Item 1.02 Termination of a Material Definitive Agreement.
In connection with the consummation of the Merger (as defined below), on
Item 2.01 Completion of Acquisition or Disposition of Assets.
On
The issuance of shares of common stock of ConocoPhillips in connection with the
Merger was registered under the Securities Act of 1933, as amended (the
"Securities Act"), pursuant to ConocoPhillips's registration statement on Form
S-4 (File No. 333-250183), declared effective by the
The foregoing description of the Merger Agreement and the transactions
contemplated thereby, including the Merger, is not complete and is subject to
and qualified in its entirety by reference to the Merger Agreement, a copy of
which was included as Annex A to the Joint Proxy Statement/Prospectus, and which
was filed as Exhibit 2.1 to Concho's Current Report on Form 8-K filed on
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
In connection with the consummation of the Merger, Concho notified the
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Item 3.03 Material Modification to Rights of Security Holders.
The information set forth in Item 1.02, Item 2.01, Item 3.01 and Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
At the Effective Time, each share of common stock of Concho outstanding immediately prior to the Effective Time (excluding certain Excluded Shares and Converted Shares (each as defined in the Merger Agreement)) was converted into the right to receive the Merger Consideration.
At the Effective Time: (1) each outstanding award of restricted common stock of Concho (other than an award that fully vested by its terms at the Effective Time) was converted into an award in respect of a number of shares of restricted common stock of ConocoPhillips equal to the product of the number of shares of common stock of Concho subject to the award multiplied by the Exchange Ratio; (2) each outstanding award of restricted common stock of Concho that fully vested by its terms at the Effective Time vested and was converted into the right to receive the Merger Consideration in respect of each share subject to the award; (3) each outstanding award of performance units (other than any such award were granted following the execution of the Merger Agreement) vested (applicable performance goals were deemed satisfied at 200% of target (which is two-thirds of maximum performance) for active employees and based on actual performance for former employees) and was converted into the right to receive an amount in cash equal to the value of the Merger Consideration in respect of each share subject to the award; and (4) each outstanding award of performance units granted following the execution of the Merger Agreement was converted into a time-vesting award in respect of a number of shares of restricted common stock of ConocoPhillips equal to the product of the target number of shares of common stock of Concho subject to the award multiplied by the Exchange Ratio.
Item 5.01 Changes in Control of Registrant.
As a result of the consummation of the Merger, at the Effective Time, Concho became a wholly-owned subsidiary of ConocoPhillips.
The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
In accordance with the terms of the Merger Agreement, all of the directors of Concho prior to the Effective Time ceased to be directors of Concho effective as of the Effective Time.
Item 5.03 Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year.
At the Effective Time: (1) Concho's Amended and Restated Certificate of Incorporation was amended and restated in accordance with the Merger Agreement; and (2) the bylaws of Merger Sub in effect immediately prior to the Effective Time became the bylaws of Concho.
A copy of the Amended and Restated Certificate of Incorporation of
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On
At the special meeting, the Merger Proposal was approved by the affirmative vote of a majority of the outstanding shares of Concho's common stock entitled to vote on the proposal. The Non-Binding Compensation Advisory Proposal was approved, on an advisory basis, by the affirmative vote of a majority of the shares of Concho's common stock present (via the Concho special meeting website) or represented by proxy at the Special Meeting and entitled to vote on the Non-Binding Compensation Advisory Proposal.
As of the close of business on
Merger Proposal
Votes For Percentage For Votes Against Abstentions Broker Non-Votes 155,889,546 97.85% 3,404,180 20,408
0
Non-Binding Compensation Advisory Proposal
Votes For Percentage For Votes Against Abstentions Broker Non-Votes 88,511,843 55.56% 70,650,914 151,377 0
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit Number Description 2.1 Agreement and Plan of Merger, dated as ofOctober 18, 2020 by and among ConocoPhillips, Merger Sub and Concho (incorporated by reference to Exhibit 2.1 to Concho's Current Report on Form 8-K filed onOctober 19, 2020 ). 3.1 Amended and Restated Certificate of Incorporation ofConcho Resources Inc. 3.2 Sixth Amended and Restated Bylaws ofConcho Resources Inc. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 4
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