UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
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Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On March 1, 2021, Apache Corporation (the “Company”) implemented a holding company reorganization (the “Holding Company Reorganization”) pursuant to Section 251(g) of the General Corporation Law of the State of Delaware (the “DGCL”). As a result of the Holding Company Reorganization, the Company became a direct, wholly-owned subsidiary of APA Corporation (“APA”).
As required by Section 251(g) of the DGCL, in connection with the Holding Company Reorganization, the Company’s Amended and Restated Certificate of Incorporation was further amended (as so amended and restated, the “Apache Charter”) to provide that all acts or transactions involving the Company, other than the election or removal of directors, that require the approval of APA as the Company’s sole shareholder will also require the approval of APA’s shareholders by the same vote as is required by the DGCL and the Apache Charter (the “Pass-Through Voting Provision”).
At the annual meeting of shareholders of APA, held on May 27, 2021, the shareholders of APA approved an amendment to the Apache Charter to remove the Pass-Through Voting Provision. Thereafter, the Company’s Board of Directors and APA, as the sole stockholder of the Company, approved the amendment, and the Company filed a Certificate of Amendment (the “Certificate of Amendment”) to the Apache Charter with the Secretary of State of the State of Delaware to remove the Pass-Through Voting Provision. The Certificate of Amendment was effective as of 11:59 A.M. (Eastern Time) on June 10, 2021 (the “Effective Time”).
The above description of the Certificate of Amendment is a summary of the material terms thereof and is qualified in its entirety by reference to the Certificate of Amendment, a copy of which is attached hereto as Exhibit 3.1, as filed with the Secretary of State of the State of Delaware effective as of the Effective Time.
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit |
Description | |
3.1 | Certificate of Amendment of Amended and Restated Certificate of Incorporation. | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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.
APACHE CORPORATION | ||||||||
Date: June 14, 2021 | By: | /s/ Rajesh Sharma |
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Rajesh Sharma | ||||||||
Corporate Secretary |