APA Corp
For the period ended Apr 9, 2026. Filed Apr 9, 2026.
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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.
Apr 9, 2026 · Filed Apr 9, 2026
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Cover page
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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 |
Proxy Statementand
Notice of Annual Meeting
Table of Contents
| Message from Our Board Chair | ii | |
|---|---|---|
| Notice of Annual Meeting | iii | |
| Purpose of the Annual Meeting | 1 | |
| Corporate Governance | 2 | |
| Board Committees, Meetings, and Responsibilities | 2 | |
| Board Risk Oversight | 3 | |
| Board Leadership Structure | 4 | |
| Board Nomination Process and Refreshment | 4 | |
| Director Independence | 6 | |
| Non-Discrimination | 6 | |
| Pledging and Hedging Policies | 6 | |
| Insider Trading Policy | 6 | |
| Management Succession Planning and Leadership Development | 6 | |
| Shareholder Engagement Program and Feedback | 7 | |
| Sustainable Operations | 7 | |
| Communicating with Our Board | 7 | |
| PROPOSAL 1: ELECTION OF DIRECTORS | 8 | |
| Summary Information About Our Nominees | 8 | |
| Nominees for Election as Directors | 9 | |
| Information About Our Executive Officers | 14 | |
| Executive and Director Compensation | 15 | |
| Compensation Discussion and Analysis (CD&A) | 15 | |
| Executive Compensation | 32 | |
| Director Compensation | 42 | |
| PROPOSAL 2: RATIFICATION OF AUDITOR APPOINTMENT | 45 | |
| Fees Paid to the Independent Auditor | 45 | |
| Pre-Approval of Independent Auditor Services and Fees | 45 | |
| Report of the Audit Committee | 47 | |
| PROPOSAL 3: ADVISORY VOTE ON NEO COMPENSATION | 48 | |
| General Information | 48 | |
| Say-on-Pay | 48 | |
| Effect of Your Vote | 48 | |
| PROPOSAL 4: APPROVAL OF AMENDMENT TO 2016 PLAN | 49 | |
| General Information | 49 | |
| Rationale for the Amendment | 49 | |
| Share Usage, Dilution, and Burn Rate | 49 | |
| Best Practices and Shareholder Protections | 50 | |
| Expected Future Equity Usage | 50 | |
| Failure to Approve the Amendment | 50 | |
| Board Recommendation | 50 | |
| Other Information | 51 | |
| Securities Ownership and Principal Holders | 51 | |
| Equity Compensation Plan Information | 52 | |
| Delinquent Section 16(a) Reports | 52 | |
| How to Register for and Access the Virtual Meeting | 53 | |
| Voting | 53 | |
| Non-GAAP Financial Measures | 54 | |
| Additional Information | 55 | |
| Exhibit A: Amendment to 2016 Plan | 57 | |
| Commonly Referenced Pages: | |
|---|---|
| 2023-2025 Performance Award Results | 29 |
| 2025 Annual Incentive Scorecard | 25 |
| 2025-2027 Performance Award Structure | 27 |
| Board Risk Oversight | 3 |
| Clawback Policy | 30 |
| Compensation Discussion and Analysis | 15 |
| Director Compensation Table | 44 |
| Pay versus Performance Table | 39 |
| Peer Group for Compensation | 22 |
| Peer Group for TSR Performance | 28 |
| Pledging and Hedging Policies | 6 |
| Stock Ownership Requirements for Directors | 43 |
| Stock Ownership Requirements for Officers | 30 |
| Summary Compensation Table | 32 |
Forward-Looking Statements and Other Disclosures
This proxy statement contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the Securities Act) and Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act). Forward-looking statements can be identified by words such as “anticipates,” “intends,” “plans,” “seeks,” “believes,” “continues,” “could,” “capable,” “estimates,” “expects,” “goals,” “may,” “might,” “outlook,” “possibly,” “potential,” “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, 2025, 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 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.
References to APA, the Company, our, we, andus mean APA Corporation and its consolidated subsidiaries, unless the context indicates otherwise. Information on our website and any other website referenced herein is not incorporated by reference into, and does not constitute a part of, this proxy statement.
2026 Proxy Statementi
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.