ConocoPhillips (COP) Proxy Filing summary

Executive summary

• Annual Meeting of Stockholders scheduled for May 13, 2025, at 9:00 a.m. Central Time, to be held virtually with online voting available until May 12, 2025 for most shareholders.

• Shareholders can access meeting materials and vote electronically, with options for requesting paper or email copies.

• Voting is open to holders as of March 21, 2025, with specific deadlines for plan shares.

Voting matters and shareholder proposals

• Election of 12 directors is on the agenda, with the board recommending a vote for each nominee.

• Proposal to ratify Ernst & Young LLP as the independent registered public accounting firm for 2025.

• Advisory approval of executive compensation (say-on-pay) is included.

• Proposal to adopt an amended and restated certificate of incorporation to eliminate supermajority voting provisions, recommended for approval.

• Shareholder proposal to remove emissions reduction targets, with the board recommending a vote against.

Board of directors and corporate governance

• Board recommends all 12 director nominees for election at the annual meeting.

• Board supports eliminating supermajority voting provisions to enhance shareholder rights.