secwatch / observer
8-K filed May 18, 2023, 7:59 PM ET ticker COP CIK 0001163165
other material confidence high sentiment neutral materiality 0.55

ConocoPhillips shareholders approve 2023 omnibus equity plan; bylaws amended

CONOCOPHILLIPS

item 5.02item 5.07item 5.03item 9.01

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

CONOCOPHILLIPS: Amended and restated bylaws to modify stockholder list provisions, proxy card color, procedural mechanics for director nominations and stockholder business, special meeting actions, and other technical revisions (effective 2023-05-16).

Change
bylaw amendment
Effective
2023-05-16
Exact text from the filing
Effective May 16, 2023, the Company’s Board of Directors amended and restated the Company’s bylaws in the form attached as Exhibit 3.1 hereto (as so amended and restated, the “Amended and Restated Bylaws”).
View on SEC.gov
Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

CONOCOPHILLIPS shareholders rejected Stockholder Proposal – Report on Tax Payments at the 2023-05-16 meeting.

Outcome
failed
Meeting
2023-05-16
Exact text from the filing
A stockholder proposal for the Company to issue a tax transparency report to shareholders, at reasonable expense and excluding confidential information, prepared in accordance with the requirements and recommendations set forth in the Global Reporting Initiative’s (GRI) Tax Standard, including disclosure of payments to governments was not approved.
View on SEC.gov
Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

CONOCOPHILLIPS shareholders rejected Stockholder Proposal – Independent Board Chairman at the 2023-05-16 meeting.

Outcome
failed
Meeting
2023-05-16
Exact text from the filing
A stockholder proposal for the Company to adopt an enduring policy and amend the governing documents as necessary in order that two (2) separate people hold the office of the Chairman and the office of the CEO was not approved.
View on SEC.gov
Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

CONOCOPHILLIPS shareholders approved Advisory Vote on the Compensation of our Named Executive Officers at the 2023-05-16 meeting.

Proposal
say on pay
Outcome
passed
Meeting
2023-05-16
Exact text from the filing
The advisory vote on the compensation of our Named Executive Officers was approved.
View on SEC.gov
Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

CONOCOPHILLIPS shareholders approved Ratification of Appointment of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm at the 2023-05-16 meeting.

Proposal
auditor ratification
Outcome
passed
Meeting
2023-05-16
Exact text from the filing
The ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2023 was approved.
View on SEC.gov
Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

CONOCOPHILLIPS shareholders approved Advisory Vote on the Frequency of the Advisory Vote on the Compensation of our Named Executive Officers at the 2023-05-16 meeting.

Proposal
say on pay frequency
Outcome
passed
Meeting
2023-05-16
Exact text from the filing
The frequency receiving the highest number of votes on the advisory vote on the frequency of the vote on the compensation of our named executive officers was one year.
View on SEC.gov
Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

CONOCOPHILLIPS shareholders rejected Stockholder Proposal – Report on Lobbying Activities at the 2023-05-16 meeting.

Outcome
failed
Meeting
2023-05-16
Exact text from the filing
A stockholder proposal for the Company to provide a full, detailed disclosure of its direct and indirect lobbying activities and expenditures to assess whether its lobbying is consistent with the Company’s expressed goals and in shareholders’ best interests was not approved.
View on SEC.gov
Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

CONOCOPHILLIPS shareholders approved Election of Directors at the 2023-05-16 meeting.

Proposal
director election
Outcome
passed
Meeting
2023-05-16
Exact text from the filing
All 13 nominated directors were elected to serve a one-year term.
View on SEC.gov
Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

CONOCOPHILLIPS shareholders approved Adoption of 2023 Omnibus Stock and Performance Incentive Plan of ConocoPhillips at the 2023-05-16 meeting.

Proposal
equity plan
Outcome
passed
Meeting
2023-05-16
Exact text from the filing
The adoption of the 2023 Omnibus Stock and Performance Incentive Plan of ConocoPhillips was approved.
View on SEC.gov
Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

CONOCOPHILLIPS shareholders rejected Stockholder Proposal – Share Retention Until Retirement at the 2023-05-16 meeting.

Outcome
failed
Meeting
2023-05-16
Exact text from the filing
A stockholder proposal for the Company to disclose if, and how, it seeks to require that Named Executive Officers retain a significant percentage of shares acquired through equity compensation programs until reaching normal retirement age was not approved.
View on SEC.gov
Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

CONOCOPHILLIPS shareholders rejected Adoption of Amended and Restated Certificate of Incorporation to Provide Stockholders with the Right to Call a Special Meeting at the 2023-05-16 meeting.

Proposal
charter amendment
Outcome
failed
Meeting
2023-05-16
Exact text from the filing
The adoption of an Amended and Restated Certificate of Incorporation to provide stockholders with a combined 20% of the Company’s outstanding shares the right to call a special meeting was not approved.
View on SEC.gov

Browse all governance changes →

CONOCOPHILLIPS filing history →

Source: SEC EDGAR
accession 0001104659-23-061988
view filing index on sec.gov
view primary document
Machine-readable: JSON · Markdown · Plain text

This headline and bullets were generated automatically by deepseek-v4-flash:cloud@v2 from the public filing. Read the source on SEC.gov before relying on any specific claim. Not investment advice. See methodology for how this pipeline works.