ConocoPhillips (COP) Proxy Filing summary

Executive summary

• Completed acquisition of Marathon Oil, targeting over $1B in run-rate synergies by year-end 2025 and further strengthening the asset portfolio.

• Achieved 2024 earnings of $9.2B, returned $9.1B to shareholders, and increased the ordinary dividend by 34%.

• Delivered 1,987 MBOED in 2024, advanced LNG strategy, and reached first production at key global projects.

• Met annual GHG emissions intensity target, received OGMP 2.0 Gold Standard Reporting, and continued focus on ESG performance.

Voting matters and shareholder proposals

• Election of 12 directors for one-year terms.

• Ratification of Ernst & Young LLP as independent auditor.

• Advisory approval of executive compensation (Say-on-Pay).

• Proposal to eliminate supermajority voting provisions in the certificate of incorporation.

• Stockholder proposal to remove emissions reduction targets, which the Board recommends voting against.

Board of directors and corporate governance

• Board comprises 12 members, with 10 independent directors and a focus on diversity and refreshment.

• Added a new female director in 2024; 42% of nominees are women or racially/ethnically diverse.

• Annual board and committee evaluations, robust onboarding, and director education programs.

• Lead Director has defined responsibilities for independent oversight.

• Board recommends eliminating supermajority voting to adopt simple majority standards.