ConocoPhillips (NYSE:COP) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

ME Staff 8-k
-
0

ConocoPhillips (NYSE:COP) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 7.01. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b)Departure of Directors

On October6, 2017, Richard H. Auchinleck notified ConocoPhillips (the “Company”) of his intention not to stand for re-election as a director of the Company at its 2018 Annual Meeting of Stockholders, the end of his current term. Mr.Auchinleck’s decision not to stand for re-election was not the result of any disagreement with the Company.

(d)Election of Directors

On October6, 2017, the Board of Directors of the Company voted to increase the size of the Board from 11 members to 12 members and to elect Ms.Caroline Maury Devine to the Board of Directors of the Company, to serve until her successor shall have been duly elected and qualified or until her earlier resignation or removal. Ms.Devine will serve as a member of the Audit and Finance Committee and the Public Policy Committee. Ms.Devine 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 relating to the 2017 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.Devine and any other person to which Ms.Devine was appointed as a director. Ms.Devine does not have a direct or indirect material interest in any transaction required to be disclosed to Item404(a)of Regulation S-K.

Item 7.01Regulation FD Disclosure.

On October6, 2017, the Company issued a press release (the “Press Release”) announcing the appointment of Ms.Devine to the Board of Directors and the intention of Mr.Auchinleck not to stand for re-election. A copy of the Press Release is furnished as Exhibit99.1 hereto and is incorporated by reference into this Item 7.01.

The information in this Item 7.01 and Exhibit99.1 hereto shall not be deemed “filed” for purposes of Section18 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 7.01Financial Statements and Exhibits.

(d)Exhibits

ExhibitNo.

Description

99.1

Press Release, dated October6, 2017


CONOCOPHILLIPS Exhibit
EX-99.1 2 a17-22554_2ex99d1.htm EX-99.1 Exhibit 99.1   600 North Dairy Ashford Road Houston,…
To view the full exhibit click here

About ConocoPhillips (NYSE:COP)

ConocoPhillips (ConocoPhillips) is an independent exploration and production company. The Company explores for, produces, transports and markets crude oil, bitumen, natural gas and liquefied natural gas (LNG). The Company operates through six operating segments, which are primarily defined by geographic region: Alaska; Lower 48; Canada; Europe and North Africa; Asia Pacific and Middle East, and Other International. The Company’s continuing operations are producing in the United States, Norway, the United Kingdom, Canada, Australia, Timor-Leste, Indonesia, China, Malaysia and Qatar. The Company’s portfolio includes North American unconventional assets and oil sands assets in Canada; assets in North America, Europe, Asia and Australia; several international developments, and an inventory of global conventional and unconventional exploration prospects.