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CONOCOPHILLIPS FILES (8-K) Disclosing Change in Directors or Principal Officers, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

May 14, 2014



Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As described in Item 5.07 below, ConocoPhillips (the "Company") held its 2014 Annual Meeting of Stockholders (the "Annual Meeting") on May 13, 2014. At the Annual Meeting, the Company's stockholders approved the 2014 Omnibus Stock and Performance Incentive Plan of ConocoPhillips (the "Omnibus Plan"), which was unanimously adopted by the Company's Board of Directors on February 19, 2014 subject to stockholder approval at the Annual Meeting. The effective date of the Omnibus Plan is May 13, 2014. The Omnibus Plan will replace the Company's 2011 Omnibus Stock and Performance Incentive Plan (the "Prior Plan"), and provides for the issuance of up to 79 million shares of common stock for compensation to the Company's employees and non-employee directors, consisting of 37 million new shares and approximately 42 million shares outstanding under the Prior Plan. The Human Resources and Compensation Committee of the Company's Board of Directors determines the type of employee awards made under the Omnibus Plan, designates the classes of employees who are eligible recipients of awards, and approves grants for those employees considered, under the charter of the Committee, to be senior officers of the Company. The Board of Directors determines the type of awards made to directors. Such awards may consist of stock options, stock appreciation rights, stock awards (consisting of restricted stock and non-restricted grants of common stock or units denominated in common stock), cash awards or performance awards. Awards are subject to the terms, conditions and limitations as determined by the Board of Directors or the Human Resources and Compensation Committee, as appropriate. The Omnibus Plan is attached as Exhibit 10.1. A description of the material terms and conditions of the Omnibus Plan is provided under the heading "Summary of Our 2014 Omnibus Stock and Performance Incentive Plan" on pages 71-74 of the Company's proxy statement filed with the Securities and Exchange Commission on March 28, 2014, which description is incorporated herein by reference.



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

The Company held its Annual Meeting on May 13, 2014. A brief description of each proposal submitted at the Annual Meeting and the voting results are summarized below.



A Company proposal to elect 10 directors:

Number of Shares Broker Voted For Voted Against Abstentions Nonvotes Richard L. Armitage 809,364,213 21,353,946 3,732,441 226,136,548 Richard H. Auchinleck 728,862,781 101,724,745 3,863,074 226,136,548 Charles E. Bunch 805,664,029 25,033,759 3,752,812 226,136,548 James E. Copeland, Jr. 815,190,408 15,617,712 3,642,480 226,136,548 Jody L. Freeman 822,359,856 8,423,333 3,667,411 226,136,548 Gay Huey Evans 813,205,491 17,542,835 3,702,274 226,136,548 Ryan M. Lance 805,173,834 23,255,163 6,021,603 226,136,548 Robert A. Niblock 812,407,917 18,324,192 3,718,491 226,136,548 Harald J. Norvik 818,049,993 12,693,798 3,706,809 226,136,548 William E. Wade, Jr. 806,649,592 23,956,378 3,844,630 226,136,548



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A Company proposal to ratify the appointment of Ernst & Young LLP as ConocoPhillips' independent registered public accounting firm for 2014:

Number of Shares Voted For Voted Against Abstentions Broker Nonvotes Ratification of Appointment of Ernst & Young LLP as 972,986,931 83,463,075 4,137,142 - ConocoPhillips' Independent Registered Public Accounting Firm



A Company proposal for stockholders to provide an advisory approval of the compensation of our Named Executive Officers:

Number of Shares Voted For Voted Against Abstentions Broker Nonvotes Advisory Approval of the Compensation of our Named 786,103,075 40,539,858 7,807,667 226,136,548



Executive Officers

A Company proposal to approve the Omnibus Plan:

Number of Shares Voted For Voted Against Abstentions Broker Nonvotes Approval of 2014 Omnibus Stock and Performance Incentive Plan of ConocoPhillips 747,681,105 80,325,941 6,443,554 226,136,548



Results of stockholder proposals submitted to a vote were:

Number of Shares Voted For Voted Against Abstentions Broker Nonvotes Report on Lobbying Expenditures 180,310,425 532,655,491 121,484,684 226,136,548



Greenhouse Gas Reduction Targets 179,706,651 518,133,997

136,609,952 226,136,548



All 10 nominated directors were elected and the appointment of the independent auditors was ratified. The compensation of the Company's named executive officers in 2013 was approved and the Omnibus Plan was approved. The two stockholder proposals presented were not approved.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits



10.1 2014 Omnibus Stock and Performance Incentive Plan of ConocoPhillips

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Source: Edgar Glimpses


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