Item 2.01. Completion of Acquisition or Disposition of Assets.
On
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 the Company equal to the product of the number of shares of common stock of Concho subject to the award multiplied by the Exchange Ratio and rounded to the nearest whole share; (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 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 any former employee who, as of the Effective Time, serves on the Concho board, 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 the Company equal to the product of the target number of shares of common stock of Concho subject to the award multiplied by the Exchange Ratio and rounded to the nearest whole share.
The issuance of shares of common stock of the Company in connection with the
Merger was registered under the Securities Act of 1933, as amended (the
"Securities Act"), pursuant to the Company'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 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.
As required by the terms of the Merger Agreement, effective as of
As previously described in the Joint Proxy Statement/Prospectus,
Item 5.07. Submission of Matters to a Vote of Security Holders.
On
At the Special Meeting, the Issuance Proposal was approved by the affirmative vote of a majority of shares of common stock of the Company present in person (via the Company's special meeting website) or by proxy at the Special Meeting and entitled to vote on the Issuance Proposal.
As of the close of business on
Votes For Percentage For Votes Against Abstentions Broker Non-Votes 787,087,414 99.28% 5,675,797 1,643,953 0
Item 8.01 Other Events.
On
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements.
The audited consolidated balance sheet of Concho as of
The Report of Independent Registered Public Accounting Firm, issued by
The unaudited consolidated balance sheet of Concho as of
(b) Pro Forma Financial Information.
The unaudited pro forma combined income statement for the year ended
(d) Exhibits. Exhibit No. Description of Exhibit 23.1 Consent ofGrant Thornton LLP . 99.1 Press release, datedJanuary 15, 2021 , issued byConocoPhillips . 99.2 The audited consolidated balance sheet of Concho, as ofDecember 31, 2019 andDecember 31, 2018 , and the consolidated statements of operations, consolidated statements of cash flows and consolidated statements of changes in stockholders' equity of Concho, for the years endedDecember 31, 2019 , 2018 and 2017, and the notes related thereto (incorporated by reference to Part II. Item 8 of Concho's Form 10-K filed with theSEC onFebruary 19, 2020 (the "2019 Form 10-K")). 99.3 The Report of Independent Registered Public Accounting Firm, issued byGrant Thornton LLP , datedFebruary 19, 2020 , relating to the consolidated financial statements of Concho (incorporated by reference to Part II. Item 8 of the 2020 Form 10-K). 99.4 The unaudited consolidated balance sheet of Concho as ofSeptember 30, 2020 and the consolidated statements of operations, consolidated statements of cash flows and consolidated statements of changes in stockholders' equity of Concho for the nine month period endedSeptember 30, 2020 , and the notes related thereto (incorporated by reference to Part I. Item I of Concho's Form 10-Q filed with theSEC onOctober 27, 2020 ). 99.5 The unaudited pro forma combined income statement, for the year endedDecember 31, 2019 and the nine months endedSeptember 30, 2020 , and the unaudited pro forma combined balance sheet as ofSeptember 30, 2020 (incorporated by reference to the information under the caption "Unaudited Pro Forma Combined Financial Statements" of the Form S-4 ofConocoPhillips (SEC File No. 333-250183)) 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document
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