Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
(d) Election of Directors
On September 13, 2022, the Board of Directors (the "Board") of ConocoPhillips
(the "Company") voted to increase the size of the Board from 13 members to 14
and to elect Mr. Dennis Arriola to the Board of Directors of the Company, to
serve until his successor shall have been duly elected and qualified or until
his earlier resignation or removal.
Mr. Arriola will serve as a member of the Human Resources and Compensation
Committee and the Audit and Finance Committee.
Mr. Arriola will receive compensation in accordance with policies and procedures
previously approved by the Board for non-employee directors of the Company and
as more fully described in the Company's Proxy Statement on Schedule 14A related
to the 2022 Annual Meeting of Stockholders under the heading "Non-Employee
Director Compensation" (and such description is incorporated herein by
reference).
There is no arrangement or understanding between Mr. Arriola and any other
person pursuant to which Mr. Arriola was appointed as a director. Mr. Arriola
has no direct or indirect material interest in any transaction required to be
disclosed pursuant to Item 404(a) of Regulation S-K.
Item 7.01 Regulation FD Disclosure
On September 13, 2022, the Company issued a press release (the "Press Release")
announcing the appointment of Mr. Arriola to the Board. A copy of the Press
Release is furnished as Exhibit 99.1 hereto and is incorporated by reference
into this Item 7.01.
The information in this Item 7.01 and Exhibit 99.1 hereto shall not be deemed
"filed" for purposes of Section 18 of the Securities Exchange Act of 1934 or
otherwise subject to the liabilities of that section and shall not be deemed
incorporated by reference in any filing made by the Company under the Securities
Act of 1933 or the Securities Exchange Act of 1934, except as set forth by
specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
99.1 Press Release, dated September13, 2022
104 Cover Page Interactive Data File (formatted as Inline XBRL and
filed herewith)
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