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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 Earliest Event Reported: May 20, 2008
Commission File No. 1-8968
ANADARKO PETROLEUM CORPORATION
1201 Lake Robbins Drive, The Woodlands, Texas 77380-1046
(832) 636-1000
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Incorporated in the
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Employer Identification |
State of Delaware
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No. 76-0146568 |
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
(e) On February 12, 2008, the Board of Directors of Anadarko Petroleum Corporation (the Company)
adopted the Anadarko Petroleum Corporation 2008 Omnibus Incentive Compensation Plan (the Omnibus
Plan), subject to the approval of the Companys stockholders. On May 20, 2008, at the Companys
annual meeting of stockholders, the Companys stockholders approved the Omnibus Plan.
In connection with the approval of the Omnibus Plan, the Board of Directors of the Company
(the Board) has determined that no future grants of awards will be made under the 1999 Stock
Incentive Plan (the 1999 Plan) and the Annual Incentive Plan. The equity awards previously
granted under the 1999 Plan will remain outstanding in accordance with their terms. A maximum of
33,000,000 shares of the Companys common stock are available under the Omnibus Plan, which
includes 4,041,611 shares of common stock rolled over from the 1999 Plan.
The following is a summary of the principal provisions of the Omnibus Plan. The following
summary does not purport to be a complete description of the provisions of the Omnibus Plan and is
qualified in its entirety by reference to the text of the Omnibus Plan. The Omnibus Plan is
attached hereto as Exhibit 10.1 and is incorporated herein by reference. All capitalized terms
that are not defined in this Item 5.02 are defined in the Omnibus Plan.
General Terms
Any
employee of the Company or any Affiliate of the Company is eligible to receive awards under
the Omnibus Plan. The Omnibus Plan, which has a term of 10 years from the date of stockholder
approval (unless terminated earlier), provides for awards in any combination of stock options,
stock appreciation rights, restricted stock and/or restricted stock units; performance shares
and/or performance units; incentive awards; cash awards and other stock-based awards. The Omnibus
Plan imposes annual per-participant award limits based on the type of award and the type of
employee. Also, the Omnibus Plan does not allow downward pricing of stock options (without
stockholder approval), reloads or the granting of discounted options.
With respect to covered employees and Section 16 Insiders, the Omnibus Plan will be
administered by the Compensation Committee. The Management Committee will administer the Omnibus
Plan with respect to all other employees.
Grants awarded under the Omnibus Plan may not be transferred, assigned, pledged or
hypothecated in any manner other than by will or by the applicable laws of descent and distribution
unless the participant has received the Companys prior written consent.
The Plan Administrator may not amend the Omnibus Plan without stockholder approval to the
extent such approval is required by applicable law or the rules of the New York Stock Exchange.
Award Terms
All awards to employees under the Omnibus Plan are subject to the terms, conditions and
limitations as determined by the Plan Administrator. Awards may be made in combination with, in
replacement of, or as alternatives to, grants under the Omnibus Plan or other plans of the Company
or its subsidiaries, including plans of any acquired entity.
Under the Omnibus Plan, employees may be granted either incentive stock options that comply
with the requirements of Section 422 of the Internal Revenue Code or nonqualified stock options
that do not comply with those requirements. Stock options must have an exercise price per share
that is not less than the fair market value of the Companys common stock on the date of grant,
except in the case of stock options granted in assumption of, or in substitution for, outstanding
awards previously granted by an acquired company or a company with which the Company combines.
Subject to certain adjustment provisions that only apply to specified corporate events or the
approval of the Companys stockholders, the exercise price of all stock options granted under the
Omnibus Plan may not be decreased. Stock options have a maximum term of ten years from the date of
grant. Employees may pay the exercise price with cash or its equivalent, with previously acquired
shares of the Companys common stock, or by any other means approved by the Plan Administrator,
including by means of a broker-assisted exercise.
Stock appreciation rights may be granted under the Omnibus Plan in tandem with a stock option,
in whole or in part, or may be granted separately. The exercise price of a stock appreciation right
may not be less than the fair market value of the Companys common stock on the date of grant,
except in the case of stock appreciation rights granted in assumption of, or in substitution for,
outstanding awards previously granted by an acquired company or a company with which the Company
combines. Subject to certain adjustment provisions that only apply to specified corporate events or
the approval of the Companys stockholders, the exercise price of all stock appreciation
rights made under the Omnibus Plan may not be decreased. Stock appreciation rights have a
maximum term of ten years from the date of grant.
A restricted stock award consists of shares of stock that are transferred to the participant
subject to restrictions that may result in forfeiture if specified conditions are not satisfied.
Rights to dividends may be extended to and made part of a restricted stock award, at the discretion
of the Plan Administrator. A holder of restricted stock is treated as a current stockholder and is
entitled to voting rights. A restricted stock unit award results in the transfer of shares of stock
to the participant only after specified conditions are satisfied. Rights to dividend equivalents,
payable in cash or shares, may be extended to and made part of any restricted stock unit award, at
the discretion of the Plan Administrator. A holder of a restricted stock unit award is treated as a
stockholder with respect to the award only when the shares of common stock are delivered in the
future. Except as permitted by the Plan Administrator and specified in the award agreement,
restricted stock and restricted stock unit awards settled in stock that are not performance-based
will vest over a minimum period of three years, and restricted stock and restricted stock unit
awards settled in stock that are performance-based will vest over a minimum period of one year.
A performance award (whether granted as a performance share or a performance unit) consists of
a grant made subject to the attainment of one or more performance goals for a specified performance
period (as determined by the Plan Administrator) and may be intended to meet the requirements of
qualified performance-based compensation under Section 162(m) of the Internal Revenue Code.
Performance awards will only be earned by participants if the performance goals are met for the
performance period. At the discretion of the Plan Administrator and as prescribed in the award
agreement, payment may be made in the form of cash, shares or a combination of cash and shares.
Incentive awards consist of grants denominated in cash and may be intended to meet the
requirements of qualified performance-based compensation under Section 162(m) of the Internal
Revenue Code. The Plan Administrator will determine the performance goals applicable to the payout
for incentive awards to Covered Employees for each performance period. The Compensation Committee
cannot adjust an incentive award upward for a Covered Employee, but retains the discretion to
adjust the incentive award downward. At the discretion of the Plan Administrator, payment of
incentive awards may be made in cash and/or other equity-based awards as provided under the Omnibus
Plan and will be paid no later than March 15 following the end of the calendar year for which the
incentive awards are applicable.
For any awards intended to meet the requirements of Section 162(m) of the Internal Revenue
Code, the grant or vesting of such awards may be based upon one or more performance goals that
apply to the specified participant, one or more business units of the company, or the Company as a
whole. Prior to the payment of any award based on the achievement of performance goals intended to
qualify under Section 162(m) of the Internal Revenue Code, the Compensation Committee must certify
in writing that the applicable performance goals and any material terms were, in fact, satisfied.
Cash awards may be made to participants as determined by the Plan Administrator. The Plan
Administrator will determine the terms and conditions of such cash awards, including whether the
payout of such awards is subject to the achievement of performance goals.
Other stock-based awards may be equity-based or equity-related awards other than stock
options, stock appreciation rights, restricted stock, restricted stock units, performance shares or
performance units. The terms and conditions of other stock-based awards will be determined by the
Plan Administrator. Payment under any other stock-based awards may be made in common stock or cash,
as determined by the Plan Administrator.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On May 20, 2008, the Board approved amendments to the Companys By-Laws. Apart from
non-substantive language and conforming changes and other technical and cross-reference edits, the
By-Laws were amended and restated in the manner summarized below. The summary of the amendments
made to the existing By-Laws of the Company is not intended to be complete and is qualified in its
entirety to the By-Laws, amended and restated as of May 20, 2008 and attached as Exhibit 3.1 to
this current report on Form 8-K.
Section 2.3 of Article II has been revised to permit a majority of the Board, the Chairman of
the Board, the Chief Executive Officer or the President to call a special meeting of the
stockholders.
Section 2.9 of Article II has been revised to require that stockholders seeking to nominate
individuals as directors or make other proposals at the annual meeting of stockholders comply with
the same type of disclosure requirements for Company-nominated directors. This revised section
also requires disclosure of all forms of ownership, all relationships, agreements, proxies and
other agreements that would entitle or enable such stockholder to acquire equity in the Company or
control votes.
Section 2.10 of Article II has been added to require each stockholder to provide the Company
with a written questionnaire concerning the director nominee, which includes certain
representations to the Company.
Section 3.1 of Article III has been modified by the deletion of historical information
regarding various classes of the Board. This section was also revised to permit directors to
resign at any time by submitting a written or electronic transmission to the Board, the Chairman of
the Board, the Chief Executive Officer, the President or the Secretary of the Company.
Sections 5.3 through 5.5 of Article V have been added to provide descriptions of the Audit
Committee, the Compensation and Benefits Committee and the Nominating and Corporate Governance
Committee which are consistent with such descriptions contained in the relevant charters of such
committees.
Sections 7.2(D) and 7.2(E) of Article VII have been added to permit the Chief Executive
Officer to appoint and remove officers below the Senior Vice President level and to establish
compensation for such officers unless they are officers as defined under Section 16 of the
Securities Exchange Act of 1934 (Section 16). Section 16 officers and Senior Vice Presidents and
above will continue to be elected by the entire Board with their compensation established by the
Compensation and Benefits Committee. This section was also revised to describe the resignation and
removal procedures for the officers and to include descriptions of each of the executive officer
positions.
Section 9.1 of Article IX has been revised to permit the Board to indemnify employees or
agents of the Company.
On February 12, 2008, the Board adopted the 2008 Director Compensation Plan (the Director
Plan), subject to the approval of the Companys stockholders. On May 20, 2008, at the
Companys annual meeting of stockholders, the Companys stockholders approved the Director
Plan.
In connection with the approval of the Director Plan, the Board has determined that no future
grants of awards will be made under the 1998 Director Stock Plan (the 1998 Plan). The equity
awards previously granted under the 1998 Plan will remain outstanding in accordance with their
terms. A maximum of 1,500,000 common shares of the Company are available under the Director Plan.
The following is a summary of the principal provisions of the Director Plan. The following
summary does not purport to be a complete description of the provisions of the Director Plan and is
qualified in its entirety by reference to the text of the Director Plan. The Director Plan is
attached hereto as Exhibit 10.2 and is incorporated herein by reference. All capitalized terms
that are not defined in this Item 8.01 are defined in the Director Plan.
General Terms
Any non-employee director is eligible to receive awards under the Director Plan. The Director
Plan, which has a term of 10 years from the date of stockholder approval (unless terminated
earlier), provides for awards in any combination of nonqualified stock options, stock appreciation
rights, restricted stock and/or restricted stock units and other stock-based awards. The Director
Plan does not allow downward pricing of stock options (without stockholder approval), reloads or
the granting of discounted options.
The Compensation Committee has the right to amend, suspend or terminate the Director Plan at
any time, provided, however, that no amendment, suspension or termination shall impair the right of
a participant to receive any benefits accrued under the Director Plan prior to the effective date
of such amendment, suspension or termination. Moreover, the Compensation Committee may not amend
the Director Plan without stockholder approval to the extent such approval is required by
applicable law or the rules of the New York Stock Exchange.
Award Terms
All awards to non-employee directors under the Director Plan are subject to the terms,
conditions and limitations as determined by the Plan Administrator.
Under the Director Plan, non-employee directors may be granted nonqualified stock options.
Stock options must have an exercise price per share that is not less than the fair market value of
our common stock on the date of grant, except in the case of stock options granted in assumption
of, or in substitution for, outstanding awards previously granted by an acquired company or a
company with which Anadarko combines. Subject to certain adjustment provisions that only apply to
specified corporate events or the approval of our stockholders, the exercise price of all stock
options granted under the Director Plan may not be decreased. Stock options have a maximum term of
ten years from the date of grant. Non-employee directors may pay the exercise price with cash or
its
equivalent, with previously acquired shares of our common stock, or by any other means
approved by the Plan Administrator, including by means of a broker-assisted exercise.
Stock appreciation rights may be granted under the Director Plan in tandem with a stock
option, in whole or in part, or may be granted separately. The exercise price of a stock
appreciation right may not be less than the fair market value of our common stock on the date of
grant, except in the case of stock appreciation rights granted in assumption of, or in substitution
for, outstanding awards previously granted by an acquired company or
a company with which the Company
combines. Subject to certain adjustment provisions that only apply to specified corporate events or
the approval of our stockholders, the exercise price of all stock appreciation rights made under
the Director Plan may not be decreased. Stock appreciation rights have a maximum term of ten years
from the date of grant.
A restricted stock award consists of shares of stock that are transferred to the participant
subject to restrictions that may result in forfeiture if specified conditions are not satisfied.
Rights to dividends may be extended to and made part of a restricted stock award, at the discretion
of the Plan Administrator. A holder of restricted stock is treated as a current stockholder and is
entitled to voting rights. A restricted stock unit award results in the transfer of shares of stock
to the participant only after specified conditions are satisfied. Rights to dividend equivalents,
payable in cash or shares, may be extended to and made part of any restricted stock unit award, at
the discretion of the Plan Administrator. A holder of a restricted stock unit award is treated as a
stockholder with respect to the award only when the shares of common stock are delivered in the
future. Except as permitted by the Plan Administrator and specified in the award agreement,
restricted stock and restricted stock unit awards will be subject to a time vesting period of no
less than one year from the date of grant.
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Item 9.01 |
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Financial Statements and Exhibits |
(d) Exhibits
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Exhibit No. |
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Description |
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3.1 |
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By-Laws of Anadarko Petroleum Corporation, amended and restated as of
May 20, 2008. |
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10.1 |
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Anadarko Petroleum Corporation 2008 Omnibus Incentive Compensation Plan. |
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10.2 |
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Anadarko Petroleum Corporation 2008 Director Compensation Plan. |
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10.3 |
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Form of Award Letter for Anadarko Petroleum Corporation 2008 Director
Compensation Plan. |
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 thereunto duly authorized officer.
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ANADARKO PETROLEUM CORPORATION
(Registrant)
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May 27, 2008 |
By: |
/s/ Robert K. Reeves
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Robert K. Reeves |
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Senior Vice President, General Counsel and Chief
Administrative Officer |
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EXHIBIT INDEX
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Exhibit No. |
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Description |
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3.1 |
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By-Laws of Anadarko Petroleum Corporation, amended and restated as of
May 20, 2008. |
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10.1 |
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Anadarko Petroleum Corporation 2008 Omnibus Incentive Compensation Plan. |
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10.2 |
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Anadarko Petroleum Corporation 2008 Director Compensation Plan. |
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10.3 |
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Form of Award Letter for Anadarko Petroleum Corporation 2008 Director
Compensation Plan. |