ConocoPhillips Files 2025 Proxy Statement

TL;DR

ConocoPhillips proxy statement is out - shareholders vote on company direction soon.

AI Summary

ConocoPhillips filed a Definitive Proxy Statement (DEFA14A) on April 10, 2025, for its upcoming Annual Meeting of Stockholders. The filing provides details regarding the company's governance, executive compensation, and proposals to be voted on by shareholders. It serves as the official communication to shareholders ahead of the meeting.

Why It Matters

This filing is crucial for shareholders as it outlines the company's governance practices and the proposals they will vote on, directly impacting their investment and the company's future direction.

Risk Assessment

Risk Level: low — This is a standard regulatory filing (DEFA14A) that provides information to shareholders and does not inherently indicate new risks.

Key Players & Entities

• ConocoPhillips (company) — Registrant
• 0001104659-25-033749 (filing_id) — Accession Number
• 20250410 (date) — Filing Date

FAQ

From the Filing

0001104659-25-033749.txt : 20250410 0001104659-25-033749.hdr.sgml : 20250410 20250410160531 ACCESSION NUMBER: 0001104659-25-033749 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20250410 DATE AS OF CHANGE: 20250410 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CONOCOPHILLIPS CENTRAL INDEX KEY: 0001163165 STANDARD INDUSTRIAL CLASSIFICATION: PETROLEUM REFINING [2911] ORGANIZATION NAME: 01 Energy & Transportation EIN: 010562944 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-32395 FILM NUMBER: 25828365 BUSINESS ADDRESS: STREET 1: 925 N. ELDRIDGE PARKWAY CITY: HOUSTON STATE: TX ZIP: 77079 BUSINESS PHONE: 281-293-1000 MAIL ADDRESS: STREET 1: SHIPPING & RECEIVING CENTER STREET 2: 16930 PARK ROW DR. CITY: HOUSTON STATE: TX ZIP: 77084 FORMER COMPANY: FORMER CONFORMED NAME: CORVETTEPORSCHE CORP DATE OF NAME CHANGE: 20011204 DEFA14A 1 tm2512065d1_defa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy Statement x Definitive Additional Materials ¨ Soliciting Material under §240.14a-12 ConocoPhillips (Name of Registrant as Specified In Its Charter) N/A (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check all boxes that apply): x No fee required. ¨ Fee paid previously with preliminary materials. ¨ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11. SUPPLEMENT TO THE PROXY STATEMENT FOR THE ANNUAL MEETING OF STOCKHOLDERS OF CONOCOPHILLIPS TO BE HELD ON MAY 13, 2025 EXPLANATORY NOTE On March 31, 2025, ConocoPhillips (the “ Company ”) filed a definitive proxy statement (the “ Proxy Statement” ) with the Securities and Exchange Commission for the Company’s Annual Meeting of Stockholders to be held on May 13, 2025 (the “ Annual Meeting ”). The Company is filing this supplement (the “ Supplement ”) to clarify language appearing on page 130 regarding the treatment of broker non-votes with respect to the proposal related to the Adoption of Amended and Restated Certificate of Incorporation to Eliminate Supermajority Voting Provisions. Except as specifically supplemented by the information set forth herein, all information set forth in the Proxy Statement remains unchanged. The treatment of broker non-votes with respect to Item 4: Adoption of Amended and Restated Certificate of Incorporation to Eliminate Supermajority Voting Provisions (“ Proposal 4 ”) was stated as “broker non-votes and failures to vote have the same effect as a vote against this Proposal 4” on page 121 of the Proxy Statement. This Supplement hereby amends and replaces the three sentences on page 130 under “How are abstentions and broker non-votes counted?” to conform with the description on page 121 to read as follows: “Abstentions and broker non-votes are counted in determining whether a quorum is present. Otherwise, broker non-votes will have no effect on the vote for Item 1, Item 2 (which is a routine matter, as to which there are expected to be no broker non-votes), Item 3 and Item 5, and will have the same effect as a vote against Item 4. Abstentions will have the same effect as a vote against a proposal.” This Supplement does not change the proposals to be acted upon at the Annual Meeting, which are described in the Proxy Statement. Further, this Supplement should be read with the Proxy Statement and, from and after the date of this Supplem