Current Report Filing (8-k)
May 20 2020 - 8:01AM
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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 20, 2020 (May 14, 2020)
ConocoPhillips
(Exact name of registrant as specified in
its charter)
Delaware
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001-32395
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01-0562944
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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925 N. Eldridge Parkway
Houston, Texas
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77079
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including
area code (281) 293-1000
Not Applicable
(Former name or former address, if changed
since last report)
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
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Trading Symbol(s)
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Name of each exchange on which
registered
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Common Stock, $.01 Par Value Per Share
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COP
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New York Stock Exchange
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7% Debentures due 2029
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CUSIP-718507BK1
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New York Stock Exchange
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Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 5.02
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DEPARTURE OF DIRECTOR OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
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On May 14, 2020, Don E. Wallette, Jr. announced his decision
to retire as executive vice president and chief financial officer of ConocoPhillips. Mr. Wallette will remain in his
position as executive vice president and chief financial officer until August 31, 2020.
In connection with Mr. Wallette’s retirement, at
a meeting held on May 18, 2020, the Board of Directors of ConocoPhillips appointed
William L. Bullock, Jr., currently President, Asia Pacific & Middle East, to serve as executive vice president and chief financial
officer, effective September 1, 2020, to succeed Mr. Wallette. The press release issued by ConocoPhillips on May 20, 2020 announcing
these changes is filed as Exhibit 99.1 hereto and incorporated herein by reference.
The information regarding Mr. Bullock required under Items 401(b),
(d) and (e) of Regulation S-K is included under “Information About our Executive Officers” on page 29
of ConocoPhillips’ Annual Report on Form 10-K for the year ending December 31, 2019, as filed with the Securities and Exchange Commission (the “SEC”) on February 18, 2020, and is incorporated herein by reference. There are no
arrangements or understandings pursuant to which Mr. Bullock was selected for his position. The information regarding Mr. Bullock
required under Item 404(a) of Regulation S-K is included under “Related Party Transactions” on page 22 of
ConocoPhillips’ Proxy Statement relating to its 2020 Annual Meeting of Stockholders (the “Proxy Statement”), as filed with the SEC on March 30, 2020, and is incorporated herein by reference. There have been no additional related party
transactions involving Mr. Bullock (or any of his immediate family members) during the period since December 31, 2019.
Mr. Bullock will participate in the compensation programs described
under “Compensation Discussion and Analysis” beginning on page 51 of the Proxy Statement, which description is
incorporated herein by reference.
Item 9.01
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FINANCIAL STATEMENTS AND EXHIBITS
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(d) Exhibits:
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.
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CONOCOPHILLIPS
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/s/ Kelly B. Rose
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May 20, 2020
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Kelly B. Rose
Senior Vice President, Legal,
General Counsel and Corporate Secretary
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