filings.toolsConocoPhillips 8-K 2026-05-12
Filed 2026-05-14. 1 sections, 6K characters. Original on sec.gov · Markdown · JSON
Form 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 12, 2026
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.) |
925 N. Eldridge Parkway Houston, Texas 77079
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: (281**) 293-1000**
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:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
|---|---|---|---|---|
| Common Stock, $.01 Par Value | COP | New York Stock Exchange | ||
| 7% Debentures due 2029 | CUSIP – 718507BK1 | New York Stock Exchange |
Emerging growth company ¨
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 (the “Company”) held its annual meeting of stockholders on May 12, 2026. As of the record date for the annual meeting, there were a total of 1,218,853,041 shares outstanding and entitled to vote. The results of the matters submitted to a vote of the stockholders at the meeting are set forth below.
ELECTION OF DIRECTORS
All 13 nominated directors were elected to serve a one-year term.
| Number of Shares | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Voted For | Voted Against | Abstentions | Broker Non-Votes | |||||||||||||
| Dennis V. Arriola | 972,950,789 | 11,794,507 | 1,001,859 | 108,890,490 | ||||||||||||
| Nelda J. Connors | 964,512,800 | 20,087,280 | 1,147,075 | 108,890,490 | ||||||||||||
| Gay Huey Evans | 965,672,431 | 19,072,057 | 1,002,667 | 108,890,490 | ||||||||||||
| Jeffrey A. Joerres | 963,928,685 | 20,811,920 | 1,006,550 | 108,890,490 | ||||||||||||
| Ryan M. Lance | 953,619,854 | 31,168,419 | 958,882 | 108,890,490 | ||||||||||||
| Timothy A. Leach | 965,321,999 | 19,236,835 | 1,188,321 | 108,890,490 | ||||||||||||
| Kathleen A. McGinty | 972,741,086 | 11,985,168 | 1,020,901 | 108,890,490 | ||||||||||||
| William H. McRaven | 972,768,334 | 12,017,091 | 11,985,168 | 108,890,490 | ||||||||||||
| Sharmila Mulligan | 967,648,764 | 17,114,657 | 983,734 | 108,890,490 | ||||||||||||
| Arjun N. Murti | 964,115,023 | 20,674,018 | 958,114 | 108,890,490 | ||||||||||||
| Robert A. Niblock | 946,104,070 | 38,625,960 | 1,017,125 | 108,890,490 | ||||||||||||
| David T. Seaton | 951,730,558 | 33,034,256 | 982,341 | 108,890,490 | ||||||||||||
| R.A. Walker | 969,745,327 | 15,001,919 | 999,909 | 108,890,490 |
RATIFICATION OF AUDITORS
The ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2026 was approved.
| Number of Shares | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Voted For | Voted Against | Abstentions | ||||||||||
| Ratification of Appointment of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm | 1,055,769,841 | 37,870,484 | 997,320 | |||||||||
ADVISORY APPROVAL OF EXECUTIVE COMPENSATION
The advisory vote on the compensation of our Named Executive Officers was approved.
| Number of Shares | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Voted For | Voted Against | Abstentions | Broker Non-Votes | |||||||||||||
| Advisory Vote on the Compensation of our Named Executive Officers | 943,706,422 | 39,445,969 | 2,594,764 | 108,890,490 |
STOCKHOLDER PROPOSAL – INDEPENDENT BOARD CHAIRMAN
A stockholder proposal for the Company to require that two separate people hold the office of the Chairman and the office of the Chief Executive Officer was not approved.
| Number of Shares | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Voted For | Voted Against | Abstentions | Broker Non-Votes | |||||||||||||
| Stockholder Proposal – Independent Board Chairman | 274,246,111 | 705,606,221 | 5,894,823 | 108,890,490 |
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/ Kelly B. Rose | |
| May 14, 2026 | Kelly B. Rose |
| Senior Vice President, Legal, | |
| General Counsel and Corporate Secretary |