Form 8-K - Current report

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 16, 2024 (May 14, 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 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 14, 2024. As of the record date for the annual meeting, there were a total of 1,171,101,335 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		913,836,324		11,406,883		1,097,023		108,813,070
Gay Huey Evans CBE		886,229,633		38,778,790		1,331,807		108,813,070
Jeffrey A. Joerres		877,172,387		48,056,570		1,111,273		108,813,070
Ryan M. Lance		891,273,836		34,059,635		1,006,759		108,813,070
Timothy A. Leach		909,030,925		16,221,876		1,087,429		108,813,070
William H. McRaven		904,384,011		20,866,720		1,089,499		108,813,070
Sharmila Mulligan		908,974,689		16,308,396		1,057,145		108,813,070
Eric D. Mullins		880,655,340		43,839,717		1,845,173		108,813,070
Arjun N. Murti		906,194,887		18,978,522		1,166,821		108,813,070
Robert A. Niblock		750,128,354		175,088,341		1,123,535		108,813,070
David T. Seaton		881,822,638		41,719,128		2,798,464		108,813,070
R.A. Walker		896,941,554		28,113,105		1,285,571		108,813,070

RATIFICATION OF AUDITORS

The ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2024 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		987,160,666		46,876,919		1,115,715		-

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		886,492,959		37,485,385		2,361,886		108,813,070

STOCKHOLDER PROPOSAL – SIMPLE MAJORITY VOTE

A stockholder proposal for the Company to eliminate any voting requirement in our Charter and By-Laws that calls for a greater than simple majority vote and replace it with a simple majority vote standard was approved.

	Number of Shares
	Voted For		Voted Against		Abstentions		Broker Nonvotes
Stockholder Proposal – Simple Majority Vote		915,329,843		9,486,727		1,523,660		108,813,070

STOCKHOLDER PROPOSAL – REVISIT PAY INCENTIVES FOR GHG EMISSION REDUCTIONS

A stockholder proposal for our Board of Directors’ Human Resources and Compensation Committee to revisit its pay incentives for executive pay and consider eliminating greenhouse gas reduction targets from compensation was not approved.

	Number of Shares
	Voted For		Voted Against		Abstentions		Broker Nonvotes
Stockholder Proposal – Revisit Pay Incentives for GHG Emission Reductions		7,042,896		914,163,512		5,133,822		108,813,070

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
May 16, 2024	Kelly B. Rose
	Senior Vice President, Legal,
	General Counsel and Corporate Secretary

Cover	May 14, 2024
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 14, 2024
Entity File Number	001-32395
Entity Registrant Name	ConocoPhillips
Entity Central Index Key	0001163165
Entity Tax Identification Number	01-0562944
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	925 N. Eldridge Parkway
Entity Address, City or Town	Houston
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77079
City Area Code	281
Local Phone Number	293-1000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock [Member]
Document Information [Line Items]
Title of 12(b) Security	Common Stock, $.01 Par Value
Trading Symbol	COP
Security Exchange Name	NYSE
Seven Percent Debentures Due Twenty Twenty Nine [Member]
Document Information [Line Items]
Title of 12(b) Security	7% Debentures due 2029
Trading Symbol	CUSIP – 718507BK1
Security Exchange Name	NYSE