UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
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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. |
On January 9, 2025, the Management Development and Compensation Committee of the Board of Directors of APA Corporation (the “Company”) approved both a new form of Performance Share Program Agreement (the “Performance Share Program Agreement”) and a new form of Stock Option Award Agreement (the “Option Award Agreement,” and, together with the Performance Share Program Agreement, the “Award Agreements”). Pursuant to the Award Agreements, the Company will award performance shares (“Performance Shares”) and stock options to purchase shares of the Company’s common stock, respectively, to the Company’s executive officers under the Company’s 2016 Omnibus Compensation Plan, as amended.
The Performance Share Program Agreement mirrors the Company’s previous form of performance share program agreement, except that the Performance Share Program Agreement provides that vesting of the Performance Shares is based on two individually weighted measures of performance: Relative Total Shareholder Return (60%) and Cash Return on Invested Capital (40%).
The Option Award Agreement mirrors the Company’s previous form of stock option award agreement utilized in 2018, with updates based on amendments made to the previously issued stock option award agreements, which include, but are not limited to, revising the definition of “Involuntary Termination.”
The foregoing descriptions of the Award Agreements do not purport to be complete and are subject to, and are qualified in their entirety by, the full text of the Performance Share Program Agreement and the Option Award Agreement, which are attached hereto as Exhibit 10.1 and Exhibit 10.2, respectively, and are incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit |
Description | |
| 10.1 | Form of 2025 Performance Share Program Agreement (2016 Omnibus Compensation Plan), dated January 9, 2025. | |
| 10.2 | Form of 2025 Stock Option Award Agreement (2016 Omnibus Compensation Plan), dated January 9, 2025. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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.
| APA CORPORATION | ||||||
| Date: January 10, 2025 | By: | /s/ Rajesh Sharma | ||||
| Rajesh Sharma | ||||||
| Corporate Secretary | ||||||