APA Apa Corp - 8-K

Item 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 21, 2026, APA Corporation (the “Company”) held its 2026 annual meeting of shareholders (the “Annual Meeting”). At the Annual Meeting, the Company’s shareholders approved the Third Amendment (the “Amendment”) to the Company’s 2016 Omnibus Compensation Plan, as amended (the “2016 Plan”), as disclosed in the Company’s definitive proxy statement on Schedule 14A for the Annual Meeting filed with the U.S. Securities and Exchange Commission on April 9, 2026 (the “Proxy Statement”). The Amendment (i) increased the number of shares authorized for issuance under the 2016 Plan by 24,160,000 shares and (ii) extended the term of the 2016 Plan through May 21, 2036. The Amendment previously had been approved by the board of directors of the Company, subject to shareholder approval.

The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated into this Item 5.02 by reference.

Item 5.07      Submission of Matters to a Vote of Security Holders.

At the Annual Meeting, there were 353,400,414 shares of the Company’s common stock, par value $0.625 per share, eligible to vote, of which 312,221,847 shares, or approximately 88.35%, were voted. The matters voted upon, the number of votes cast for or against, and the number of abstentions and broker non-votes, each rounded to the nearest whole share, were as stated below.

Proposal 1 — Election of Directors.

The following nominees for directors were elected to serve one-year terms expiring at the 2027 annual meeting of shareholders by the majority of shares voted, excluding abstentions and broker non-votes.

Nominee

For

Against

Abstentions

Broker Non-Votes

Annell R. Bay

269,919,835

7,802,862

409,361

34,089,789

John J. Christmann IV

275,118,068

2,608,513

405,477

34,089,789

Juliet S. Ellis

271,823,321

5,685,806

622,931

34,089,789

Kenneth M. Fisher

276,348,675

1,366,864

416,519

34,089,789

Charles W. Hooper

274,795,166

2,918,985

417,906

34,089,789

Chansoo Joung

274,003,759

3,708,825

419,474

34,089,789

H. Lamar McKay

276,435,125

1,286,135

410,798

34,089,789

Peter A. Ragauss

274,587,738

3,118,147

426,173

34,089,789

David L. Stover

275,026,460

2,699,058

406,540

34,089,789

Anya Weaving

275,421,441

2,081,920

628,696

34,089,789

Proposal 2 — Ratification of Appointment of Independent Auditor.

The appointment of Ernst & Young LLP as the Company’s independent auditor for fiscal year 2026 was ratified by the majority of shares voted, excluding abstentions and broker non-votes.

For

Against

Abstentions

Broker Non-Votes

307,082,415

4,653,628

485,804

0

Proposal 3 — Non-Binding Advisory Vote on Executive Compensation.

In a non-binding advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the Proxy Statement (commonly known as “say on pay”), the compensation of the Company’s named executive officers was approved by the majority of shares voted, excluding abstentions and broker non-votes.

For

Against

Abstentions

Broker Non-Votes

238,710,645

38,762,516

658,897

34,089,789

Proposal 4 — Approval of Amendment to the 2016 Omnibus Compensation Plan .

The Amendment as disclosed in the Proxy Statement was approved by the majority of shares voted, excluding abstentions and broker non-votes.

For

Against

Abstentions

Broker Non-Votes

266,499,823

10,989,332

642,903

34,089,789

Item 9.01      Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

10.1

Third Amendment to the 2016 Omnibus Compensation Plan, approved by shareholders May 21, 2026 .

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).