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, 2022 (May 10, 2022)

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 symbols	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 5.07 Submission of Matters to a Vote of Security Holders.

ConocoPhillips held its annual meeting of stockholders on May 10, 2022.  As of the record date for the annual meeting, there were a total of 1,269,051,257 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 Nonvotes
Caroline Maury Devine		1,001,286,612		13,031,008		2,242,767		112,445,141
Jody Freeman		969,807,521		44,668,744		2,084,122		112,445,141
Gay Huey Evans CBE		1,000,041,011		15,327,567		1,191,809		112,445,141
Jeffrey A. Joerres		981,524,374		32,690,487		2,345,526		112,445,141
Ryan M. Lance		940,330,997		71,793,840		4,435,550		112,445,141
Timothy A. Leach		998,073,495		17,160,433		1,326,459		112,445,141
William H. McRaven		1,000,960,105		14,367,285		1,232,997		112,445,141
Sharmila Mulligan		995,349,661		20,039,894		1,170,832		112,445,141
Eric D. Mullins		1,005,632,173		9,683,339		1,244,875		112,445,141
Arjun N. Murti		995,101,970		19,937,904		1,520,513		112,445,141
Robert A. Niblock		925,317,740		79,154,713		12,087,934		112,445,141
David T. Seaton		1,002,718,902		11,752,783		2,088,702		112,445,141
R.A. Walker		993,449,351		21,843,384		1,267,652		112,445,141

RATIFICATION OF AUDITORS

The ratification of the appointment of Ernst & Young LLP as ConocoPhillips’ independent registered public accounting firm for 2022 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		998,003,261		129,174,410		1,827,857		-

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 Nonvotes
Advisory Vote of the Compensation of our Named Executive Officers		613,581,961		396,011,916		6,966,510		112,445,141

ADOPTION OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO ELIMINATE SUPERMAJORITY VOTING PROVISIONS

The adoption of an Amended and Restated Certificate of Incorporation to eliminate supermajority voting provisions was not approved. Approval required the affirmative vote of the holders of not less than 80% of the outstanding shares of ConocoPhillips’ common stock entitled to vote on the matter.

	Number of Shares
	Voted For		Voted Against		Abstentions		Broker Nonvotes
Adoption of Amended and Restated Certificate of Incorporation		1,008,358,791		6,138,665		2,062,931		112,445,141

ADVISORY VOTE ON RIGHT TO CALL SPECIAL MEETING

The advisory vote for the Board of Directors to take the steps necessary to amend the appropriate governing documents to give owners of a combined 20% of ConocoPhillips’ outstanding shares the power to call a special meeting was approved.

	Number of Shares
	Voted For		Voted Against		Abstentions		Broker Nonvotes
Advisory Vote on Right to Call Special Meeting		809,123,521		205,548,087		1,888,779		112,445,141

STOCKHOLDER PROPOSAL – RIGHT TO CALL SPECIAL MEETING

A stockholder proposal for the Board of Directors to take the steps necessary to amend the appropriate company governing documents to give owners of a combined 10% of ConocoPhillips’ outstanding common stock the power to call a special shareholder meeting was approved.

	Number of Shares
	Voted For		Voted Against		Abstentions		Broker Nonvotes
Stockholder Proposal – Right to Call Special Meeting		536,805,733		476,933,909		2,820,745		112,445,141

STOCKHOLDER PROPOSAL - EMISSIONS REDUCTION TARGETS

A stockholder proposal for ConocoPhillips to set emissions reduction targets covering the greenhouse gas emissions of the company’s operations as well as its energy products (Scope 1, 2 and 3) was not approved.

	Number of Shares
	Voted For		Voted Against		Abstentions		Broker Nonvotes
Stockholder Proposal – Emissions Reduction Targets		400,909,568		559,448,611		56,202,208		112,445,141

STOCKHOLDER PROPOSAL – REPORT ON LOBBYING ACTIVITIES

A stockholder proposal for ConocoPhillips to prepare an annual report providing full detailed disclosure of its direct and indirect lobbying activities and expenditures was not approved.

	Number of Shares
	Voted For		Voted Against		Abstentions		Broker Nonvotes
Stockholder Proposal – Report on Lobbying Activities		199,361,165		812,760,356		4,438,866		112,445,141

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 B. Kinney
May 12, 2022	Shannon B. Kinney Deputy General Counsel, Chief Compliance Officer and Corporate Secretary

XML

Cover	May 10, 2022
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 10, 2022
Entity File Number	001-32395
Entity Registrant Name	ConocoPhillips
Entity Central Index Key	0001163165
Entity Tax Identification Number	01-0562944
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	925 N. Eldridge Parkway
Entity Address, City or Town	Houston
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77079
City Area Code	281
Local Phone Number	293-1000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Treasury Stock, Common [Member]
Document Information [Line Items]
Title of 12(b) Security	Common Stock, $.01 Par Value
Trading Symbol	COP
Security Exchange Name	NYSE
7% Debentures due 2029 [Member]
Document Information [Line Items]
Title of 12(b) Security	7% Debentures due 2029
Trading Symbol	CUSIP – 718507BK1
Security Exchange Name	NYSE