Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · Regulation FD Disclosure
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 C…
As a leading global exploration and production company, ConocoPhillips is uniquely equipped to deliver reliable, responsibly produced oil and gas. Our deep, durable and diverse portfolio is built to meet growing global energy demands. Together with our high-performing operations and continuously advancing technology, we are well positioned to deliver strong, consistent financial results, now and for decades to come. Visit us at www.conocophillips.com.
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Item 5.02Item 5.02 - Departure/Election of Directors
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 7.01Item 7.01 - Regulation FD Disclosure
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.
Filed exhibits (1)
EX-99.1 (by filename) tm2519450d1_ex99-1.htm
EX-99.1
2
tm2519450d1_ex99-1.htm
EXHIBIT 99.1
Exhibit 99.1
925 North
Eldridge Parkway
Houston,
TX 77079
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Relations: 281-293-1149
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NEWS RELEASE
July 1, 2025
ConocoPhillips appoints Kathleen McGinty to its board of directors
HOUSTON - ConocoPhillips (NYSE: COP) today announced that
its board of directors has elected Ms. Kathleen (Katie) McGinty to serve as a board member.
Ms. McGinty currently serves as the vice president and chief sustainability
and external relations officer for Johnson Controls. Prior to joining Johnson Controls, Ms. McGinty served in a broad range of leadership
positions, with over 30 years of public and private sector experience, most recently serving as senior vice president at the Environmental
Defense Fund in Washington, D.C., where she led the global oceans program.
“We are pleased to add Katie to the ConocoPhillips board of directors,”
said Ryan Lance, chairman and chief executive officer. “Katie’s leadership on sustainability and experience in the private
sector and in…
