ConocoPhillips filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders

 

 

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, 2026

 

 

ConocoPhillips

(Exact name of registrant as specified in its charter)

 

 

Delaware		001-32395		01-0562944
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS 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

 

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 (the “Company”) held its annual meeting of stockholders on May 12, 2026. As of the record date for the annual meeting, there were a total of 1,218,853,041 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 Non-Votes
Dennis V. Arriola			972,950,789				11,794,507				1,001,859				108,890,490
Nelda J. Connors			964,512,800				20,087,280				1,147,075				108,890,490
Gay Huey Evans			965,672,431				19,072,057				1,002,667				108,890,490
Jeffrey A. Joerres			963,928,685				20,811,920				1,006,550				108,890,490
Ryan M. Lance			953,619,854				31,168,419				958,882				108,890,490
Timothy A. Leach			965,321,999				19,236,835				1,188,321				108,890,490
Kathleen A. McGinty			972,741,086				11,985,168				1,020,901				108,890,490
William H. McRaven			972,768,334				12,017,091				11,985,168				108,890,490
Sharmila Mulligan			967,648,764				17,114,657				983,734				108,890,490
Arjun N. Murti			964,115,023				20,674,018				958,114				108,890,490
Robert A. Niblock			946,104,070				38,625,960				1,017,125				108,890,490
David T. Seaton			951,730,558				33,034,256				982,341				108,890,490
R.A. Walker			969,745,327				15,001,919				999,909				108,890,490

 

RATIFICATION OF AUDITORS

 

The ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2026 was approved.

 

Number of Shares

Voted For

Voted Against

Abstentions

Ratification of Appointment of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm

1,055,769,841

37,870,484

997,320

 

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 Non-Votes
Advisory Vote on the Compensation of our Named Executive Officers			943,706,422				39,445,969				2,594,764				108,890,490

 

 

STOCKHOLDER PROPOSAL – INDEPENDENT BOARD CHAIRMAN

 

A stockholder proposal for the Company to require that two separate people hold the office of the Chairman and the office of the Chief Executive Officer was not approved.

 

		Number of Shares
		Voted For				Voted Against				Abstentions				Broker Non-Votes
Stockholder Proposal – Independent Board Chairman			274,246,111				705,606,221				5,894,823				108,890,490

 

 

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
May 14, 2026	Kelly B. Rose
	Senior Vice President, Legal,
	General Counsel and Corporate Secretary