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

ConocoPhillips

(Exact name of registrant as specified in its charter)

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

600 North Dairy Ashford
Houston, Texas 77079
(Address of principal executive offices and zip code)

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

n/a
(Former name or former address, if changed since last report)

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:

o     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

     On May 11, 2011, our Board of Directors amended and restated our By-Laws. Article III, Section 1 (a)(i) was modified to remove the prohibition on employees being elected to the Board once they have reached the age of 65. The preceding summary of the amendments to the By-Laws is qualified in its entirety by reference to the full text of the Amended and Restated By-Laws filed as Exhibit 3.1 and incorporated by reference herein. The By-Law amendments are effective as of May 11, 2011. A complete copy of our Amended and Restated By-Laws, as amended, are attached as Exhibit 3.1 and incorporated by reference herein.

Item 5.07 Submission of Matters to a Vote of Security Holders.

ConocoPhillips held its annual stockholders meeting on May 11, 2011. A brief description of each proposal and the voting results are summarized below.

A Company proposal to elect 13 directors:

		Number of Shares
		Voted For				Voted Against				Abstentions				Broker Nonvotes
Richard L. Armitage			1,024,106,526				39,769,416				4,938,357				175,831,858
Richard H. Auchinleck			990,681,149				73,155,649				4,977,501				175,831,858
James E. Copeland, Jr.			1,019,783,918				43,876,178				5,154,203				175,831,858
Kenneth M. Duberstein			1,004,782,489				58,920,705				5,111,105				175,831,858
Ruth R. Harkin			1,025,352,504				38,545,637				4,916,158				175,831,858
Harold W. McGraw III			943,524,579				120,068,233				5,221,487				175,831,858
James J. Mulva			1,008,839,069				55,316,155				4,659,075				175,831,858
Robert A. Niblock			983,259,883				80,382,557				5,171,859				175,831,858
Harald J. Norvik			1,020,833,614				42,756,235				5,224,450				175,831,858
William K. Reilly			1,015,868,956				47,749,326				5,196,017				175,831,858
Victoria J. Tschinkel			1,018,641,184				45,256,270				4,916,845				175,831,858
Kathryn C. Turner			988,887,954				75,012,823				4,913,522				175,831,858
William E. Wade, Jr.			984,648,347				79,184,632				4,981,320				175,831,858

A Company proposal to ratify the appointment of Ernst & Young LLP as ConocoPhillips’ independent registered public accounting firm for 2011:

		Number of Shares
		Voted For				Voted Against				Abstentions				Broker Nonvotes
Ratification of Appointment of Ernst & Young LLP as ConocoPhillips’ Independent Registered Public Accounting Firm			1,127,553,667				113,314,655				3,777,835				—

A Company proposal for stockholders to provide an advisory approval of the compensation of our Named Executive Officers:

		Number of Shares
		Voted For				Voted Against				Abstentions				Broker Nonvotes
Advisory Approval of the Compensation of our Named Executive Officers			624,929,657				435,776,509				8,108,133				175,831,858

A Company proposal for stockholders to indicate a preference on the frequency of the advisory vote to approve the compensation of our Named Executive Officers:

Number of Shares

Broker

1 Year

2 Year

3 Year

Abstentions

Nonvotes

Advisory Indication of Preference of Frequency of Advisory Vote on Approval of Compensation of Named Executive Officers

738,562,543

19,500,356

222,714,507

29,353,124

232,276,903

A Company proposal to approve the 2011 Omnibus Stock and Performance Incentive Plan of ConocoPhillips:

		Number of Shares
		Voted For				Voted Against				Abstentions				Broker Nonvotes
Approval of 2011 Omnibus Stock and Performance Incentive Plan of ConocoPhillips			897,361,864				164,785,465				6,666,970				175,831,858

Stockholder proposals relating to the following matters:

		Number of Shares
		Voted For				Voted Against				Abstentions				Broker Nonvotes
Gender Expression Non-Discrimination			269,289,744				617,569,022				181,955,533				175,831,858
Political Contributions			254,085,400				687,811,775				126,917,124				175,831,858
Report on Grassroots Lobbying Expenditures			246,225,277				686,683,428				135,905,594				175,831,858
Accident Risk Mitigation			70,853,388				841,737,236				156,223,675				175,831,858
Company Environmental Policy (Louisiana Wetlands)			56,096,217				869,652,935				143,065,147				175,831,858
Greenhouse Gas Reduction Targets			239,416,181				654,288,544				175,109,574				175,831,858

		Number of Shares
		Voted For				Voted Against				Abstentions				Broker Nonvotes
Report on Financial Risks of Climate Change			70,778,425				841,961,178				156,074,696				175,831,858
Canadian Oil Sands			256,990,761				666,090,398				145,733,140				175,831,858
Membership in US Chamber of Commerce*			—				1,068,809,194				—				175,831,858

All 13 nominated directors were reelected and the appointment of the independent auditors was ratified. The compensation of the Company’s named executive officers in 2010 was approved and the future interval for future advisory votes on executive compensation with the most support was 1 year. The 2011 Omnibus Stock and Performance Incentive Plan was approved. The nine stockholder proposals presented were not approved.

Item 9.01 Financial Statements and Exhibits.

     (d) Exhibits

Exhibit
Number		Description
3.1		Amended and Restated By-Laws of ConocoPhillips, as amended and restated on May 11, 2011.

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.