UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
May 19, 2009
(Date of earliest event reported)
ANADARKO PETROLEUM CORPORATION
(Exact name of registrant as specified in its charter)
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| Delaware
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1-8968
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76-0146568 |
| (State or Other Jurisdiction
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(Commission File Number)
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(I.R.S. Employer |
| of Incorporation)
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Identification No.) |
1201 Lake Robbins Drive
The Woodlands, Texas 77380-1046
(Address of principal executive offices including Zip Code)
(832) 636-1000
(Registrant’s telephone number, including area code)
N.A.
(Former name or former address, if changed since last report)
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Restated Certificate of Incorporation
Effective May 21 2009, Anadarko Petroleum Corporation (the “Company”) filed a Certificate of
Elimination and Retirement (the “Certificate of Elimination”) with the Secretary of State of the
State of Delaware for the purpose of eliminating the Company’s Series A Junior Participating
Preferred Stock, its 5.46% Cumulative Preferred Stock Series B and its Series C Junior
Participating Preferred Stock, of which no shares of any series were issued or outstanding as of
that date. This summary is qualified in its entirety by reference to the Certificate of
Elimination and filed as Exhibit 3.1 attached hereto and incorporated by reference herein.
At the Company’s 2009 Annual Meeting of Stockholders held on May 19, 2009 (the “Annual Meeting”),
the stockholders of the Company approved amendments to the Company’s Restated Certificate of
Incorporation, as amended (the “Restated Certificate”), as described in the Company’s Proxy
Statement dated March 27, 2009, relating to the Annual Meeting. These amendments provide for the
phased elimination over three years of the Company’s classified Board of Directors, as well as
certain conforming changes and other technical amendments (the “Amendments”). As a result of the
Amendments, all members of the Board of Directors will be elected annually beginning at the 2012
Annual Meeting. The directors elected at the 2009 Annual Meeting were elected to serve a full
three-year term. The directors to be elected at the 2010 Annual Meeting will be elected to serve a
two-year term and the directors elected at the 2011 Annual Meeting will be elected to serve a
one-year term. The Amendments also eliminate from the Restated Certificate the minimum and maximum
size of the Board of Directors and authorize the Board of Directors to determine the exact number
of directors from time to time. The Company filed an Amendment to the Restated Certificate
reflecting the Amendments with the Secretary of the State of the State of Delaware on May 21, 2009,
which became effective upon filing. This summary is qualified in its entirety by reference to the
Amendment to the Restated Certificate of Incorporation, as amended, and filed as Exhibit 3.2
attached hereto and incorporated by reference herein.
The Company filed a Restated Certificate of Incorporation, which restates and integrates the effect
of the Certificate of Elimination, the Amendments and other amendments or restatements to the
Company’s certificate of incorporation previously filed, with the Secretary of State of the State
of Delaware on May 21, 2009, which became effective upon filing. This summary is qualified in its
entirety by reference to the Restated Certificate of Incorporation and filed as Exhibit 3.3
attached hereto and incorporated by reference herein.
By-Laws
Effective May 21, 2009, the Board of Directors amended the By-Laws of the Company, as amended and
restated as of May 20, 2008 (the “By-Laws”) to conform the By-Laws to the Amendments described
above. The primary changes to the By-Laws were to amend Article III, Section 3.1, to conform that
Section to the Amendments. This summary is qualified in its entirety by reference to the By-Laws
of the Company, amended and restated as of May 21, 2009, and filed as Exhibit 3.4 attached hereto
and incorporated by reference herein.