01—Abstract
Summary
Summary of the 8-K filed May 26, 2026. Cited figures are marked; the original filing is the authoritative source.
APA Corporation's Current Report on Form 8-K reports the results of its 2026 annual meeting of shareholders, held May 21, 2026.
Shareholders approved the Third Amendment to the company's 2016 Omnibus Compensation Plan, which increases the number of shares authorized for issuance under the plan by 24,160,000 shares and extends the plan's term through May 21, 2036. The board had approved the amendment before the meeting, subject to shareholder approval. The amendment is described in the company's proxy statement filed April 9, 2026, and the full text is filed as Exhibit 10.1.
Of the 353,400,414 shares of common stock eligible to vote, 312,221,847 shares, or approximately 88.35%a, were voted. All ten director nominees were elected to one-year terms expiring at the 2027 annual meeting. Shareholders also ratified Ernst & Young LLP as independent auditor for fiscal year 2026, and approved the non-binding advisory vote on named executive officer compensation.
The compensation vote received 238,710,645 votes for and 38,762,516 against, a meaningfully higher level of opposition than the other proposals. For investors, the filing's most significant items are the expanded equity compensation capacity and the longer plan term, which give the company a larger pool of shares for incentive awards over the next decade. The filing does not state the number of shares previously available under the plan or the dilutive effect of the increase.
02—Key points
Key Highlights
- Shareholders approved the Third Amendment to the 2016 Omnibus Compensation Plan at the May 21, 2026 annual meeting, with 266,499,823 votes for and 10,989,332 against.
- The amendment increases shares authorized for issuance under the 2016 Plan by 24,160,000 shares.
- The amendment extends the term of the 2016 Plan through May 21, 2036.
- Approximately 88.35% of the 353,400,414 eligible common shares (312,221,847 shares) were voted at the meeting.
- All ten director nominees were elected to one-year terms expiring at the 2027 annual meeting, with Annell R. Bay, Juliet S. Ellis and Anya Weaving among those receiving the highest against vote counts for directors.
- Ernst & Young LLP was ratified as independent auditor for fiscal year 2026, with 307,082,415 votes for and 4,653,628 against.
- The non-binding say-on-pay proposal passed with 238,710,645 votes for and 38,762,516 against, the highest level of opposition among the matters voted on.
03—Questions
Frequently Asked Questions
What did shareholders approve regarding the 2016 Omnibus Compensation Plan?
Shareholders approved the Third Amendment to the 2016 Omnibus Compensation Plan, which increases the shares authorized for issuance by 24,160,000 and extends the plan's term through May 21, 2036. The board had approved the amendment subject to shareholder approval.
How many shares were eligible to vote and how many participated?
353,400,414 shares of common stock were eligible to vote, and 312,221,847 shares, or approximately 88.35%, were voted at the May 21, 2026 annual meeting.
Did shareholders approve the executive compensation proposal?
Yes. The non-binding advisory say-on-pay vote was approved by a majority of shares voted, with 238,710,645 votes for, 38,762,516 against, 658,897 abstentions and 34,089,789 broker non-votes.
Who is the company's independent auditor for fiscal 2026?
Shareholders ratified the appointment of Ernst & Young LLP as independent auditor for fiscal year 2026, with 307,082,415 votes for, 4,653,628 against and 485,804 abstentions.
Where can investors find the full terms of the plan amendment?
The full text of the Third Amendment is filed as Exhibit 10.1 to the Form 8-K. The amendment is also described in the company's definitive proxy statement on Schedule 14A filed April 9, 2026.
04—Continue