CONOCOPHILLIPS Item 5.07 Submission of Matters to a Vote of Security Holders.
ConocoPhillips held its annual meeting of stockholders onMay 10, 2022 . As of the record date for the annual meeting, there were a total of 1,269,051,257 shares outstanding and entitled to vote. The results of the matters submitted to a vote of the stockholders at the meeting are set forth below. ELECTION OF DIRECTORS
All 13 nominated directors were elected to serve a one-year term.
Number of Shares
Voted For Voted Against Abstentions Broker NonvotesCaroline Maury Devine 1,001,286,612 13,031,008 2,242,767 112,445,141 Jody Freeman 969,807,521 44,668,744 2,084,122 112,445,141 Gay Huey Evans CBE 1,000,041,011 15,327,567 1,191,809 112,445,141 Jeffrey A. Joerres 981,524,374 32,690,487 2,345,526 112,445,141 Ryan M. Lance 940,330,997 71,793,840 4,435,550 112,445,141 Timothy A. Leach 998,073,495 17,160,433 1,326,459 112,445,141 William H. McRaven 1,000,960,105 14,367,285 1,232,997 112,445,141 Sharmila Mulligan 995,349,661 20,039,894 1,170,832 112,445,141 Eric D. Mullins 1,005,632,173 9,683,339 1,244,875 112,445,141 Arjun N. Murti 995,101,970 19,937,904 1,520,513 112,445,141 Robert A. Niblock 925,317,740 79,154,713 12,087,934 112,445,141 David T. Seaton 1,002,718,902 11,752,783 2,088,702 112,445,141 R.A. Walker 993,449,351 21,843,384 1,267,652 112,445,141 RATIFICATION OF AUDITORS
The ratification of the appointment of
Number of Shares
Voted For Voted Against Abstentions Broker Nonvotes
Ratification of Appointment of Ernst
& Young LLP as ConocoPhillips'
Independent Registered Public
Accounting Firm 998,003,261 129,174,410 1,827,857 -
ADVISORY APPROVAL OF EXECUTIVE COMPENSATION
The advisory vote on the compensation of our Named Executive Officers was
approved.
Number of Shares
Voted For Voted Against Abstentions Broker Nonvotes
Advisory Vote of the Compensation of
our Named Executive Officers 613,581,961 396,011,916
6,966,510 112,445,141
ADOPTION OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO ELIMINATE SUPERMAJORITY VOTING PROVISIONS
The adoption of an Amended and Restated Certificate of Incorporation to
eliminate supermajority voting provisions was not approved. Approval required
the affirmative vote of the holders of not less than 80% of the outstanding
shares of
Number of Shares
Voted For Voted Against Abstentions Broker Nonvotes
Adoption of Amended and Restated
Certificate of Incorporation 1,008,358,791 6,138,665
2,062,931 112,445,141
ADVISORY VOTE ON RIGHT TO CALL SPECIAL MEETING
The advisory vote for the Board of Directors to take the steps necessary to
amend the appropriate governing documents to give owners of a combined 20% of
Number of Shares
Voted For Voted Against Abstentions Broker Nonvotes
Advisory Vote on Right to Call
Special Meeting 809,123,521 205,548,087 1,888,779 112,445,141
STOCKHOLDER PROPOSAL - RIGHT TO CALL SPECIAL MEETING
A stockholder proposal for the Board of Directors to take the steps necessary to amend the appropriate company governing documents to give owners of a combined 10% ofConocoPhillips' outstanding common stock the power to call a special shareholder meeting was approved. Number of Shares Voted For Voted Against Abstentions Broker Nonvotes Stockholder Proposal - Right to Call Special Meeting 536,805,733 476,933,909 2,820,745 112,445,141
STOCKHOLDER PROPOSAL - EMISSIONS REDUCTION TARGETS
A stockholder proposal forConocoPhillips to set emissions reduction targets covering the greenhouse gas emissions of the company's operations as well as its energy products (Scope 1, 2 and 3) was not approved. Number of Shares Voted For Voted Against Abstentions Broker Nonvotes Stockholder Proposal - Emissions Reduction Targets 400,909,568 559,448,611 56,202,208 112,445,141
STOCKHOLDER PROPOSAL - REPORT ON LOBBYING ACTIVITIES
A stockholder proposal for
Number of Shares
Voted For Voted Against Abstentions Broker Nonvotes
Stockholder Proposal - Report on
Lobbying Activities 199,361,165 812,760,356 4,438,866 112,445,141
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