DEFA14A

UNITED STATES

 

SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C. 20549

 

SCHEDULE 14A

 

Proxy Statement Pursuant to Section 14(a)

 

of the Securities Exchange Act of 1934

 

(Amendment No. )

 

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Check the appropriate box:

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Preliminary Proxy Statement

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Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material Pursuant to §240.14a-12

 

CONOCOPHILLIPS

 

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(Name of Registrant as Specified In Its Charter)

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

 

 

Payment of Filing Fee (Check the appropriate box):

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No fee required.

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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11

    

 

(1) Title of each class of securities to which transaction applies:

    

 

(2) Aggregate number of securities to which transaction applies:

    

 

(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

    

 

(4) Proposed maximum aggregate value of transaction:

    

 

(5) Total fee paid:

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Fee paid previously with preliminary materials.

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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

    

 

(1) Amount Previously Paid:

    

 

(2) Form, Schedule or Registration Statement No.:

    

 

(3) Filing Party:

    

 

(4) Date Filed:


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Exercise Your Right to Vote Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on May 13, 2014.CONOCOPHILLIPS Meeting Information Meeting Type: Annual Meeting For holders as of: March 14, 2014 Date: May 13, 2014 Time: 9:00 a.m., Central Time Location: Omni Houston Hotel at Westside 13210 Katy Freeway Houston, Texas 77079 You are receiving this communication because you hold shares in the company named above. This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side). We encourage you to access and review all of the important information contained in the proxy materials before voting. See the reverse side of this notice to obtain proxy materials and voting instructions.


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Before You Vote How to Access the Proxy Materials Proxy Materials Available to VIEW or RECEIVE: NOTICE AND PROXY STATEMENT ANNUAL REPORT How to View Online: Have the information that is printed in the box marked by the arrow (located on the following page) and visit: www.proxyvote.com. How to Request and Receive a PAPER or E-MAIL Copy: If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request: 1) BY INTERNET: www.proxyvote.com 2) BY TELEPHONE: 1-800-579-1639 3) BY E-MAIL*: sendmaterial@proxyvote.com * If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow (located on the following page) in the subject line. ? XXXX XXXX XXXX ? XXXX XXXX XXXX Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before April 29, 2014 to facilitate timely delivery. M69622- How To Vote Please Choose One of the Following Voting Methods Vote In Person: Please review the proxy materials for information on what you will need to bring to be admitted to the meeting. You will need valid picture identification and an admission ticket or proof of ownership. THIS NOTICE WILL SERVE AS AN ADMISSION TICKET. Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow (located on the following page) available and follow the instructions. Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card. ?


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Voting Items THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” ITEMS 1-4. 1. ELECTION OF DIRECTORS 2. Proposal to ratify appointment of Ernst & Young LLP as ConocoPhillips’ independent registered public accounting firm for 2014. Nominees: 1a. Richard L. Armitage 3. Advisory Approval of Executive Compensation. 1b. Richard H. Auchinleck 4. Approval of 2014 Omnibus Stock and Performance Incentive Plan of ConocoPhillips. 1c. Charles E. Bunch THE BOARD OF DIRECTORS RECOMMENDS A VOTE “AGAINST” ITEMS 5-6. 1d. James E. Copeland, Jr. 1e. Jody L. Freeman 5. Report on Lobbying Expenditures. 1f. Gay Huey Evans 6. Greenhouse Gas Reduction Targets. 1g. Ryan M. Lance 7. In its discretion, upon such other matters that may properly come before the meeting or any adjournment or adjournments thereof. 1h. Robert A. Niblock M69623-P47741 1i. Harald J. Norvik 1j. William E. Wade, Jr.


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M69624-P47741