01—Abstract
Summary
Summary of the 8-K filed January 10, 2025. Cited figures are marked; the original filing is the authoritative source.
APA Corporation filed this Current Report on Form 8-K dated January 10, 2025 under Item 5.02 (Compensatory Arrangements of Certain Officers).
On January 9, 2025, the Management Development and Compensation Committee of the Board of Directors approved a new form of Performance Share Program Agreement and a new form of Stock Option Award Agreement. Both will be used to grant awards to the Company's executive officers under the 2016 Omnibus Compensation Plan, as amended. The Performance Share Program Agreement mirrors the Company's prior form, with one change: vesting of Performance Shares is tied to two individually weighted measures, Relative Total Shareholder Return (60%a) and Cash Return on Invested Capital (40%).
The Stock Option Award Agreement mirrors the form used in 2018, updated to reflect amendments made to previously issued option agreements, including a revised definition of "Involuntary Termination." The filing describes governance and compensation terms only. It does not report financial results, operating developments, or new financial commitments. The full agreements are filed as Exhibits 10.1 and 10.2 and are incorporated by reference.
02—Key points
Key Highlights
- Compensation Committee approved new 2025 forms of Performance Share Program Agreement and Stock Option Award Agreement on January 9, 2025
- Awards will be granted to executive officers under the 2016 Omnibus Compensation Plan, as amended
- Performance Share vesting is weighted 60% on Relative Total Shareholder Return and 40% on Cash Return on Invested Capital
- Performance Share form mirrors the prior form except for the new two-measure vesting structure
- Stock option form mirrors the form used in 2018, with updates from amendments to previously issued agreements, including a revised definition of "Involuntary Termination"
- Full terms are in Exhibits 10.1 and 10.2, which are incorporated by reference
03—Questions
Frequently Asked Questions
What did APA's Board committee approve?
On January 9, 2025, the Management Development and Compensation Committee approved a new form of Performance Share Program Agreement and a new form of Stock Option Award Agreement for executive officers under the 2016 Omnibus Compensation Plan, as amended.
How are the new Performance Shares weighted for vesting?
Vesting is based on two individually weighted measures: Relative Total Shareholder Return at 60% and Cash Return on Invested Capital at 40%.
What changed in the stock option agreement?
The form mirrors the stock option award agreement used in 2018, updated to reflect amendments made to previously issued option agreements. One listed change is a revised definition of "Involuntary Termination."
Does this filing report financial results or new financial commitments?
No. The filing covers only compensatory arrangements for executive officers and lists the agreements as exhibits.
Where can investors find the full terms of the awards?
The complete agreements are filed as Exhibit 10.1 (Form of 2025 Performance Share Program Agreement) and Exhibit 10.2 (Form of 2025 Stock Option Award Agreement), both dated January 9, 2025, and incorporated into the filing by reference.
04—Continue