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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):
February 15, 2024 (February 9, 2024)
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. |
On February 9, 2024, Dominic E. Macklon,
executive vice president, strategy, sustainability and technology announced his decision to retire effective May 1, 2024, due to
family medical reasons. The press release issued by the Company on February 15, 2024 announcing Mr. Macklon’s retirement
is filed as Exhibit 99.1 hereto and incorporated herein by reference.
Item 9.01 | Financial Statements
and Exhibits. |
(d) Exhibits
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 |
February 15, 2024
Exhibit 99.1
|
925
North Eldridge Parkway
Houston, TX 77079
Media Relations: 281-293-1149
www.conocophillips.com/media |
NEWS RELEASE
Feb. 15,
2024
ConocoPhillips announces Dominic Macklon to retire after 33 years
with the company
HOUSTON – ConocoPhillips
(NYSE: COP) today announced that Dominic Macklon, executive vice president, Strategy, Sustainability and Technology, has elected to retire
effective May 1, 2024, for family medical reasons after 33 dedicated years of service.
Dominic began his career with Conoco in 1991 and held numerous engineering,
business development, operations and leadership roles of increasing responsibility before becoming a valued member of the company’s
executive leadership team in 2018. Since then, he led the company’s Lower 48 business and went on to oversee corporate planning
and development, global technical functions, information technology, sustainable development and low carbon technologies.
“I want to thank Dominic for his leadership, dedication and significant contributions during his distinguished 33 years with ConocoPhillips,”
said Ryan Lance, chairman and chief executive officer. “Dominic has played an important role in identifying and driving value from
low cost of supply opportunities across our global portfolio while positioning our company for the energy transition and accelerating
our emissions reduction initiatives. I wish Dominic the best in retirement as he relocates back to the U.K.”
--- # # # ---
About ConocoPhillips
ConocoPhillips is one of the world’s leading exploration and
production companies based on both production and reserves, with a globally diversified asset portfolio. Headquartered in Houston, Texas,
ConocoPhillips had operations and activities in 13 countries, $96 billion of total assets, and approximately 9,900 employees at Dec. 31,
2023. Production averaged 1,826 MBOED for the twelve months ended Dec. 31, 2023, and preliminary proved reserves were 6.8 BBOE as
of Dec. 31, 2023.
For more information, go to www.conocophillips.com.
Contacts
Dennis Nuss (media)
281-293-1149
dennis.nuss@conocophillips.com
Investor Relations
281-293-5000
investor.relations@conocophillips.com
CAUTIONARY STATEMENT FOR THE PURPOSES OF THE "SAFE HARBOR"
PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
This news release contains forward-looking statements as defined
under the federal securities laws. Forward-looking statements relate to future events, plans and anticipated results of operations, business
strategies, and other aspects of our operations or operating results. Words and phrases such as “ambition,” “anticipate,"
“estimate,” “believe,” “budget,” “continue,” “could,” “intend,”
“may,” “plan,” “potential,” “predict," “seek,” “should,” “will,”
“would,” “expect,” “objective,” “projection,” “forecast,” “goal,”
“guidance,” “outlook,” “effort,” “target” and other similar words can be used to identify
forward-looking statements. However, the absence of these words does not mean that the statements are not forward-looking. Where, in
any forward-looking statement, the company expresses an expectation or belief as to future results, such expectation or belief is expressed
in good faith and believed to be reasonable at the time such forward-looking statement is made. However, these statements are not guarantees
of future performance and involve certain risks, uncertainties and other factors beyond our control. Therefore, actual outcomes and results
may differ materially from what is expressed or forecast in the forward-looking statements. Factors that could cause actual results or
events to differ materially from what is presented include changes in commodity prices, including a prolonged decline in these prices
relative to historical or future expected levels; global and regional changes in the demand, supply, prices, differentials or other market
conditions affecting oil and gas, including changes resulting from any ongoing military conflict, including the conflicts in Ukraine
and the Middle East, and the global response to such conflict, security threats on facilities and infrastructure, or from a public health
crisis or from the imposition or lifting of crude oil production quotas or other actions that might be imposed by OPEC and other producing
countries and the resulting company or third-party actions in response to such changes; insufficient liquidity or other factors, such
as those listed herein, that could impact our ability to repurchase shares and declare and pay dividends such that we suspend our share
repurchase program and reduce, suspend, or totally eliminate dividend payments in the future, whether variable or fixed; changes in expected
levels of oil and gas reserves or production; potential failures or delays in achieving expected reserve or production levels from existing
and future oil and gas developments, including due to operating hazards, drilling risks or unsuccessful exploratory activities; unexpected
cost increases, inflationary pressures or technical difficulties in constructing, maintaining or modifying company facilities; legislative
and regulatory initiatives addressing global climate change or other environmental concerns; public health crises, including pandemics
(such as COVID-19) and epidemics and any impacts or related company or government policies or actions; investment in and development
of competing or alternative energy sources; potential failures or delays in delivering on our current or future low-carbon strategy,
including our inability to develop new technologies; disruptions or interruptions impacting the transportation for our oil and gas production;
international monetary conditions and exchange rate fluctuations; changes in international trade relationships or governmental policies,
including the imposition of price caps, or the imposition of trade restrictions or tariffs on any materials or products (such as aluminum
and steel) used in the operation of our business, including any sanctions imposed as a result of any ongoing military conflict, including
the conflicts in Ukraine and the Middle East; our ability to collect payments when due, including our ability to collect payments from
the government of Venezuela or PDVSA; our ability to complete any announced or any future dispositions or acquisitions on time, if at
all; the possibility that regulatory approvals for any announced or any future dispositions or acquisitions will not be received on a
timely basis, if at all, or that such approvals may require modification to the terms of the transactions or our remaining business;
business disruptions following any announced or future dispositions or acquisitions, including the diversion of management time and attention;
the ability to deploy net proceeds from our announced or any future dispositions in the manner and timeframe we anticipate, if at all;
potential liability for remedial actions under existing or future environmental regulations; potential liability resulting from pending
or future litigation, including litigation related directly or indirectly to our transaction with Concho Resources Inc.; the impact of
competition and consolidation in the oil and gas industry; limited access to capital or insurance or significantly higher cost of capital
or insurance related to illiquidity or uncertainty in the domestic or international financial markets or investor sentiment; general
domestic and international economic and political conditions or developments, including as a result of any ongoing military conflict,
including the conflicts in Ukraine and the Middle East; changes in fiscal regime or tax, environmental and other laws applicable to our
business; and disruptions resulting from accidents, extraordinary weather events, civil unrest, political events, war, terrorism, cybersecurity
threats or information technology failures, constraints or disruptions; and other economic, business, competitive and/or regulatory factors
affecting our business generally as set forth in our filings with the Securities and Exchange Commission. Unless legally required, ConocoPhillips
expressly disclaims any obligation to update any forward-looking statements, whether as a result of new information, future events or
otherwise.
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