UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
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| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
The State of Delaware amended Section 102(b)(7) of the General Corporation Law (the “DGCL”) to allow a corporation incorporated in that state to include in its certificate of incorporation an exculpation provision (the “Officer Exculpation Provision”) eliminating or limiting the personal liability of an officer to the corporation or its stockholders for monetary damages for breach of the officer’s duty of care, subject to the limitations set forth in the DGCL.
The Board of Directors (the “Board”) of APA Corporation (the “Company”) approved an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Charter”) to add an Officer Exculpation Provision and recommended its approval by the Company’s shareholders in the form of the Certificate of Amendment to the Charter (the “Charter Amendment”) included as Appendix A to the Company’s 2023 proxy statement. At the annual meeting of shareholders of the Company held on May 23, 2023, the shareholders approved the Charter Amendment, and the Company subsequently filed it with the Secretary of State of the State of Delaware, effective as of 10:46 A.M. (Eastern Time) on May 24, 2023.
The above description of the Charter Amendment is a summary of the material terms thereof and is qualified in its entirety by reference to the completed Charter Amendment, a copy of which is attached hereto as Exhibit 3.1.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
At the annual meeting of shareholders of the Company held on May 23, 2023, there were 309,468,833 shares of the Company’s common stock, par value $0.625 per share, eligible to vote, of which 264,733,206 shares, or 85.54 percent, were voted. The matters voted upon, the number of votes cast for or against, and the number of abstentions and broker non-votes were as stated below.
Proposals 1–10 — Election of Directors. The following nominees for directors were elected to serve one-year terms expiring at the 2024 annual meeting of shareholders by the majority of shares voted, excluding abstentions and broker non-votes.
| Nominee |
For | Against | Abstentions | Broker Non-Votes |
||||||||||||
| Annell R. Bay |
205,168,394 | 23,869,059 | 332,665 | 35,363,089 | ||||||||||||
| John J. Christmann IV |
226,740,586 | 2,305,151 | 324,381 | 35,363,089 | ||||||||||||
| Juliet S. Ellis |
222,503,654 | 6,530,728 | 335,735 | 35,363,089 | ||||||||||||
| Charles W. Hooper |
224,006,567 | 5,009,606 | 353,944 | 35,363,089 | ||||||||||||
| Chansoo Joung |
218,120,824 | 10,911,886 | 337,406 | 35,363,089 | ||||||||||||
| H. Lamar McKay |
222,729,685 | 6,295,477 | 344,956 | 35,363,089 | ||||||||||||
| Amy H. Nelson |
223,359,985 | 5,674,454 | 335,679 | 35,363,089 | ||||||||||||
| Daniel W. Rabun |
224,905,477 | 4,131,488 | 333,152 | 35,363,089 | ||||||||||||
| Peter A. Ragauss |
226,418,854 | 2,607,952 | 343,312 | 35,363,089 | ||||||||||||
| David L. Stover |
226,605,393 | 2,429,437 | 335,288 | 35,363,089 | ||||||||||||
Proposal 11 — Ratification of Appointment of Independent Auditor. The appointment of Ernst & Young LLP as the Company’s independent auditor for fiscal year 2023 was ratified by the majority of shares voted, excluding abstentions and broker non-votes.
| For |
Against |
Abstentions |
Broker Non-Votes | |||
| 255,973,436 | 8,373,532 | 386,238 | – |
Proposal 12 — Non-Binding Advisory Vote on Executive Compensation. In a non-binding advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the Company’s 2023 proxy statement (commonly known as “say on pay”), the compensation of the Company’s named executive officers was approved by the majority of shares voted, excluding abstentions and broker non-votes.
| For |
Against |
Abstentions |
Broker Non-Votes | |||
| 216,122,313 | 12,645,364 | 602,440 | 35,363,089 |
Proposal 13 — Non-Binding Advisory Vote on Frequency of Advisory Vote on Executive Compensation. In a non-binding advisory vote on the frequency of the advisory vote to approve the compensation of the Company’s named executive officers (commonly known as “say when on pay”), the frequency of “one year” was approved by the majority of shares voted, excluding abstentions and broker non-votes.
| 1 Year |
2 Years |
3 Years |
Abstentions |
Broker Non-Votes | ||||
| 225,544,037 | 355,858 | 3,081,998 | 388,224 | 35,363,089 |
After the annual meeting, the Board considered the outcome of this vote and determined that the Company will hold future non-binding advisory votes to approve the compensation of the Company’s named executive officers every year until the Board otherwise determines that a different frequency for such non-binding advisory vote is in the best interest of the Company or until the next required vote on the frequency of such votes.
Proposal 14 — Approval of the Charter Amendment. The Charter Amendment, as described in the Company’s 2023 proxy statement and in Item 5.03 above, was approved by the majority of shares outstanding.
| For |
Against |
Abstentions |
Broker Non-Votes | |||
| 184,431,625 | 44,144,546 | 793,946 | 35,363,089 |
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Description | |
| 3.1 | Certificate of Amendment of Amended and Restated Certificate of Incorporation. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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.
| APA CORPORATION | ||||||
| Date: May 25, 2023 | By: | /s/ Rajesh Sharma | ||||
| Rajesh Sharma | ||||||
| Corporate Secretary | ||||||