Summary
ConocoPhillips (COP) filed an 8-K on October 13, 2015, to report amendments to its By-Laws, effective October 9, 2015. The most significant change is the implementation of a "proxy access" provision. This provision allows eligible stockholders or groups of stockholders meeting specific ownership thresholds (3% or more of outstanding common stock for at least three years) to nominate director candidates and include them in the company's proxy materials. The number of nominees allowed under proxy access is capped at 20% of the Board or two directors, whichever is greater. This proxy access provision will first be available to stockholders for the 2017 annual meeting. The By-Laws were also updated to refine existing advance notice provisions for director nominations and clarify informational requirements for nominees. Investors should note that while this change empowers certain shareholders, it will not impact director elections until the 2017 annual meeting.
Key Highlights
- 1ConocoPhillips amended its By-Laws on October 9, 2015.
- 2The primary amendment introduces a "proxy access" provision.
- 3Proxy access allows eligible stockholders (owning 3%+ for 3+ years) to nominate director candidates for inclusion in company proxy materials.
- 4The number of director nominees through proxy access is limited to 20% of the Board or two directors, whichever is greater.
- 5This proxy access provision will first be effective for the 2017 annual meeting of stockholders.
- 6The By-Laws were also updated to clarify and refine existing advance notice provisions for director nominations.