UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On February 2, 2022, the board of directors (the “Board”) of APA Corporation (the “Company”) expanded the Board to eleven directors and appointed Lieutenant General Charles W. Hooper (U.S. Army, Retired) as a new director of the Company’s Board. Lt. Gen. Hooper has been appointed to the Corporate Responsibility, Governance, and Nominating Committee and the Management Development and Compensation Committee of the Board.
For his service, Lt. Gen. Hooper will receive compensation that is commensurate with that received by the Company’s other non-employee directors. Such compensatory arrangements are described under the caption “Director Compensation” in the Company’s definitive proxy statement relating to its 2021 annual meeting of stockholders, which was filed with the Securities and Exchange Commission on April 13, 2021, and is incorporated by reference herein.
Other than as disclosed herein, no material plan, contract, or arrangement was entered into or materially amended, and there was no grant or award to Lt. Gen. Hooper or modification thereto under any such plan, contract, or arrangement, in connection with Lt. Gen. Hooper’s appointment. Lt. Gen. Hooper has (i) no arrangements or understandings with any other person pursuant to which he was selected as a director and (ii) no direct or indirect material interest in any transaction or series of similar transactions contemplated by Item 404(a) of Regulation S-K.
Lt. Gen. Hooper, 64, retired after a distinguished 41-year military career. His last assignment was as Director of the Defense Security Cooperation Agency. In that capacity, he served as the U.S. Department of Defense expert on security assistance funding and U.S. foreign military sales. From 2014 to 2017, he was Chief of the Office of Military Cooperation at the U.S. Embassy in Cairo, Egypt. Prior to this, Lt. Gen. Hooper served in roles of increasing responsibility within the U.S. Army, including command and staff assignments in the 25th Infantry and 82nd Airborne Divisions, U.S. Defense Attaché to the People’s Republic of China, and chief strategist and planner for the U.S. Africa Command. He currently serves as a senior counselor at The Cohen Group, a Washington, D.C. consulting firm. In addition, he is a member of the Council on Foreign Relations and a nonresident scholar at both the Atlantic Council and the Harvard University Belfer Center. Lt. Gen. Hooper serves on the boards of directors of the private companies UL Inc., Two Six Technologies, and Loc Performance. He is also a member of the board of directors for the National Bureau of Asian Research (NBR).
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.
| APA CORPORATION | ||||||
| Date: February 4, 2022 | By: | /s/ Rajesh Sharma | ||||
| Rajesh Sharma | ||||||
| Corporate Secretary | ||||||