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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): May 22, 2025
APA CORPORATION
(Exact name of registrant as specified in its charter)
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| Delaware | | 001-40144 | | 86-1430562 |
| (State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
2000 W Sam Houston Pkwy S, Suite 200
Houston, Texas 77042-3643
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (713) 296-6000
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:
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Title of each class | Trading | Name of each exchange | |
Symbol(s) | on which registered | |
| Common Stock, $0.625 par value | | APA | | Nasdaq Global Select Market | |
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 5.07. | Submission of Matters to a Vote of Security Holders |
At the annual meeting of shareholders of APA Corporation (the “Company”) held on May 22, 2025, there were 361,441,463 shares of the Company’s common stock, par value $0.625 per share, eligible to vote, of which 315,519,427 shares, or approximately 87%, were voted. The matters voted upon, the number of votes cast for or against, and the number of abstentions and broker non-votes, each rounded to the nearest whole share, were as stated below.
Proposals 1–11 — Election of Directors. The following nominees for directors were elected to serve one-year terms expiring at the 2026 annual meeting of shareholders by the majority of shares voted, excluding abstentions and broker non-votes.
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| Nominee | For | Against | Abstentions | Broker Non-Votes |
| Annell R. Bay | 264,226,754 | 18,006,852 | 606,970 | 32,678,851 |
| Matthew R. Bob | 275,442,991 | 6,798,370 | 599,216 | 32,678,851 |
| John J. Christmann IV | 273,601,207 | 8,647,671 | 591,698 | 32,678,851 |
| Juliet S. Ellis | 264,179,362 | 17,833,294 | 827,920 | 32,678,851 |
| Kenneth M. Fisher | 280,162,637 | 2,079,393 | 598,547 | 32,678,851 |
| Charles W. Hooper | 278,162,166 | 3,947,926 | 730,485 | 32,678,851 |
| Chansoo Joung | 267,511,827 | 14,721,684 | 607,065 | 32,678,851 |
| H. Lamar McKay | 272,380,786 | 9,688,523 | 771,268 | 32,678,851 |
| Peter A. Ragauss | 273,388,480 | 8,839,070 | 613,027 | 32,678,851 |
| David L. Stover | 278,424,724 | 3,813,863 | 601,988 | 32,678,851 |
| Anya Weaving | 274,885,711 | 7,120,778 | 834,086 | 32,678,851 |
Proposal 12 — Ratification of Appointment of Independent Auditor. The appointment of Ernst & Young LLP as the Company’s independent auditor for fiscal year 2025 was ratified by the majority of shares voted, excluding abstentions and broker non-votes.
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| For | Against | Abstentions | Broker Non-Votes |
| 308,483,531 | 6,368,358 | 667,537 | — |
Proposal 13 — Non-Binding Advisory Vote on Executive Compensation. In a non-binding advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the Company’s 2025 proxy statement (commonly known as “say on pay”), the compensation of the Company’s named executive officers was approved by the majority of shares voted, excluding abstentions and broker non-votes.
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| For | Against | Abstentions | Broker Non-Votes |
| 236,063,201 | 45,671,250 | 1,106,125 | 32,678,851 |
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.
APA CORPORATION
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| Dated: | May 28, 2025 | By: | /s/ John D. Montanti |
| | | John D. Montanti |
| | | Corporate Secretary |