APA Corp
For the period ended May 22, 2025. Filed Apr 10, 2025.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 22, 2025 · Filed Apr 10, 2025
Use the contents to explore the available documents and sections.
Contents
Cover page
Show cover page
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No.)
Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Under §240.14a-12 |
APA CORPORATION
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required |
|---|---|
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
CONTENTS
| MESSAGE FROM OUR BOARD CHAIR | ii |
|---|---|
| NOTICE OF ANNUAL MEETING | iii |
| ABOUT APA CORPORATION | 1 |
| PURPOSE OF THE ANNUAL MEETING | 1 |
| CORPORATE GOVERNANCE | 2 |
| Board Committees, Meetings, and Responsibilities | 2 |
| Board Risk Oversight | 4 |
| Board Leadership Structure | 7 |
| Board Nomination Process and Refreshment | 7 |
| Director Independence | 9 |
| Non-Discrimination | 9 |
| Pledging and Hedging Policies | 10 |
| Insider Trading Policy | 10 |
| Management Succession Planning and Leadership Development | 10 |
| Shareholder Engagement Program and Feedback | 11 |
| Sustainable Operations | 11 |
| Communicating with Our Board | 11 |
| PROPOSALS 1–11: ELECTION OF DIRECTORS | 12 |
| Summary Information about Our Nominees | 12 |
| Nominees for Election as Directors | 13 |
| INFORMATION ABOUT OUR EXECUTIVE OFFICERS | 19 |
| EXECUTIVE AND DIRECTOR COMPENSATION | 20 |
| Compensation Discussion and Analysis (CD&A) | 20 |
| Executive Compensation | 39 |
| Director Compensation | 53 |
| PROPOSAL 12: RATIFICATION OF AUDITOR APPOINTMENT | 57 |
| Fees Paid to the Independent Auditor | 57 |
| Pre-Approval of Independent Auditor Services and Fees | 58 |
| Report of the Audit Committee | 59 |
| PROPOSAL 13: ADVISORY VOTE ON NEO COMPENSATION | 60 |
| General Information | 60 |
| Say-on-Pay | 60 |
| Effect of Your Vote | 60 |
| OTHER INFORMATION | 61 |
| Securities Ownership and Principal Holders | 61 |
| Equity Compensation Plan Information | 62 |
| How to Register for and Access the Virtual Meeting | 63 |
| Voting | 63 |
| Additional Information | 65 |
| INDEX OF FREQUENTLY REQUESTED INFORMATION: | |
|---|---|
| 2022-2024 Performance Award Results | 36 |
| 2024 Annual Incentive Scorecard | 29 |
| 2024-2026 Performance Award Structure | 34 |
| Board and Committee Evaluations | 4 |
| Board Risk Oversight | 4 |
| CEO Pay Ratio | 48 |
| Clawback Policy | 37 |
| Climate Change Risk Oversight | 6 |
| Compensation Discussion and Analysis | 20 |
| Director Compensation Table | 55 |
| Insider Trading Policy | 10 |
| Pay versus Performance Table | 50 |
| Peer Group for Compensation | 28 |
| Peer Group for TSR Performance | 35 |
| Pledging and Hedging Policies | 10 |
| Stock Ownership Requirements for Directors | 54 |
| Stock Ownership Requirements for Officers | 37 |
| Summary Compensation Table | 39 |
| 2025 Proxy Statement | i |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.