Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal


           Year.

The State of Delaware amended Section 102(b)(7) of the General Corporation Law (the "DGCL") to allow a corporation incorporated in that state to include in its certificate of incorporation an exculpation provision (the "Officer Exculpation Provision") eliminating or limiting the personal liability of an officer to the corporation or its stockholders for monetary damages for breach of the officer's duty of care, subject to the limitations set forth in the DGCL.

The Board of Directors (the "Board") of APA Corporation (the "Company") approved an amendment to the Company's Amended and Restated Certificate of Incorporation (the "Charter") to add an Officer Exculpation Provision and recommended its approval by the Company's shareholders in the form of the Certificate of Amendment to the Charter (the "Charter Amendment") included as Appendix A to the Company's 2023 proxy statement. At the annual meeting of shareholders of the Company held on May 23, 2023, the shareholders approved the Charter Amendment, and the Company subsequently filed it with the Secretary of State of the State of Delaware, effective as of 10:46 A.M. (Eastern Time) on May 24, 2023.

The above description of the Charter Amendment is a summary of the material terms thereof and is qualified in its entirety by reference to the completed Charter Amendment, a copy of which is attached hereto as Exhibit 3.1.

Item 5.07. Submission of Matters to a Vote of Security Holders.

At the annual meeting of shareholders of the Company held on May 23, 2023, there were 309,468,833 shares of the Company's common stock, par value $0.625 per share, eligible to vote, of which 264,733,206 shares, or 85.54 percent, were voted. The matters voted upon, the number of votes cast for or against, and the number of abstentions and broker non-votes were as stated below.



Proposals 1-10 - Election of Directors. The following nominees for directors
were elected to serve one-year terms expiring at the 2024 annual meeting of
shareholders by the majority of shares voted, excluding abstentions and broker
non-votes.

                                                                                Broker
Nominee                      For            Against         Abstentions       Non-Votes
Annell R. Bay             205,168,394       23,869,059           332,665       35,363,089
John J. Christmann IV     226,740,586        2,305,151           324,381       35,363,089
Juliet S. Ellis           222,503,654        6,530,728           335,735       35,363,089
Charles W. Hooper         224,006,567        5,009,606           353,944       35,363,089
Chansoo Joung             218,120,824       10,911,886           337,406       35,363,089
H. Lamar McKay            222,729,685        6,295,477           344,956       35,363,089
Amy H. Nelson             223,359,985        5,674,454           335,679       35,363,089
Daniel W. Rabun           224,905,477        4,131,488           333,152       35,363,089
Peter A. Ragauss          226,418,854        2,607,952           343,312       35,363,089
David L. Stover           226,605,393        2,429,437           335,288       35,363,089

Proposal 11 - Ratification of Appointment of Independent Auditor. The appointment of Ernst & Young LLP as the Company's independent auditor for fiscal year 2023 was ratified by the majority of shares voted, excluding abstentions and broker non-votes.



                                         Broker
    For        Against    Abstentions   Non-Votes
255,973,436   8,373,532     386,238         -

Proposal 12 - Non-Binding Advisory Vote on Executive Compensation. In a non-binding advisory vote to approve the compensation of the Company's named executive officers as disclosed in the Company's 2023 proxy statement (commonly known as "say on pay"), the compensation of the Company's named executive officers was approved by the majority of shares voted, excluding abstentions and broker non-votes.



                                           Broker
    For        Against     Abstentions   Non-Votes
216,122,313   12,645,364     602,440     35,363,089

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Proposal 13 - Non-Binding Advisory Vote on Frequency of Advisory Vote on Executive Compensation. In a non-binding advisory vote on the frequency of the advisory vote to approve the compensation of the Company's named executive officers (commonly known as "say when on pay"), the frequency of "one year" was approved by the majority of shares voted, excluding abstentions and broker non-votes.



                                                    Broker
  1 Year      2 Years    3 Years    Abstentions   Non-Votes
225,544,037   355,858   3,081,998     388,224     35,363,089

After the annual meeting, the Board considered the outcome of this vote and determined that the Company will hold future non-binding advisory votes to approve the compensation of the Company's named executive officers every year until the Board otherwise determines that a different frequency for such non-binding advisory vote is in the best interest of the Company or until the next required vote on the frequency of such votes.

Proposal 14 - Approval of the Charter Amendment. The Charter Amendment, as described in the Company's 2023 proxy statement and in Item 5.03 above, was approved by the majority of shares outstanding.



                                           Broker
    For        Against     Abstentions   Non-Votes
184,431,625   44,144,546     793,946     35,363,089

Item 9.01. Financial Statements and Exhibits.




(d)  Exhibits

Exhibit
  No.       Description

3.1           Certificate of Amendment of Amended and Restated Certificate of
            Incorporation.

104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document).

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