--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-23-154218" form_type: "8-K" ticker: "APA" cik: "0001841666" company_name: "APA Corp" filed_at: "2023-05-25T23:59:59+00:00" generated_at: "2026-06-14T14:57:11.101723+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.25 calibrated_materiality_score: 0.25 confidence: "high" source: SEC EDGAR --- # APA shareholders approve charter amendment to limit officer liability for duty of care ## Summary - Amendment adds Officer Exculpation Provision to charter, effective May 24, 2023. - Shareholders approved with 184,431,625 for, 44,144,546 against. - Ernst & Young ratified as independent auditor for fiscal 2023. - Say-on-pay passed with 216,122,313 votes for; future votes set annually. - All 10 director nominees elected; average support ~97% of votes cast. ## SEC filing metadata - accession: 0001193125-23-154218 - form_type: 8-K - ticker: APA - cik: 0001841666 - company_name: APA Corp - filed_at: 2023-05-25T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.25 - calibrated_materiality_score: 0.25 - confidence: high - sec_items: 5.03, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1841666/000119312523154218/0001193125-23-154218-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1841666/000119312523154218/d466832d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-23-154218 - JSON: https://secwatch.observer/filing/0001193125-23-154218.json - Plain text: https://secwatch.observer/filing/0001193125-23-154218.txt ## Key facts - Governance Changes APA Corp: Amended charter to add Officer Exculpation Provision following DGCL amendment (effective 2023-05-24). - Change: charter amendment - Effective: 2023-05-24 source text: The Board of Directors (the “Board”) of APA Corporation (the “Company”) approved an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Charter”) to add an Officer Exculpation Provision evidence_url: https://www.sec.gov/Archives/edgar/data/1841666/000119312523154218/0001193125-23-154218-index.htm - Shareholder Votes APA Corp shareholders approved Ratification of Appointment of Independent Auditor at the 2023-05-23 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-05-23 source text: Proposal 11 — Ratification of Appointment of Independent Auditor. The appointment of Ernst & Young LLP as the Company’s independent auditor for fiscal year 2023 was ratified by the majority of shares voted, excluding abstentions and broker non-votes. For Against Abstentions Broker Non-Votes 255,973,436 8,373,532 386,238 – evidence_url: https://www.sec.gov/Archives/edgar/data/1841666/000119312523154218/0001193125-23-154218-index.htm - Shareholder Votes APA Corp shareholders approved Election of Directors at the 2023-05-23 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-05-23 source text: Proposals 1–10 — Election of Directors. The following nominees for directors were elected to serve one-year terms expiring at the 2024 annual meeting of shareholders by the majority of shares voted, excluding abstentions and broker non-votes. Nominee For Against Abstentions Broker Non-Votes Annell R. Bay 205,168,394 23,869,059 332,665 35,363,089 John J. Christmann IV 226,740,586 2,305,151 324,381 35,363,089 Juliet S. Ellis 222,503,654 6,530,728 335,735 35,363,089 Charles W. Hooper 224,006,567 5,009,606 353,944 35,363,089 Chansoo Joung 218,120,824 10,911,886 337,406 35,363,089 H. Lamar McKay 222,729,685 6,295,477 344,956 35,363,089 Amy H. Nelson 223,359,985 5,674,454 335,679 35,363,089 Daniel W. Rabun 224,905,477 4,131,488 333,152 35,363,089 Peter A. Ragauss 226,418,854 2,607,952 343,312 35,363,089 David L. Stover 226,605,393 2,429,437 335,288 35,363,089 evidence_url: https://www.sec.gov/Archives/edgar/data/1841666/000119312523154218/0001193125-23-154218-index.htm - Shareholder Votes APA Corp shareholders approved Non-Binding Advisory Vote on Executive Compensation (Say on Pay) at the 2023-05-23 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2023-05-23 source text: Proposal 12 — Non-Binding Advisory Vote on Executive Compensation. In a non-binding advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the Company’s 2023 proxy statement (commonly known as “say on pay”), the compensation of the Company’s named executive officers was approved by the majority of shares voted, excluding abstentions and broker non-votes. For Against Abstentions Broker Non-Votes 216,122,313 12,645,364 602,440 35,363,089 evidence_url: https://www.sec.gov/Archives/edgar/data/1841666/000119312523154218/0001193125-23-154218-index.htm - Shareholder Votes APA Corp shareholders approved Non-Binding Advisory Vote on Frequency of Advisory Vote on Executive Compensation (Say When on Pay) at the 2023-05-23 meeting. - Proposal: say on pay frequency - Outcome: passed - Meeting: 2023-05-23 source text: Proposal 13 — Non-Binding Advisory Vote on Frequency of Advisory Vote on Executive Compensation. In a non-binding advisory vote on the frequency of the advisory vote to approve the compensation of the Company’s named executive officers (commonly known as “say when on pay”), the frequency of “one year” was approved by the majority of shares voted, excluding abstentions and broker non-votes. 1 Year 2 Years 3 Years Abstentions Broker Non-Votes 225,544,037 355,858 3,081,998 388,224 35,363,089 evidence_url: https://www.sec.gov/Archives/edgar/data/1841666/000119312523154218/0001193125-23-154218-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.