8-K

APA CORPORATION

Date: February 24, 2022

/s/ Rajesh Sharma

Rajesh Sharma

Corporate Secretary

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 21, 2022

APA CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

001-40144

86-1430562

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

2000 Post Oak Boulevard, Suite 100

Houston, Texas 77056-4400

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (713) 296-6000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock, $0.625 par value

APA

Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02.

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

On February 21, 2022, the board of directors (the “Board”) of APA Corporation (the “Company”) expanded the Board to twelve directors and appointed David L. Stover as a new director of the Company’s Board. Mr. Stover is expected to serve on the Audit Committee of the Board.

For his service, Mr. Stover will receive compensation that is commensurate with that received by the Company’s other non-employee directors. Such compensatory arrangements are described under the caption “Director Compensation” in the Company’s definitive proxy statement relating to its 2021 annual meeting of stockholders, which was filed with the Securities and Exchange Commission on April 13, 2021, and is incorporated by reference herein.

Other than as disclosed herein, no material plan, contract, or arrangement was entered into or materially amended, and there was no grant or award to Mr. Stover or modification thereto under any such plan, contract, or arrangement, in connection with Mr. Stover’s appointment. Mr. Stover has (i) no arrangements or understandings with any other person pursuant to which he was selected as a director and (ii) no direct or indirect material interest in any transaction or series of similar transactions contemplated by Item 404(a) of Regulation S-K.

Mr. Stover, 64, served as the chairman and CEO of Noble Energy, Inc. until his retirement in 2020. He was appointed Chairman in April 2015, CEO in October 2014, and elected to the board of directors in April 2014. Prior to these roles, he served as President and Chief Operating Officer since May 2009, along with other previous executive positions at the company. Before joining Noble Energy in 2002, Mr. Stover served as BP America, Inc.’s Vice President and Business Unit Leader for the Gulf of Mexico Shelf from 2000 to 2002. From 1994 to 2000, he held various onshore and offshore management positions at Vastar Resources, Inc. Earlier in his career, he held positions in engineering, operations, and management at ARCO Oil and Gas Company.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.