Form DEFA14A APA Corp
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
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 Rule 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 the appropriate box):
| ☒ | No fee required. | |||
| ☐ | Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. | |||
| (1) | Title of each class of securities to which transaction applies:
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| (2) | Aggregate number of securities to which transaction applies:
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| (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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| (4) | Proposed maximum aggregate value of transaction:
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| (5) | Total fee paid:
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| ☐ | Fee paid previously with preliminary materials. | |||
| ☐ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | |||
| (1) | Amount Previously Paid:
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| (2) | Form, Schedule or Registration Statement No.:
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| (3) | Filing Party:
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| (4) | Date Filed:
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APA CORPORATION
2000 Post Oak Boulevard, Suite 100
Houston, Texas 77056-4400
Supplemental Information Regarding Item No. 12
Advisory Vote to Approve the Compensation of Our Named Executive Officers
[commencing on April 15, 2021, the form of email communication sent to certain shareholders with whom APA requested meetings prior to the 2021 annual shareholders’ meeting]
To: [Investor email address]
Subject: APA Corporation Annual Meeting
[Investor Contacts],
Our Board and management teams highly value investor feedback. We are reaching out to request a time to speak with your team in advance of our May 27th Annual Meeting and discuss our recently filed proxy statement (link HERE).
Our proposed agenda for the discussion includes:
| • | An overview of APA’s executive compensation program and how its structure aligns with company strategy, including rationale for recent enhancements and consideration of shareholder feedback in the overall program structure |
| • | Executive pay decisions in light of COVID-19 and historic market volatility impacting the oil and gas industry, including modified annual incentive metrics and weightings, effective solely for the second half of 2020, to incentivize cost savings, increased liquidity, and adoption of our new operating model |
| • | Strategic actions taken by the Board in response to the COVID-19 pandemic and industry headwinds including an organizational redesign to reduce costs and improve efficiencies, and operational and financial adaptations to preserve cash flow and limit the impact of oil price changes on the business |
| • | Commitment to regular Board refreshment with the addition of Lamar McKay, former Chief Transition Officer and deputy Chief Executive Officer at BP, in February 2021 who brings critical international natural gas and oil experience to our Board |
| • | Heightened focus on sustainability, demonstrated by 20% of our 2021 annual incentive compensation plan for executive officers being tied to ESG and safety goals, and recent enhancements to more closely align our ESG disclosure with the TCFD framework |
Our team is available for a call during the weeks of [May 17th and May 24th]. Please let us know what works best for your team and we will do our best to accommodate your schedules.
We look forward to connecting with you.
Regards,
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