0000950123-11-089186.txt : 20111007 0000950123-11-089186.hdr.sgml : 20111007 20111007152653 ACCESSION NUMBER: 0000950123-11-089186 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20111005 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers FILED AS OF DATE: 20111007 DATE AS OF CHANGE: 20111007 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CONOCOPHILLIPS CENTRAL INDEX KEY: 0001163165 STANDARD INDUSTRIAL CLASSIFICATION: PETROLEUM REFINING [2911] IRS NUMBER: 010562944 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32395 FILM NUMBER: 111132223 BUSINESS ADDRESS: STREET 1: CONOCOPHILLIPS STREET 2: 600 NORTH DAIRY ASHFORD ROAD CITY: HOUSTON STATE: TX ZIP: 77079 BUSINESS PHONE: 2812931000 MAIL ADDRESS: STREET 1: CONOCOPHILLIPS STREET 2: 600 NORTH DAIRY ASHFORD ROAD CITY: HOUSTON STATE: TX ZIP: 77079 FORMER COMPANY: FORMER CONFORMED NAME: CORVETTEPORSCHE CORP DATE OF NAME CHANGE: 20011204 8-K 1 h84957e8vk.htm FORM 8-K e8vk
 
 
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): October 5, 2011
ConocoPhillips
(Exact name of registrant as specified in its charter)
         
Delaware
(State or other jurisdiction of
incorporation) 		  001-32395
(Commission
File Number) 		  01-0562944
(I.R.S. Employer
Identification No.)
600 North Dairy Ashford
Houston, Texas 77079
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: (281) 293-1000
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 5.02   Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
      Election of Director
 
      On October 5, 2011, we announced that our Board of Directors voted to increase the size of the Board from 13 members to 14 members and to elect Mr. Tan Sri Mohd Hassan Marican to our Board of Directors, in each case effective December 1, 2011. Mr. Marican will serve as a member of the Audit and Finance Committee and he will receive compensation in accordance with policies and procedures previously approved by the Board of Directors for non-employee directors of the Company and as more fully described in the Company’s Proxy Statement on Schedule 14A relating to the 2011 Annual Meeting of Stockholders under the heading “Non-Employee Director Compensation” (and such description is incorporated herein by reference).
 
      Announcement of Future Leadership
 
      On October 7, 2011, we announced that our Board of Directors had chosen the leaders for the two independent energy companies that will result from the Company’s previously announced strategic repositioning. Ryan M. Lance, currently senior vice president, Exploration & Production — International, will become the chairman and chief executive officer of ConocoPhillips, the upstream company, and Greg C. Garland, currently senior vice president, Exploration & Production — Americas, will become the chairman and chief executive officer of the downstream company. Both appointments will become effective at the completion of ConocoPhillips’ repositioning transaction next year.
 
      The information regarding Messrs. Lance and Garland required under Items 401 (b), (d) and (e) of Regulation S-K is included under “Executive Officers of the Registrant” on page 28 of ConocoPhillips’ Annual Report on Form 10-K for the year ending December 31, 2010 and is incorporated herein by reference. As named executive officers, Messrs. Lance and Garland participate in the compensation programs as described under “Compensation Discussion and Analysis” beginning on page 24 of ConocoPhillips’ Proxy Statement relating to its 2011 Annual Meeting of Shareholders, as filed with the SEC on March 31, 2011 (and such description is incorporated herein by reference).

 

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 Kelly    
October 7, 2011    Janet Langford Kelly   
    Senior Vice President, Legal,
General Counsel and Corporate Secretary