ConocoPhillips (NYSE:COP) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 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 July12, 2017, the Board of Directors of ConocoPhillips (the “Company”) voted to increase the size of the Board from 10 members to 11 members and to elect Ms.Sharmila Mulligan 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.Mulligan will serve as a member of the Audit and Finance Committee and the Public Policy Committee. Ms.Mulligan 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.Mulligan and any other person to which Ms.Mulligan was appointed as a director. Ms.Mulligan does not have a direct or indirect material interest in any transaction required to be disclosed to Item404(a)of Regulation S-K.
Item 5.02 Regulation FD Disclosure.
On July12, 2017, the Company issued a press release (the “Press Release”) announcing the appointment of Ms.Mulligan to the Board of Directors. A copy of the Press Release is furnished as Exhibit99.1 hereto and is incorporated by reference into this Item 5.02.
The information in this Item 5.02 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 5.02 Financial Statements and Exhibits.
(d)Exhibits
ExhibitNo. |
– |
Description |
99.1 |
Press Release, dated July12, 2017 |