8-K 1 a18-13724_18k.htm 8-K

 

 

 

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
of incorporation)

 

(Commission
File Number)

 

(IRS Employer
Identification No.)

 

600 North Dairy Ashford
Houston, Texas

 

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

 

 

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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

 

 

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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

 

 

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