8-K/AShareholder Matters

CONOCOPHILLIPS 8-K/A Report, Shareholder Vote Results (Sep 20, 2011)

Filed September 20, 2011For Securities:COP

Summary

This Form 8-K/A filing from ConocoPhillips (COP) amends a prior report related to its 2011 Annual Meeting of Stockholders held on May 11, 2011. The primary purpose of this amendment is to clarify and formally report the company's decision regarding the frequency of advisory votes on executive compensation, commonly known as "say-on-pay." Specifically, ConocoPhillips has determined to hold an annual advisory vote on the compensation of its named executive officers. This decision aligns with the voting results from the Annual Meeting and will continue until the next required stockholder vote on the frequency of such matters, as mandated by Section 14A of the Securities Exchange Act of 1934, or until the Board of Directors determines a different frequency is in the best interest of stockholders. Investors should note this filing provides transparency on corporate governance practices related to executive pay.

Key Highlights

  • 1ConocoPhillips is filing an amendment to a prior Form 8-K regarding its 2011 Annual Meeting of Stockholders.
  • 2The amendment clarifies the company's decision on the frequency of advisory votes on executive compensation ('say-on-pay').
  • 3The company has decided to hold an annual 'say-on-pay' advisory vote.
  • 4This annual vote will continue until the next required stockholder vote on frequency or until the Board decides otherwise.
  • 5The decision is consistent with the voting results from the May 11, 2011 Annual Meeting.
  • 6This filing addresses corporate governance and shareholder engagement on executive compensation.

Frequently Asked Questions

The main purpose of this filing is to amend a previous 8-K report to officially document ConocoPhillips' decision to hold annual advisory votes on executive compensation ('say-on-pay'), following the results of their 2011 Annual Meeting of Stockholders.

A 'say-on-pay' vote is a non-binding shareholder vote on the compensation of a company's top executives. It allows shareholders to voice their opinion on the company's executive compensation policies and practices.

ConocoPhillips has decided to hold these advisory votes annually until the next required shareholder vote on frequency or until the Board of Directors determines a different frequency is in the best interest of stockholders.

No, this filing is purely informational and pertains to corporate governance, specifically the frequency of shareholder votes on executive compensation. It does not report any new financial transactions or significant business developments.