CONOCOPHILLIPS

Regulatory Filings • Feb 15, 2024

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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): February 15, 2024 ( February 9, 2024 )

ConocoPhillips

(Exact name of registrant as specified in its charter)

Delaware	001-32395	01-0562944
(State or other
jurisdiction of incorporation)	(Commission File
Number)	(I.R.S. Employer Identification No.)

925 N. Eldridge Parkway Houston , Texas 77079

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: ( 281 ) 293-1000

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, $.01 Par Value | COP | New York Stock Exchange |
| 7% Debentures due 2029 | CUSIP
– 718507BK1 | New York Stock Exchange |

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. ¨

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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 9, 2024, Dominic E. Macklon, executive vice president, strategy, sustainability and technology announced his decision to retire effective May 1, 2024, due to family medical reasons. The press release issued by the Company on February 15, 2024 announcing Mr. Macklon’s retirement is filed as Exhibit 99.1 hereto and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit		Description
99.1	—	Press release issued by ConocoPhillips on February 15, 2024.
104	—	Cover Page Interactive Data File (formatted as Inline XBRL and filed herewith).

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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.

CONOCOPHILLIPS
/s/
Kelly B. Rose
Kelly B. Rose
Senior Vice President, Legal,
General Counsel and Corporate Secretary

February 15, 2024

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