24 unchanged sentences
Any amendments to, or waivers from, the Code of Ethics that apply to our executive officers and directors will be posted on the “Corporate Governance” section of our internet website.
+Added: Insider Trading Policies and Procedures
+Added: We have adopted insider trading policies and procedures governing the purchase, sale and/or other dispositions of our securities by directors, officers and other personnel employed by us or any of our subsidiaries.
+Added: All personnel are responsible for ensuring their “Related Parties” (as defined in the policies) comply as well.
+Added: We have an additional insider trading policy that applies only to our directors, Section 16 officers and other designated officers and employees.
+Added: We believe our insider trading policies are reasonably designed to promote compliance with insider trading laws, rules and regulations, the listing standards of the NYSE and Section 16 reporting requirements, as applicable.
All other information required by Item 10 of Part III will be included in our Proxy Statement relating to our 2025 Annual Meeting of Stockholders, to be filed pursuant to Regulation 14A on or before April 30, 2025, and is incorporated herein by reference.*
30 unchanged sentences
2.1 8-K 001-32395
+Added: 2.5 Agreement and Plan of Merger, dated as of May 28, 2024, by and among ConocoPhillips, Puma Merger Sub Corp, and Marathon Oil Corporation .
+Added: 2.1 8-K 001-32395
3.1 Amended and Restated Certificate of Incorporation.
2 unchanged sentences
3.2 8-K 000-49987
−Removed: 3.3 Amended and Restated By-Laws of ConocoPhillips, as amended and restated as of October 9, 2015.
−Removed: 3.1 8-K 001-32395
3.3 Restated Certificate of Incorporation of ConocoPhillips Company, dated February 6, 2019.
47 unchanged sentences
10.26.6 10-K 001-32395
−Removed: 10.12.3 Form of Stock Option Award Agreement under the Stock Option and Stock Appreciation Rights Program under the 2011 Omnibus Stock and Performance Incentive Plan of ConocoPhillips, dated February 5, 2013.
−Removed: 10.26.9 10-K 001-32395
10.12.3 Form of Key Employee Award Agreement, as part of the ConocoPhillips Stock Option Program granted under the 2011 Omnibus Stock and Performance Incentive Plan of ConocoPhillips, dated February 18, 2014.
17 unchanged sentences
10.1 8-K 001-32395
+Added: 10.14.2 Form of Performance Share Unit Award Terms and Conditions for Performance Period 24, as part of the ConocoPhillips Performance Share Program granted under the 2023 Omnibus Stock and Performance Incentive Plan of ConocoPhillips, dated February 13, 2024.
+Added: 10.1 10-Q 001-32395
+Added: 10.14.3 Form of Executive Restricted Stock Unit Award Terms and Conditions, as part of the ConocoPhillips Executive Restricted Stock Unit Program, granted under the 2023 Omnibus Stock and Performance Incentive Plan of ConocoPhillips, dated February 13, 2024.
+Added: 10.2 10-Q 001-32395
+Added: 10.14.4 Form of 2024 Retention Award Terms and Conditions, granted under the 2023 Omnibus Stock and Performance Incentive Plan of ConocoPhillips.
+Added: 10.3 10-Q 001-32395
+Added: 10.14.5 Form of 2024 Inducement Award Terms and Conditions, granted under the 2023 Omnibus Stock and Performance Incentive Plan of ConocoPhillips.
+Added: 10.4 10-Q 001-32395
+Added: 10.14.6* Form of Performance Share Unit Award Terms and Conditions for Performance Period 25, as part of the ConocoPhillips Performance Share Program granted under the 2023 Omnibus Stock and Performance Incentive Plan of ConocoPhillips, dated February 11, 2025.
+Added: 10.14.7* Form of Executive Restricted Stock Unit Award Terms and Conditions, as part of the ConocoPhillips Executive Restricted Stock Unit Program, granted under the 2023 Omnibus Stock and Performance Incentive Plan of ConocoPhillips, dated February 11, 2025.
10.15 Amended and Restated ConocoPhillips Key Employee Supplemental Retirement Plan, dated January 1, 2020.
3 unchanged sentences
10.16.2 Amended and Restated Defined Contribution Make-Up Plan of ConocoPhillips—Title II, dated January 1, 2024.
+Added: 10.16.2 10-K 001-32395
10.17 Amended and Restated Company Retirement Contribution Make-Up Plan of ConocoPhillips, dated January 1, 2024.
+Added: 10.17 10-K 001-32395
10.18.1 Amended and Restated Key Employee Deferred Compensation Plan of ConocoPhillips—Title I, dated January 1, 2020.
1 unchanged sentence
10.18.2 Amended and Restated Key Employee Deferred Compensation Plan of ConocoPhillips—Title II, dated January 1, 2024.
−Removed: 10.19.1 Amendment and Restatement of ConocoPhillips Key Employee Change in Control Severance Plan, effective January 1, 2014.
10.18.2 10-K 001-32395
3 unchanged sentences
10.3 10-Q 001-32395
+Added: 10.20.2* Form of Non-Employee Director Restricted Stock Units Terms and Conditions, granted under the 2023 Omnibus Stock and Performance Incentive Plan of ConocoPhillips and subject to the Deferred Compensation Plan for Non-Employee Directors of ConocoPhillips, dated January 15, 2025.
+Added: ConocoPhillips 2024 10-K
10.21 Deferred Compensation Plan for Non-Employee Directors of ConocoPhillips.
19 unchanged sentences
10.29 Form of Aircraft Time Sharing Agreement by and between certain executives and ConocoPhillips dated November 14, 2023.
−Removed: ConocoPhillips 2023 10-K
+Added: 10.29 10-K 001-32395
+Added: 19* Insider Trading Policies of ConocoPhillips
21* List of Subsidiaries of ConocoPhillips.
6 unchanged sentences
Section 1350.
−Removed: 97.1 ConocoPhillips Clawback Policy dated October 3, 2012.
97 ConocoPhillips Clawback Policy effective October 2, 2023.
+Added: 97.2 10-K 001-32395
99* Report of DeGolyer and MacNaughton.
34 unchanged sentences
Arriola Director
+Added: Connors Director
/s/ Gay Huey Evans Director
8 unchanged sentences
Sharmila Mulligan
−Removed: Mullins Director
Murti Director
5 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.