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 13, 2022

 

APA CORPORATION

(Exact name of registrant as specified in its charter)

 

 

Delaware		001-40144		86-1430562
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

2000 Post Oak Boulevard, Suite 100

Houston, Texas 77056-4400

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (713) 296-6000

 

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, $0.625 par value		APA		Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 5.02.

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

On May 13, 2022, the Board of Directors (the “Board”) of APA Corporation (“APA”) appointed David L. Stover to the Management Development and Compensation (“MD&C”) Committee of the Board and appointed Juliet S. Ellis as the chair of the MD&C Committee.

As a result, the current membership of the Board and each committee of the Board is as follows:

 

Name		Board		Audit		Corporate Responsibility, Governance, and Nominating		Management Development and Compensation
Annell R. Bay		●				Chair		●
John J. Christmann IV, CEO & President		●
Juliet S. Ellis		●				●		Chair
Charles W. Hooper		●				●		●
Chansoo Joung		●		Chair		●
John E. Lowe, Non-Executive Chair		Chair
H. Lamar McKay		●				●		●
Amy H. Nelson		●		●		●
Daniel W. Rabun		●		●		●
Peter A. Ragauss		●		●
David L. Stover		●						●

 

Item 5.07.

Submission of Matters to a Vote of Security Holders.

At the annual meeting of shareholders of APA held on May 13, 2022, there were 342,181,612 shares of APA common stock, par value $0.625 per share, eligible to vote, of which 289,390,296 shares, or 84.57 percent, were voted.

The matters voted upon, the number of votes cast for or against, as well as the number of abstentions and broker non-votes as to such matters, were as stated below:

 

•

Election of Directors. The following nominees for directors were elected to serve one-year terms expiring at the 2023 annual meeting of shareholders, by the majority of shares voted, excluding abstentions:

 

Nominee		For				Against				Abstentions				Broker Non-Votes
Annell R. Bay			220,778,763				35,467,016				381,551				32,762,966
John J. Christmann IV			254,697,332				1,546,914				383,084				32,762,966
Juliet S. Ellis			248,640,214				7,596,202				390,915				32,762,966
Charles W. Hooper			252,778,029				3,445,256				404,045				32,762,966
Chansoo Joung			248,692,621				7,520,531				414,178				32,762,966
John E. Lowe			249,009,286				6,838,840				779,204				32,762,966
H. Lamar McKay			248,255,281				7,974,595				397,454				32,762,966
Amy H. Nelson			250,920,303				5,337,394				369,634				32,762,966
Daniel W. Rabun			250,428,814				5,806,427				392,089				32,762,966
Peter A. Ragauss			254,823,824				1,410,836				392,670				32,762,966
David L. Stover			255,211,551				1,016,151				399,628				32,762,966

 

•

Ratification of Appointment of Independent Auditor. The appointment of Ernst & Young LLP as APA’s independent auditor for fiscal year 2022 was ratified by the majority of shares voted, including abstentions:

 

For		Against		Abstentions		Broker Non-Votes
285,025,026		3,864,728		500,543		0

•

Non-Binding Advisory Vote on Executive Compensation. In a non-binding advisory vote to approve the compensation of APA’s named executive officers as disclosed in APA’s 2022 proxy statement (commonly known as “say on pay”), the compensation of APA’s named executive officers was approved by the majority of shares voted, including abstentions:

 

For		Against		Abstentions		Broker Non-Votes
178,067,136		77,876,896		683,297		32,762,966

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: May 18, 2022				By:		/s/ Rajesh Sharma
						Rajesh Sharma
						Corporate Secretary