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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):
September 3, 2024
ConocoPhillips
(Exact name of registrant as specified in its charter)
Delaware |
|
001-32395 |
|
01-0562944 |
(State or other
jurisdiction of
incorporation) |
|
(Commission
File
Number) |
|
(I.R.S. 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 |
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).
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 5.02 Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) Election
of Directors
On September 3, 2024, the Board of Directors
(the “Board”) of ConocoPhillips (the “Company”) voted to increase the size of the Board from 11 members to 12
members and to elect Ms. Nelda J. Connors to the Board of the Company, to serve until her successor shall have been duly elected
and qualified or until her earlier resignation or removal.
The Board appointed Ms. Connors to serve as
a member of the Audit and Finance Committee and the Public Policy and Sustainability Committee.
Ms. Connors 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 2024 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
Ms. Connors and any other person pursuant to which Ms. Connors was appointed as a director. Ms. Connors 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 3, 2024, the Company issued a
press release (the “Press Release”) announcing the appointment of Ms. Connors 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. |
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 |
|
Kelly B. Rose |
|
Senior Vice President, Legal,
General Counsel and Corporate Secretary |
September 3, 2024
Exhibit 99.1
|
925 North Eldridge Parkway
Houston, TX 77079
Media Relations: 281-293-1149
www.conocophillips.com/media |
NEWS RELEASE | Sept. 3, 2024 |
ConocoPhillips appoints Nelda J. Connors to its board of directors
HOUSTON
– ConocoPhillips (NYSE: COP) today announced that its board of directors has elected Ms. Nelda J. Connors to serve
as a board member.
Ms. Connors has more than 25 years of
experience in the industrial and manufacturing industries. In 2011, she founded Pine Grove Holdings, LLC, where she currently serves
as chair and chief executive officer, overseeing investments in small- and mid-sized businesses with a high engineering component. Prior
to founding Pine Grove Holdings, Ms. Connors served as president and chief executive officer of Atkore International Group, Inc.,
from 2008 to 2010 while Atkore was a division of Tyco International, and from 2010 to 2011 following Atkore’s spin-off as a separate,
privately held entity. Ms. Connors has also held various managerial positions for Eaton Corporation, a diversified industrial manufacturer,
and various executive and managerial roles in the automotive industry.
“It is an honor to welcome Nelda to
the ConocoPhillips board of directors,” said Ryan Lance, chairman and chief executive officer. “Nelda is a proven leader
who brings valuable expertise in operational excellence and corporate finance. Her contributions will help advance all aspects of our
Triple Mandate to meet energy transition pathway demand, generate competitive returns on and of capital, and progress toward our net-zero
operational greenhouse gas emissions ambition.”
Ms. Connors currently serves on the
boards of Carnival Corporation and Carnival plc, Otis Worldwide Corporation and Zebra Technologies Corporation.
Ms. Connors will serve on the Audit
and Finance Committee and Public Policy and Sustainability Committee of the ConocoPhillips board.
--- # # # ---
About ConocoPhillips
ConocoPhillips is one of the world’s
leading exploration and production companies based on both production and reserves, with a globally diversified asset portfolio. Headquartered
in Houston, Texas, ConocoPhillips had operations and activities in 13 countries, $96 billion of total assets, and approximately 10,200
employees at June 30, 2024. Production averaged 1,923 MBOED for the six months ended June 30, 2024, and proved reserves were
6.8 BBOE as of Dec. 31, 2023. For more information, go to www.conocophillips.com.
Contacts
Dennis Nuss (media)
281-293-1149
dennis.nuss@conocophillips.com
Investor Relations
281-293-5000
investor.relations@conocophillips.com
CAUTIONARY STATEMENT FOR THE PURPOSES OF THE "SAFE HARBOR"
PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995.
This news release contains forward-looking statements as defined
under the federal securities laws. Forward-looking statements relate to future events, plans and anticipated results of operations, business
strategies, and other aspects of our operations or operating results. Words and phrases such as “ambition,” “anticipate,”
“estimate,” “believe,” “budget,” “continue,” “could,” “intend,”
“may,” “plan,” “potential,” “predict,” “seek,” “should,” “will,”
“would,” “expect,” “objective,” “projection,” “forecast,” “goal,”
“guidance,” “outlook,” “effort,” “target” and other similar words can be used to identify
forward-looking statements. However, the absence of these words does not mean that the statements are not forward-looking. Where, in
any forward-looking statement, the company expresses an expectation or belief as to future results, such expectation or belief is expressed
in good faith and believed to be reasonable at the time such forward-looking statement is made. However, these statements are not guarantees
of future performance and involve certain risks, uncertainties and other factors beyond our control. Therefore, actual outcomes and results
may differ materially from what is expressed or forecast in the forward-looking statements. Factors that could cause actual results or
events to differ materially from what is presented include changes in commodity prices, including a prolonged decline in these prices
relative to historical or future expected levels; global and regional changes in the demand, supply, prices, differentials or other market
conditions affecting oil and gas, including changes resulting from any ongoing military conflict, including the conflicts in Ukraine
and the Middle East, and the global response to such conflict, security threats on facilities and infrastructure, or from a public health
crisis or from the imposition or lifting of crude oil production quotas or other actions that might be imposed by OPEC and other producing
countries and the resulting company or third-party actions in response to such changes; insufficient liquidity or other factors, such
as those listed herein, that could impact our ability to repurchase shares and declare and pay dividends such that we suspend our share
repurchase program and reduce, suspend, or totally eliminate dividend payments in the future, whether variable or fixed; changes in expected
levels of oil and gas reserves or production; potential failures or delays in achieving expected reserve or production levels from existing
and future oil and gas developments, including due to operating hazards, drilling risks or unsuccessful exploratory activities; unexpected
cost increases, inflationary pressures or technical difficulties in constructing, maintaining or modifying company facilities; legislative
and regulatory initiatives addressing global climate change or other environmental concerns; public health crises, including pandemics
(such as COVID-19) and epidemics and any impacts or related company or government policies or actions; investment in and development
of competing or alternative energy sources; potential failures or delays in delivering on our current or future low-carbon strategy,
including our inability to develop new technologies; disruptions or interruptions impacting the transportation for our oil and gas production;
international monetary conditions and exchange rate fluctuations; changes in international trade relationships or governmental policies,
including the imposition of price caps, or the imposition of trade restrictions or tariffs on any materials or products (such as aluminum
and steel) used in the operation of our business, including any sanctions imposed as a result of any ongoing military conflict, including
the conflicts in Ukraine and the Middle East; our ability to collect payments when due, including our ability to collect payments from
the government of Venezuela or PDVSA; our ability to complete the proposed acquisition of Marathon Oil Corporation (Marathon Oil) or
any other announced or any other future dispositions or acquisitions on time, if at all; the possibility that regulatory approvals, consents
or authorizations for the Marathon Oil acquisition or any other announced or any other future dispositions or acquisitions will not be
received on a timely basis, if at all, or that such approvals may be subject to conditions neither we nor Marathon Oil anticipated or
may require modification to the terms of the transactions or our remaining business; business disruptions relating to the Marathon Oil
acquisition or following any other announced or other future dispositions or acquisitions, including the diversion of management time
and attention; the ability to deploy net proceeds from our announced or any future dispositions in the manner and timeframe we anticipate,
if at all; the satisfaction of closing conditions on a timely basis or at all or the failure of the Marathon Oil acquisition to close
for any other reason or to close on anticipated terms; our ability to successfully integrate Marathon Oil’s business and technologies,
which may result in the combined company not operating as effectively and efficiently as expected; our ability to achieve the expected
benefits and synergies from the Marathon Oil acquisition in a timely manner, or at all; potential liability for remedial actions under
existing or future environmental regulations; potential liability resulting from pending or future litigation, including litigation related
directly or indirectly to our transaction with Concho Resources Inc.; the impact of competition and consolidation in the oil and gas
industry; limited access to capital or insurance or significantly higher cost of capital or insurance related to illiquidity or uncertainty
in the domestic or international financial markets or investor sentiment; general domestic and international economic and political conditions
or developments, including as a result of any ongoing military conflict, including the conflicts in Ukraine and the Middle East; changes
in fiscal regime or tax, environmental and other laws applicable to our business; and disruptions resulting from accidents, extraordinary
weather events, civil unrest, political events, war, terrorism, cybersecurity threats or information technology failures, constraints
or disruptions; and other economic, business, competitive and/or regulatory factors affecting our business generally as set forth in
our filings with the Securities and Exchange Commission. Unless legally required, ConocoPhillips expressly disclaims any obligation to
update any forward-looking statements, whether as a result of new information, future events or otherwise.
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