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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 9/14/22 ConocoPhillips 8-K:5,7,9 9/13/22 12:260K Toppan Merrill/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 32K 2: EX-99.1 Miscellaneous Exhibit HTML 16K 7: R1 Cover HTML 50K 10: XML IDEA XML File -- Filing Summary XML 12K 8: XML XBRL Instance -- tm2225821d1_8k_htm XML 19K 9: EXCEL IDEA Workbook of Financial Reports XLSX 8K 4: EX-101.DEF XBRL Definitions -- cop-20220913_def XML 74K 5: EX-101.LAB XBRL Labels -- cop-20220913_lab XML 104K 6: EX-101.PRE XBRL Presentations -- cop-20220913_pre XML 71K 3: EX-101.SCH XBRL Schema -- cop-20220913 XSD 14K 11: JSON XBRL Instance as JSON Data -- MetaLinks 27± 35K 12: ZIP XBRL Zipped Folder -- 0001104659-22-099898-xbrl Zip 27K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): September 14, 2022 ( i September 13, 2022)
(Exact name of registrant as specified in its charter)
| i Delaware | i 001-32395 | i 01-0562944 | ||
| (State or other
jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
i 925 N. Eldridge Parkway
i Houston,
i Texas i 77079
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: ( i 281) i 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:
i ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i ¨ 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 symbols | Name of each exchange on which registered | ||
| i Common Stock, $.01 Par Value | i COP | i New York Stock Exchange | ||
| i 7% Debentures due 2029 | i CUSIP – 718507BK1 | i New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company 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).
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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
| (d) | Election of Directors |
On September 13, 2022, the Board of Directors (the “Board”) of ConocoPhillips (the “Company”) voted to increase the size of the Board from 13 members to 14 and to elect Mr. Dennis Arriola to the Board of Directors of the Company, to serve until his successor shall have been duly elected and qualified or until his earlier resignation or removal.
Mr. Arriola will serve as a member of the Human Resources and Compensation Committee and the Audit and Finance Committee.
Mr. Arriola will receive compensation in accordance with policies and procedures previously approved by the Board for non-employee directors of the Company and as more fully described in the Company’s Proxy Statement on Schedule 14A related to the 2022 Annual Meeting of Stockholders under the heading “Non-Employee Director Compensation” (and such description is incorporated herein by reference).
There is no arrangement or understanding between Mr. Arriola and any other person pursuant to which Mr. Arriola was appointed as a director. Mr. Arriola has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
| Item 7.01 | Regulation FD Disclosure |
On September 13, 2022, the Company issued a press release (the “Press Release”) announcing the appointment of Mr. Arriola to the Board. A copy of the Press Release is furnished as Exhibit 99.1 hereto and is incorporated by reference into this Item 7.01.
The information in this Item 7.01 and Exhibit 99.1 hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section and shall not be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as set forth by specific reference in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit No. | Description |
| 99.1 | Press Release, dated September13, 2022 |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and filed herewith) |
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/ Shannon Kinney | |
| Deputy General Counsel, Chief Compliance Officer and Corporate Secretary | |
| September 14, 2022 |
C:
C:
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
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| Filed on: | 9/14/22 | |||
| For Period end: | 9/13/22 | 3 | ||
| List all Filings | ||||