of principal executive offices )
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
This Report on Form 6-K contains a press release issued by Equinor ASA on May 14, 2025, entitled "Equinor ASA: Minutes from the Annual General Meeting 2025".
Equinor ASA: Minutes from the Annual General Meeting 2025.
On 14 May 2025, the annual general meeting in Equinor ASA (OSE: EQNR, NYSE: EQNR) approved the annual report and accounts for Equinor ASA and the Equinor group for 2024, as proposed by the board of directors.
Further, the annual general meeting approved a cash dividend of US dollar (USD) 0.37 per share to be distributed for the fourth quarter of 2024.
The fourth quarter 2024 dividend accrues to the shareholders as registered in Equinor's shareholder register with the Norwegian Central Securities Depository (VPS) as of expiry of 16 May 2025. Subject to ordinary settlement in VPS, this implies that the right to dividend accrues to shareholders as of 14 May 2025. The shares will be traded ex-dividend on the Oslo Stock Exchange (Oslo Børs) from and including 15 May 2025. For US ADR (American Depository Receipts) holders, dividend accrues to the ADR-holders as of 14 May 2025, and the ex-dividend date will be from and including 16 May 2025.
Shareholders whose shares trade on the Oslo Stock Exchange will receive their dividend in Norwegian kroner (NOK). The NOK-dividend will be communicated on 22 May 2025. The expected payment date for the dividend is 28 May 2025.
The general meeting authorised the board of directors to resolve dividend payments based on the company's approved annual accounts for 2024. The authorisation is valid until the next annual general meeting, but no later than 30 June 2026.
The general meeting supported the company’s energy transition plan available at www.equinor.com/investors/2025-annual-general-meeting.
The plan describes the strategy for the company’s energy transition, including its actions and climate ambitions, its support for the Paris Agreement and how it plans to deliver energy with lower emissions over time while protecting long-term shareholder value and competitiveness.
Ten proposals from shareholders were up for voting. The shareholders' supporting statements and the board of directors' responses are available at www.equinor.com/investors/2025-annual-general-meeting. None of the shareholder proposals were adopted. Details are included in the attached minutes.
The general meeting endorsed the board's report on Corporate Governance for 2024 and the board of directors' 2024 Remuneration report.
Remuneration to the company's external auditor for 2024 was approved.
The general meeting adopted the nomination committee’s recommendation on election of members to the corporate assembly and the nomination committee, effective as from 1 June 2025 and until the annual general meeting in 2026. See attached minutes for details on elected members.
In accordance with the proposal from the nomination committee, the general meeting adopted the remuneration to the corporate assembly and to the nomination committee, effective as from 15 May 2024.
The general meeting authorised the board of directors on behalf of the company to acquire Equinor shares in the market to continue the company's share-based incentive plans for employees. The authorisation is valid until 30 June 2026. See attached minutes for details.
As part of the company's share buyback programme, the general meeting approved a reduction in capital through the cancellation of own shares and the redemption of shares belonging to the Norwegian State. See attached minutes for details.
To enable Equinor’s board of directors to utilise the share buyback mechanism permitted by the Norwegian Public Limited Liability Companies Act with respect to the distribution of capital to the company’s shareholders, the general meeting authorised the board of directors on behalf of the company to acquire Equinor shares in the market. It is a precondition that the repurchased shares are subsequently cancelled through a resolution by a new general meeting to reduce the company's share capital. The authorisation is valid until the next annual general meeting, but no later than 30 June 2026.
Minutes of the annual general meeting are enclosed.
Contact persons:
Investor relations: Bård Glad Pedersen, senior vice president, +47 918 01 791
Media relations: Sissel Rinde, vice president, +47 412 60 584
This information is subject to the disclosure requirements pursuant to Section 5-12 of the Norwegian Securities Trading Act
MINUTES OF THE ANNUAL GENERAL MEETING OF EQUINOR ASA 14 MAY 2025
The annual general meeting of Equinor ASA was held on 14 May 2025 in Equinor Business Center, Forusbeen 50, 4035 Stavanger and via Lumi AGM for digital attendance.
The chair of the board, the chair of the corporate assembly, the president and CEO, general counsel and the company’s auditor attended. Company secretary Alexander Terjesen recorded the minutes of the meeting.
The agenda was as follows:
| 1. | Opening of the annual general meeting by the chair of the corporate assembly
|
| 2. | Registration of represented shareholders and proxies
|
| 3. | Election of the chair of the meeting “Nils Morten Huseby, chair of the corporate assembly, is elected chair of the meeting.”
|
| 4. | Approval of the notice and the agenda “The notice and proposed agenda are approved.”
|
| 5. | Election of two persons to co-sign the minutes together with the chair of the meeting “Georg Fredrik Rabl and May-Kirsti Enger are elected to co-sign the minutes together with the chair of the meeting.”
|
| 6. | Approval of the annual report and accounts for Equinor ASA and the Equinor group for 2024, including the board of directors’ proposal for distribution of fourth quarter 2024 dividend In accordance with the proposal from the board, the general meeting adopted the following resolution: “The annual accounts and the annual report for 2024 for Equinor ASA and the Equinor group are approved, including group contributions from Equinor ASA to subsidiaries as described in the annual accounts. A fourth quarter 2024 dividend of USD 0.37 per share is approved to be distributed.”
|
| 7. | Authorisation to the board of directors to distribute dividend based on approved annual accounts for 2024 “The general meeting of Equinor ASA hereby authorises the board of directors to resolve the payments of dividend based on the company’s approved annual accounts for 2024, cf. the Norwegian Public Limited Liability Companies Act Section 8-2, second paragraph. The board of directors shall, when using the authorisation, make its decision in accordance with the company’s approved dividend policy. The board of directors shall before each decision to approve the payment of dividends consider if the company, after the payment of dividends, will have sufficient equity and liquidity, cf. Section 8-1 fourth paragraph cf. Section 3-4 of the Norwegian Public Limited Liability Companies Act. The authorisation is valid until the next annual general meeting, but no later than 30 June 2026.”
|
| 8. | Energy transition plan 2025 The chair of the meeting read the following statement on behalf of the Ministry of Trade, Industry and Fisheries: The State as owner refers to the company’s statement that some of their medium-term ambitions have been adjusted, but that they are still dedicated to long-term value creation in support of the goals of the Paris Agreement. The State understands the company’s needs to adapt to changed market conditions; cf., inter alia, the State's goal as owner, which is the highest possible return over time in a sustainable manner; St. 6 (2022–2023) Greener and more active state ownership (White Paper on Ownership). As a long-term owner, the State finds its important that the companies' long-term value creation supports the goals of the Paris Agreement, cf. the State's expectations of companies in which the State owns shares as set out in the White Paper on Ownership. It is the board's responsibility to manage the company, including setting the company's strategy, cf. the division of roles between the owner, the board of directors and the general manager as set out in company law, as well as generally recognised corporate governance principles and standards. It is also the board's responsibility to assess how the company should prioritise and work on the various areas and to follow up on the work." In accordance with the proposal from the board, the general meeting adopted the following resolution: “The general meeting supports the company's energy transition plan”
|
| 9. | Proposal from shareholder that Equinor shall discontinue the wind power business and decommission all wind power plants The shareholder’s proposal was not adopted.
|
| 10. | Proposal from shareholder that Equinor shall withdraw from all offshore wind projects and that all bonus schemes and salary increases should be omitted in 2025 for the Equinor board members and corporate executive committee The shareholder’s proposal was not adopted
|
| 11. | Proposal from shareholder that Equinor shall review work locations and work operations to ensure that any potentially hazardous conditions are identified The shareholder’s proposal was not adopted.
|
12. |
Proposal from shareholders that Equinor shall present a plan for how the company will reach the Paris Agreement goals and net-zero emissions by 2050 and terminate all overseas oil and gas projects The shareholders’ proposal was not adopted.
|
| 13. | Proposal from shareholder that Equinor shall separate the renewable energy part of the company and invest at least NOK 5 billion annually in the repair and renewal of Ukraine's energy infrastructure The shareholders’ proposal was not adopted.
|
| 14. | Proposal from shareholder that Equinor shall renew their green aims, avoid further international investment in oil and gas and donate billions to Ukraine The shareholder’s proposal was not adopted.
|
| 15. | Proposal from shareholder that Equinor shall gradually divest from all international operations The shareholder’s proposal was not adopted.
|
| 16. | Proposal from shareholder that Equinor shall review its guidelines and procedures for human rights due diligence assessments The shareholder’s proposal was not adopted.
|
| 17. | Proposal from shareholder that Equinor shall identify and manage risks and possibilities regarding climate and integrate these in the company’s strategy The shareholder’s proposal was not adopted.
|
| 18. | Proposal from shareholders that the board of directors of Equinor shall assess if the company’s planned increase in oil and gas production is consistent with the majority shareholder expectations The shareholders’ proposal was not adopted.
|
| 19. | The board of directors’ report on Corporate Governance In accordance with the proposal from the board, the general meeting adopted the following resolution: “The general meeting endorses the board of directors’ report on Corporate Governance for 2024.”
|
| 20. | The board of directors’ report for salary and other remuneration for leading personnel In accordance with the proposal from the board, the general meeting adopted the following resolution: “The general meeting endorses the board of directors’ 2024 Remuneration report.”
|
| 21. | Approval of remuneration for the company’s external auditor for 2024 “Remuneration to the auditor for 2024 of NOK 55,611,228 for Equinor ASA is approved.”
|
| 22. | Election of member to the corporate assembly “Berit L. Henriksen is elected as member of Equinor ASA’s corporate assembly effective from 1 June 2025 and until the annual general meeting in 2026.”
|
| 23. | Determination of remuneration for the corporate assembly members “The remuneration to the corporate assembly is adjusted effective from 15 May 2025 as follows: From
To
|
| 24. | Election of member to the nomination committee “Karl C. W. Mathisen is elected as member of Equinor ASA’s nomination committee effective from 1 June 2025 and until the annual general meeting in 2026.”
|
| 25. | Determination of remuneration for the nomination committee members “The remuneration to the nomination committee is adjusted effective from 15 May 2024 as follows: From
To
|
| 26. | Authorisation to acquire Equinor shares in the market to continue operation of the company’s share-based incentive plans “The board of directors is authorised on behalf of the company to acquire Equinor shares in the market. The authorisation may be used to acquire own shares at a total nominal value of up to NOK 36,000,000. Shares acquired pursuant to this authorisation may only be used for sale and transfer to employees of the Equinor group as part of the group’s share-based incentive plans, including the long-term incentive plan, as approved by the board of directors. The minimum and maximum amount that may be paid per share will be NOK 50 and NOK 1,000, respectively. Within these limits, the board of directors shall itself decide at what price and at what time such acquisition shall take place. The authorisation is valid until 30 June 2026. This authorisation replaces, from the time of registration in the Register of Business Enterprises, the previous authorisation to acquire own shares for the company’s share-based incentive plans for employees granted by the annual general meeting on 14 May 2024.”
|
| 27. | Reduction in capital through the cancellation of own shares and the redemption of shares belonging to the Norwegian State “As part of the implementation of the company’s share buy-back programme, the company’s share capital will be reduced by NOK 589,934,295 from NOK 6,981,953,075.00 to NOK 6,392,018,780.00. Of the total capital reduction amount: (i) NOK 194,678,317.50 will be used to cancel 77,871,327 own shares, and In addition to the capital reduction amount described in item (ii) above, the Norwegian State by the Ministry of Trade, Industry and Fisheries shall receive NOK42,938,907,775.65, with a deduction for fourth quarter 2024 dividend of USD 0.37 per share and corresponding interest compensation. The part of the amount paid to the Norwegian State that exceeds the nominal value of the shares, shall be covered by retained earnings. With effect from the time the capital reduction has been registered, Article 3 of the company’s Articles of Association will be amended to read as follows: “The share capital of the company is NOK 6,392,018,780.00 divided into 2,556,807,512 shares of NOK 2.50 each.””
|
| 28. | Authorisation to the board of directors to acquire Equinor ASA shares in the market for subsequent cancellation “The general meeting of Equinor ASA hereby authorises the board of directors to acquire in the market, on behalf of the company, Equinor shares with a total nominal value of up to NOK 210 million. The minimum and maximum amount that can be paid per share will be NOK 50 and NOK 1,000, respectively. Within these limits, the board of directors shall itself decide at what price and at what time such acquisition shall take place. Own shares acquired pursuant to this authorisation may only be used for cancellation through a reduction of the company’s share capital, pursuant to the Norwegian Public Limited Liability Companies Act Section 12-1. This authorisation is valid until the next annual general meeting, but no later than 30 June 2026.”
|
***** Stavanger, 14 May 2025 |
|
|
|
_________[Signed]___________ |
_________[Signed]___________ |
_________[Signed]___________ |
Nils Morten Huseby |
Georg Fredrik Rabl |
May-Kirsti Enger |
Appendix 1: Overview of shares represented at the annual general meeting, either by personal or digital attendance, by advance voting or by proxy,
Appendix 2: The voting results for the individual items.
Attendance Summary report
Equinor ASA |
|
|
|
AGM |
|
|
|
14 May 2025 |
|
|
|
|
|
|
|
Registered Attendees: |
54 |
|
|
Total Votes Represented: |
2 384 697 241 |
|
|
Total Accounts Represented: |
46 |
|
|
|
|
|
|
Total Voting Capital: |
2 706 635 178 |
|
|
% Total Voting Capital Represented: |
88,11 % |
|
|
Total Capital: |
2 792 781 230 |
|
|
% Total Capital Represented: |
85,39 % |
|
|
Company Own Shares: |
86 146 052 |
|
|
|
|
|
|
Sub Total: |
54 | 2 384 697 | 241 |
Capacity |
Registered Attendees |
Registered Votes |
Accounts |
Shareholder (web) |
44 | 1 871 224 614 | 44 |
3rd Party Proxy (web) |
1 | 331 | 2 |
Guest (web) |
8 | 0 | 0 |
Advance votes |
0 | 512 664 765 | 95 806 |
COB with Proxy |
1 | 781 704 | 374 |
COB with instructions |
0 | 25 827 | 33 |
Registrar for the company: |
DNB Bank ASA |
|
_______________________________ |
Signature company: |
EQUINOR ASA |
|
_______________________________ |
EQUINOR ASA GENERAL MEETING 14 MAY 2025
As scrutineer appointed for the purpose of the Poll taken at the General Meeting of the Members of the Company held on 14 May 2025, I HEREBY CERTIFY that the result of the Poll is correctly set out as follows:-
| Issued voting shares: 2,926,701,111 |
||||||||
VOTES |
% |
VOTES |
% |
VOTES |
VOTES |
% ISSUED VOTING SHARES VOTED |
NO VOTES IN MEETING |
|
3 |
2 383 436 237 | 100,00 | 105 657 | 0,00 | 1 150 906 | 2 384 692 800 | 88,11 % | 4 441 |
4 |
2 383 454 149 | 100,00 | 79 543 | 0,00 | 1 157 204 | 2 384 690 896 | 88,11 % | 6 345 |
5 |
2 383 506 403 | 100,00 | 62 045 | 0,00 | 1 138 952 | 2 384 707 400 | 88,11 % | 3 236 |
6 |
2 376 753 792 | 99,73 | 6 410 279 | 0,27 | 1 530 839 | 2 384 694 910 | 88,11 % | 2 340 |
7 |
2 383 613 212 | 100,00 | 50 372 | 0,00 | 1 029 594 | 2 384 693 178 | 88,11 % | 4 063 |
8 |
2 238 487 922 | 95,65 | 101 724 905 | 4,35 | 44 478 652 | 2 384 691 479 | 88,11 % | 5 762 |
9 |
3 320 640 | 0,14 | 2 379 191 546 | 99,86 | 2 182 891 | 2 384 695 077 | 88,11 % | 2 164 |
10 |
3 305 797 | 0,14 | 2 379 220 719 | 99,86 | 2 168 561 | 2 384 695 077 | 88,11 % | 2 164 |
11 |
28 031 394 | 1,18 | 2 349 986 393 | 98,82 | 6 677 290 | 2 384 695 077 | 88,11 % | 2 164 |
12 |
15 290 006 | 0,64 | 2 366 458 658 | 99,36 | 2 946 238 | 2 384 694 902 | 88,11 % | 2 340 |
13 |
2 823 995 | 0,12 | 2 378 362 697 | 99,88 | 3 508 385 | 2 384 695 077 | 88,11 % | 2 164 |
14 |
4 581 116 | 0,19 | 2 376 566 626 | 99,81 | 3 547 156 | 2 384 694 898 | 88,11 % | 2 343 |
15 |
2 279 502 | 0,10 | 2 380 230 220 | 99,90 | 2 185 366 | 2 384 695 088 | 88,11 % | 2 153 |
16 |
82 894 818 | 3,48 | 2 297 076 553 | 96,52 | 4 723 706 | 2 384 695 077 | 88,11 % | 2 164 |
17 |
91 930 592 | 3,86 | 2 289 618 098 | 96,14 | 3 146 387 | 2 384 695 077 | 88,11 % | 2 164 |
18 |
85 011 329 | 3,59 | 2 281 744 792 | 96,41 | 17 938 956 | 2 384 695 077 | 88,11 % | 2 164 |
| 19 | 2 383 148 435 | 99,98 | 360 508 | 0,02 | 1 185 999 | 2 384 694 942 | 88,11 % | 2 299 |
| 20 | 2 148 159 432 | 90,15 | 234 582 747 | 9,85 | 1 952 898 | 2 384 695 077 | 88,11 % | 2 164 |
| 21 | 2 382 306 344 | 99,95 | 1 227 766 | 0,05 | 1 160 747 | 2 384 694 857 | 88,11 % | 2 384 |
| 22 | 2 383 067 038 | 99,98 | 423 280 | 0,02 | 1 204 539 | 2 384 694 857 | 88,11 % | 2 384 |
| 23 | 2 382 982 327 | 99,98 | 467 029 | 0,02 | 1 245 501 | 2 384 694 857 | 88,11 % | 2 384 |
| 24 | 2 382 234 471 | 99,95 | 1 246 647 | 0,05 | 1 213 739 | 2 384 694 857 | 88,11 % | 2 384 |
| 25 | 2 383 084 668 | 99,99 | 307 813 | 0,01 | 1 302 376 | 2 384 694 857 | 88,11 % | 2 384 |
| 26 | 2 236 421 275 | 93,83 | 147 170 216 | 6,17 | 1 103 531 | 2 384 695 022 | 88,11 % | 2 219 |
| 27 | 2 383 400 228 | 99,99 | 159 293 | 0,01 | 1 134 827 | 2 384 694 348 | 88,11 % | 2 893 |
| 28 | 2 383 254 706 | 99,99 | 314 076 | 0,01 | 1 126 240 | 2 384 695 022 | 88,11 % | 2 219 |
Registrar for the company: |
DNB Bank ASA |
|
[Signed]___________________________ |
Signature company: |
EQUINOR ASA |
|
[Signed]________________________ |
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, thereunto duly authorized.
|
EQUINOR ASA |
|
Dated: May 14, 2025 |
By: |
___/s/ Torgrim Reitan |