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, 2018 (May 15, 2018)
ConocoPhillips
(Exact name of registrant as specified in its charter)
|
Delaware |
|
001-32395 |
|
01-0562944 |
|
(State or other jurisdiction |
|
(Commission |
|
(IRS Employer |
|
600 North Dairy Ashford |
|
77079 |
|
(Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including area code (281) 293-1000
Not Applicable
(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 (see General Instruction A.2. below):
|
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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in 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 o
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 held its annual meeting of stockholders on May 15, 2018. The results of the matters submitted to a vote of the stockholders at the meeting are set forth below.
ELECTION OF DIRECTORS
All 10 nominated directors were elected to serve a one-year term.
|
|
Number of Shares | |||
|
|
Voted For |
Voted Against |
Abstentions |
Broker Nonvotes |
|
Charles E. Bunch |
821,796,301 |
19,653,101 |
2,278,570 |
192,733,171 |
|
Caroline Maury Devine |
834,794,057 |
6,653,075 |
2,280,840 |
192,733,171 |
|
John V. Faraci |
821,008,597 |
20,334,001 |
2,385,374 |
192,733,171 |
|
Jody Freeman |
826,537,752 |
14,902,525 |
2,287,695 |
192,733,171 |
|
Gay Huey Evans |
826,823,004 |
14,439,575 |
2,465,393 |
192,733,171 |
|
Ryan M. Lance |
809,305,722 |
27,087,911 |
7,334,339 |
192,733,171 |
|
Sharmila Mulligan |
827,293,105 |
13,360,005 |
3,074,862 |
192,733,171 |
|
Arjun N. Murti |
832,835,974 |
8,480,212 |
2,411,786 |
192,733,171 |
|
Robert A. Niblock |
815,382,836 |
25,939,506 |
2,405,630 |
192,733,171 |
|
Harald J. Norvik |
795,460,349 |
35,498,701 |
12,768,922 |
192,733,171 |
RATIFICATION OF AUDITORS
The ratification of the appointment of Ernst & Young LLP as ConocoPhillips’ independent registered public accounting firm for 2018 was approved.
|
|
Number of Shares | |||
|
|
Voted For |
Voted Against |
Abstentions |
Broker Nonvotes |
|
Ratification of Appointment of Ernst & Young LLP as ConocoPhillips’ Independent Registered Public Accounting Firm |
1,003,992,015 |
29,614,644 |
2,854,484 |
— |
ADVISORY APPROVAL OF EXECUTIVE COMPENSATION
The advisory approval of the compensation of our Named Executive Officers was approved.
|
|
Number of Shares | |||
|
|
Voted For |
Voted Against |
Abstentions |
Broker Nonvotes |
|
Advisory Approval of the Compensation of our Named Executive Officers |
779,724,160 |
59,046,874 |
4,956,938 |
192,733,171 |
STOCKHOLDER PROPOSAL: POLICY TO USE GAAP FINANCIAL METRICS FOR PURPOSES OF DETERMINING EXECUTIVE COMPENSATION.
A stockholder proposal for the Human Resources and Compensation Committee of the Board of Directors of ConocoPhillips to adopt a policy to use generally accepted accounting principles (“GAAP”) when evaluating performance for purposes of determining senior executive compensation was not approved.
|
|
Number of Shares | |||
|
|
Voted For |
Voted Against |
Abstentions |
Broker Nonvotes |
|
Use of GAAP Financial Metrics to Determine Executive Compensation |
43,437,206 |
793,340,628 |
6,950,138 |
192,733,171 |
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/ Janet Langford Carrig |
|
May 16, 2018 |
Janet Langford Carrig Senior Vice President, Legal, General Counsel and Corporate Secretary |