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
Additional Information
Future Shareholder Proposals and Director Nominations
Shareholders are entitled to submit director nominations or proposals on matters appropriate for shareholder action at next year’s annual meeting consistent with the regulations of the SEC and the Company’s bylaws. Notices for any of the following should be mailed to the attention of the Company’s Corporate Secretary at 2000 W. Sam Houston Pkwy. S., Suite 200, Houston, Texas 77042 and must be received by the deadline specified below.
| Item | Description | Deadline for Receipt | What to Include |
|---|---|---|---|
| Proposals in Next Year’s Proxy Statement | SEC Rule 14a-8 permits a shareholder to submit a proposal (other than director nominations) for inclusion in our proxy statement for next year’s annual meeting, if the shareholder and the proposal comply with SEC Rule 14a-8 | On or before December 11, 2025 | Information required by SEC Rule 14a-8 |
| Director Nominations in Next Year’s Proxy Statement (Proxy Access) | Our bylaws(1) permit a shareholder or a group of shareholders (up to 20) who have owned an aggregate of at least 3% of APA’s outstanding common stock continuously for at least 3 years the ability to submit director nominations (up to 25% of the Board) for inclusion in our proxy statement for next year’s annual meeting, if the shareholder(s) and the nominee(s) comply with Article IV, Section 14 of our bylaws | No earlier than the close of business on November 11, 2025, and no later than the close of business on December 11, 2025 | Information required by Article IV, Section 14 of our bylaws |
| Director Nominations on Next Year’s Proxy Card (Universal Proxy) | SEC Rule 14a-19 permits shareholder(s) who intend to solicit proxies in support of director nominees, other than the Company’s nominees, to include their director nominations on the Company’s proxy card for next year’s annual meeting, if the shareholder(s) comply with SEC Rule 14a-19 | No earlier than the close of business on November 11, 2025, and no later than the close of business on December 11, 2025 | Information required by SEC Rule 14a-19 |
| Other Proposals or Nominees for Presentation at Next Year’s Meeting(2) | Our bylaws also provide that any shareholder proposal, including any director nomination, that is not submitted for inclusion in next year’s proxy statement (as described above), may instead be presented directly at next year’s annual meeting, if the submitting shareholder complies with Article IV, Section 13 (for director nominations) or Article IV, Section 12 (for other proposals) of our bylaws | No earlier than the close of business on December 23, 2025, and no later than the close of business on January 22, 2026 | Information required by Article IV, Section 13 or Article IV, Section 12 of our bylaws, as applicable |
| (1) | Our bylaws are filed as an exhibit to the Company’s most recent Annual Report on Form 10-K, or a printed copy of our bylaws is available free of charge by writing to the Company’s Corporate Secretary at the address above. |
| (2) | If any shareholder proposal, including any director nomination, is properly presented directly at next year’s annual meeting, proxies will be voted on such proposals in accordance with the judgment of the management representatives who shall have been granted the authority to vote such proxies; provided, however, that with respect to any director nominee included on the Company’s proxy card pursuant to the Universal Proxy rules, proxies will be voted in accordance with the shareholder’s voting instruction, if any. |
Accessing Our Annual Report and Other SEC Filings
The Company’s Annual Report on Form 10-K and our other reports filed with the SEC are available on our website, www.apacorp.com, and on the SEC’s website, www.sec.gov.
| 2025 Proxy Statement | 65 |
Reducing the Environmental Impact of Our Proxy Materials
Electronic Delivery of Our Materials
You can request to receive our proxy materials electronically rather than receiving printed copies. Electronic delivery of these materials helps reduce the environmental impact associated with printing and mailing them. You can sign up for electronic delivery by indicating that you agree to receive or access proxy materials electronically when casting your vote using the instructions provided on your proxy card. If your shares are held in “street name,” then you may contact your broker, bank, or other nominee holding your shares for information on how to receive our proxy materials electronically. Doing so will help us make progress on our sustainability initiatives.
Shareholders with the Same Last Name and Address
The SEC rules permit companies and intermediaries (such as brokers) to implement a delivery procedure known as “householding.” Under this procedure, multiple APA shareholders who reside at the same address may receive a single set of proxy materials, unless one or more of the shareholders has provided contrary instructions. This procedure saves natural resources and reduces printing costs and postage fees. We encourage you to utilize this householding delivery procedure if you choose to receive printed materials.
If, however, you would like to opt out of householding for future mailings (or opt in to householding, if you previously opted out), you may notify the applicable contacts below.
| If Your Shares Are Held in “Street Name” | If You Are a Shareholder of Record (Not in a Brokerage) | ||
|---|---|---|---|
| Broadridge Householding Department 51 Mercedes Way Edgewood, NY 11717 1-800-542-1061 | or | contact your broker, bank, or other nominee | EQ Shareowner Services Attn: Householding/APA Corporation P.O. Box 64874 St. Paul, MN 55164-0874 |
If you received only a single set of proxy materials because of the householding delivery procedure and would like a separate copy of the materials, you may contact the Company’s Corporate Secretary by phone at 713-296-6000 or by mail at 2000 W. Sam Houston Pkwy. S., Suite 200, Houston, Texas 77042, and the Company will undertake to deliver promptly such separate copy.
Solicitation of Proxies
Solicitation of proxies for use at the annual meeting may be made in person or by mail, telephone, or other electronic means by directors, officers, and regular employees of the Company. These persons will receive no special compensation for any solicitation activities. The Company has requested banking institutions, brokerage firms, custodians, trustees, nominees, and fiduciaries to forward solicitation materials to the beneficial owners of shares of the Company’s common stock for whom they are record holder, and the Company will, upon request, reimburse reasonable forwarding expenses. The Company has retained Innisfree M&A Incorporated to assist in soliciting proxies from brokers, bank nominees, and other institutional holders for a fee not to exceed $25,000 plus expenses. All costs of the solicitation will be borne by the Company, and the Company will indemnify the proxy solicitor and its affiliates against certain third-party claims, losses, liabilities, and expenses arising out of or relating to the services provided.
Forward-Looking Statements and Other Disclosures
This proxy statement contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Forward-looking statements can be identified by words such as “anticipates,” “intends,” “plans,” “seeks,” “believes,” “continues,” “could,” “estimates,” “expects,” “goals,” “guidance,” “may,” “might,” “outlook,” “possibly,” “potential,” “projects,” “prospects,” “should,” “will,” “would,” and similar references to future periods, but the absence of these words does not mean that a statement is not forward-looking. These statements include, but are not limited to, statements about plans, expectations, goals, commitments, strategies, and objectives. While forward-looking statements are based on assumptions and analyses made by us that we believe to be reasonable under the circumstances, whether actual results and developments will meet our expectations and predictions depend on several risks and uncertainties that could cause our actual results, performance, and financial condition to differ materially from our expectations. See “Risk Factors” in our Form 10-K for the year ended December 31, 2024, and in our quarterly reports on Form 10-Q filed with the Securities and Exchange Commission for a discussion of risk factors that affect our business. Any forward-looking statement made in this proxy statement speaks only as of the date of this proxy statement. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not
| 66 | APA Corporation |
possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statement, whether because of new information, future developments, or otherwise, except as may be required by law.
By order of the Board of Directors
APA Corporation
Rajesh Sharma Corporate Secretary and Assistant General Counsel – Governance
| 2025 Proxy Statement | 67 |
| Address Change? Mark box, sign, and indicate changes below: ☐ | TO VOTE BY INTERNET OR TELEPHONE, SEE REVERSE SIDE OF THIS PROXY CARD. |
[QR Code]
TO VOTE BY MAIL AS THE BOARD OF DIRECTORS RECOMMENDS ON ALL PROPOSALS
BELOW, SIMPLY SIGN, DATE, AND RETURN THIS PROXY CARD.
The Board of Directors Recommends a Vote “FOR” Proposals 1 through 13.
Election of Directors:
| FOR · AGAINST · ABSTAIN · FOR · AGAINST · ABSTAIN | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| 1. | Annell R. Bay | ☐ | ☐ | ☐ | 7. | Chansoo Joung | ☐ | ☐ | ☐ |
| 2. | Matthew R. Bob | ☐ | ☐ | ☐ | 8. | H. Lamar McKay | ☐ | ☐ | ☐ |
| Please fold here – Do not separate | |||||||||
| 3. | John J. Christmann IV | ☐ | ☐ | ☐ | 9. | Peter A. Ragauss | ☐ | ☐ | ☐ |
| 4. | Juliet S. Ellis | ☐ | ☐ | ☐ | 10. | David L. Stover | ☐ | ☐ | ☐ |
| 5. | Kenneth M. Fisher | ☐ | ☐ | ☐ | 11. | Anya Weaving | ☐ | ☐ | ☐ |
| 6. | Charles W. Hooper | ☐ | ☐ | ☐ | |||||
| 12. | Ratification of Ernst & Young LLP as APA’s Independent Auditors | ☐ | For | ☐ | Against | ☐ | Abstain |
| 13. | Advisory Vote to Approve Compensation of APA’s Named Executive Officers | ☐ | For | ☐ | Against | ☐ | Abstain |
| 14. | The Proxies are authorized to vote in their best judgment upon such other business as may properly come before the meeting or any adjournment thereof. |
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, WILL BE VOTEDFOR PROPOSALS 1 THROUGH 13.
Date
Signature(s) in Box
Please sign exactly as your name(s) appears on Proxy. If held in joint tenancy, all persons should sign. Trustees, administrators, etc., should include title and authority. Corporations should provide full name of corporation and title of authorized officer signing the Proxy.
APA CORPORATION
VIRTUAL ANNUAL MEETING OF SHAREHOLDERS
Thursday, May 22, 2025
10:00 a.m. Central Time
To register for the virtual meeting, please follow the instructions below:
| • | Visit www.proxydocs.com/APA on your smartphone, tablet or computer. |
|---|
| • | As a shareholder, you will then be required to enter your control number which is located in the upper right hand corner on the reverse side of this proxy card. |
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| • | After registering, you will receive a confirmation e-mail and an e-mail approximately 1 hour prior to the start of the meeting to the e-mail address you provided during registration with a unique link to the virtual meeting. |
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Important Notice Regarding Internet Availability of Proxy Materials for this Annual Meeting:
The Notice and Proxy Statement and Annual Report on Form 10-K are available at
www.proxydocs.com/APA
proxy
APA CORPORATION – 2025 PROXY
This proxy is solicited on behalf of the board of directors
for use at the Annual Meeting on May 22, 2025
By signing this proxy, you revoke all prior proxies and appoint John J. Christmann IV, Stephen J. Riney, and Kimberly O. Warnica as Proxies, with full power of substitution, and authorize them to represent the undersigned at the annual meeting of shareholders to be held May 22, 2025, or any adjournment thereof, and to vote all the shares of common stock of APA Corporation held of record by the undersigned on March 24, 2025.
This proxy, when properly executed, will be voted in the manner directed by the undersigned shareholder. IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED “FOR” PROPOSALS 1 THROUGH 13.
For participants in the Apache Corporation 401(k) Savings Plan, if this proxy is properly executed, then the shares credited to your account will be voted in the manner directed by the undersigned. If no direction is given, if the card is not signed, or if the card is not received by May 19, 2025, then the shares credited to your account will be voted in proportion to directions received by Fidelity Management Trust Company, the trustee for the Apache Corporation 401(k) Savings Plan.
Vote by Internet, Telephone or Mail
24 Hours a Day, 7 Days a Week
Your phone or Internet vote authorizes the named proxies to vote your shares
in the same manner as if you marked, signed and returned your proxy card.
| INTERNET/MOBILE | PHONE | |
|---|---|---|
| www.proxypush.com/apa Use the Internet to vote your proxy. Scan code on front for mobile voting. | 1-866-883-3382 Use a touch-tone telephone to vote your proxy. | Mark, sign and date your proxy card and return it in the postage-paid envelope provided in time to be received by May 21, 2025. |
If you vote your proxy by Internet or by Telephone, you do NOT need to mail back your Proxy Card.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.