[8-K] ConocoPhillips Reports Material Event

Rhea-AI Filing Summary

On July 1, 2025, Kirkland's, Inc. (NASDAQ: KIRK) filed an Item 5.02 Form 8-K announcing a planned change in its senior leadership. Effective July 21, 2025, Andrea K. Courtois will become Senior Vice President and Chief Financial Officer, succeeding W. Michael Madden, who is resigning from the CFO post the same day after serving as Executive Vice President and CFO. Mr. Madden will remain an employee until August 15, 2025 to assist with the transition and will receive severance equal to his $400,000 annual base salary through December 31, 2025.

The company states that Madden’s departure is not related to any operational or accounting disagreements. Courtois brings more than two decades of specialty-retail finance experience, most recently as Vice President of FP&A at Francesca’s, and has held senior planning roles at Ann Taylor, JPMorgan Chase (Home Lending), and La Senza. Her compensation package includes: (a) base salary of $325,000, (b) annual bonus opportunity targeted at 60% of salary, (c) long-term incentive eligibility at 60% of salary, (d) 90 days of temporary housing, (e) up to $30,000 relocation reimbursement plus a $35,000 relocation bonus, and (f) participation in standard senior-executive benefit plans.

The filing includes the Separation Agreement with Madden (Exhibit 10.1) and the press release detailing the leadership change (Exhibit 99.1). No related-party transactions or special arrangements influenced Courtois’s selection.

Positive

• Seamless CFO succession with overlap period (Jul 21–Aug 15) limits operational disruption.
• Incoming CFO brings 20+ years of specialty-retail FP&A experience, potentially strengthening financial planning and inventory management.
• No accounting or policy disagreements cited, reducing risk of financial statement issues.

Negative

• Departure of seasoned CFO may introduce short-term leadership uncertainty.
• Severance payments through Dec 31, 2025 add incremental SG&A expense.

Insights

Financial Analyst

TL;DR – Orderly CFO transition; new hire brings retail FP&A depth; minimal near-term financial impact.

Kirkland’s announced the resignation of long-serving CFO W. Michael Madden and appointment of Andrea Courtois effective July 21. The company mitigates execution risk by overlapping both executives through mid-August and clarifies that the exit is unrelated to any accounting concerns, limiting downside perception. Severance of $400k is modest versus KIRK’s SG&A base and one-time in nature. Courtois’ compensation aligns with peers and signals an emphasis on FP&A discipline, critical for a home-décor retailer navigating inventory volatility. Overall, governance appears sound and the transition is unlikely to materially alter near-term earnings guidance.

Corporate Governance Specialist

TL;DR – Transparent disclosure, no red flags; leadership continuity preserved through structured transition.

The 8-K provides full details of both the outgoing CFO’s severance terms and the incoming CFO’s employment package, reflecting good governance practice. Management confirms no disagreements, reducing the risk of restatement or investigative scrutiny. Courtois’ prior roles across multiple retailers support board succession-planning objectives. Severance coverage through year-end is within common market ranges and bound by a formal Separation Agreement filed as an exhibit, enhancing investor visibility. The board’s Compensation Committee retains discretion over future pay adjustments, aligning incentives with performance benchmarks.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): July 1, 2025

ConocoPhillips

(Exact name of registrant as specified in its charter)

Delaware		001-32395		01-0562944
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

925 N. Eldridge Parkway
Houston, Texas 77079

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (281) 293-1000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $.01 Par Value		COP		New York Stock Exchange
7% Debentures due 2029		CUSIP – 718507BK1		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company   ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ¨

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 July 1, 2025, the Board of Directors (the “Board”) of ConocoPhillips (the “Company”) voted to increase the size of the Board from 12 members to 13 members and to elect Kathleen (Katie) McGinty to the Board of the Company, to serve until her successor shall have been duly elected and qualified or until her earlier resignation or removal.

The Board appointed Ms. McGinty to serve as a member of the Audit and Finance Committee and the Public Policy and Sustainability Committee.

Ms. McGinty 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 2025 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 Ms. McGinty and any other person pursuant to which Ms. McGinty was appointed as a director. Ms. McGinty 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 July 1, 2025, the Company issued a press release (the “Press Release”) announcing the appointment of Ms. McGinty 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 July 1, 2025
	104	Cover Page Interactive Data File (formatted as Inline XBRL and filed herewith)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CONOCOPHILLIPS

/s/ Kelly B. Rose

Kelly B. Rose

Senior Vice President, Legal,
General Counsel and Corporate Secretary

July 1, 2025

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FAQ

Why did Kirkland's (KIRK) CFO W. Michael Madden resign?

The filing states Mr. Madden’s departure is voluntary and not related to operations, accounting policies, or disagreements with the company.

Who is Kirkland's new CFO and what is her background?

Andrea K. Courtois, a 20-year retail finance veteran, most recently VP of FP&A at Francesca’s, will become CFO on July 21, 2025.

When will the CFO transition at Kirkland's take effect?

Courtois assumes the CFO role on July 21, 2025, with Madden assisting until August 15, 2025.

How much severance will the outgoing CFO receive?

Mr. Madden will be paid his current $400,000 annual base salary through December 31, 2025.

What compensation package was offered to the incoming CFO?

Courtois will receive a $325,000 base salary, 60% target bonus, 60% long-term incentives, up to $65,000 in relocation benefits, and standard executive benefits.

Were any related-party transactions disclosed regarding the new CFO?

No. The company states no related-party transactions are reportable under Item 404(a).