[8-K] CONOCOPHILLIPS Reports Material Event

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

ConocoPhillips reported results of its annual stockholder meeting held on May 12, 2026. Stockholders elected all 13 director nominees to one-year terms and confirmed the company’s existing board structure. As of the record date, 1,218,853,041 shares were outstanding and entitled to vote.

Stockholders ratified the appointment of Ernst & Young LLP as independent registered public accounting firm for 2026, with a large majority of votes cast in favor. They also approved, on an advisory basis, the compensation of the company’s named executive officers. A stockholder proposal to require separate individuals to serve as board chair and chief executive officer did not receive sufficient support and was not approved.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Understanding 8-K Material Events →

05/14/2026 - 04:00 PM

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): May 12, 2026

ConocoPhillips

(Exact name of registrant as specified in its charter)

Delaware		001-32395		01-0562944
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS 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

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 5.07

Submission of Matters to a Vote of Security Holders.

ConocoPhillips (the “Company”) held its annual meeting of stockholders on May 12, 2026. As of the record date for the annual meeting, there were a total of 1,218,853,041 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 Non-Votes
Dennis V. Arriola		972,950,789		11,794,507		1,001,859		108,890,490
Nelda J. Connors		964,512,800		20,087,280		1,147,075		108,890,490
Gay Huey Evans		965,672,431		19,072,057		1,002,667		108,890,490
Jeffrey A. Joerres		963,928,685		20,811,920		1,006,550		108,890,490
Ryan M. Lance		953,619,854		31,168,419		958,882		108,890,490
Timothy A. Leach		965,321,999		19,236,835		1,188,321		108,890,490
Kathleen A. McGinty		972,741,086		11,985,168		1,020,901		108,890,490
William H. McRaven		972,768,334		12,017,091		11,985,168		108,890,490
Sharmila Mulligan		967,648,764		17,114,657		983,734		108,890,490
Arjun N. Murti		964,115,023		20,674,018		958,114		108,890,490
Robert A. Niblock		946,104,070		38,625,960		1,017,125		108,890,490
David T. Seaton		951,730,558		33,034,256		982,341		108,890,490
R.A. Walker		969,745,327		15,001,919		999,909		108,890,490

RATIFICATION OF AUDITORS

The ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2026 was approved.

Number of Shares

Voted For

Voted Against

Abstentions

Ratification of Appointment of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm

1,055,769,841

37,870,484

997,320

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 Non-Votes
Advisory Vote on the Compensation of our Named Executive Officers		943,706,422		39,445,969		2,594,764		108,890,490

STOCKHOLDER PROPOSAL – INDEPENDENT BOARD CHAIRMAN

A stockholder proposal for the Company to require that two separate people hold the office of the Chairman and the office of the Chief Executive Officer was not approved.

	Number of Shares
	Voted For		Voted Against		Abstentions		Broker Non-Votes
Stockholder Proposal – Independent Board Chairman		274,246,111		705,606,221		5,894,823		108,890,490

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
May 14, 2026	Kelly B. Rose
	Senior Vice President, Legal,
	General Counsel and Corporate Secretary

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents

[8-K] CONOCOPHILLIPS Reports Material Event

Rhea-AI Filing Summary

Positive

Negative

8-K Event Classification

Filing Exhibits & Attachments

Other Documents