SEC Company Response from CONOCOPHILLIPS (COP) (CIK 0001163165) (COP) — Jan 18, 2008
CONOCOPHILLIPS (COP) (CIK 0001163165)
Date: Jan. 18, 2008 · CIK: 0001163165 · Accession: 0000950129-08-000282
AI Filing Summary & Sentiment
File numbers found in text: 001-32395
Referenced dates: December 12, 2007
Letter
Via EDGAR Division of Corporation Finance ConocoPhillips Definitive Proxy Statement on Schedule 14A Filed April 2, 2007 File No. 001-32395
Dear Ms. Moncada-Terry:
Our response to the comment raised in your letter dated December 12, 2007, is set forth below. The Staff’s comment is shown in bold, followed by our response.
Compensation Decisions, page 29
1.
We note your response to prior comment 7. Therefore, we reissue the comment. It still appears that you take into account specific items of corporate performance and individual performance in setting compensation policies and making compensation decisions.
Response: In setting compensation policies and making compensation decisions for our named executive officers, we confirm that the Compensation Committee takes into account specific items of corporate and individual performance. Our October 12, 2007, response to the original comment 7 attempted to clarify that, although individual and corporate performance are taken into account in setting compensation policies and making compensation decisions, there are no formulaic performance targets which, if achieved, result in any predetermined payments to our named executive officers.1 Since we do not utilize formulaic performance measures, our response was intended to clarify that we cannot disclose any quantitative or qualitative performance targets because we do not have any such formulaic measures to disclose. We do acknowledge and confirm that in future filings we will disclose the extent to which we take into
As indicated in our October 12, 2007, response to original comment 1 of the Staff’s August 21, 2007, letter, as noted on page 21 of our 2007 Proxy Statement and in footnote 5 to the Summary Compensation Table, the Compensation Committee seeks to preserve tax deductions under section 162(m) of the Internal Revenue Code for executive compensation to the extent consistent with the Committee’s determination of compensation arrangements necessary and appropriate to foster achievement of our business goals.
account specific items of corporate and individual performance in setting compensation policies and making compensation decisions where such disclosure is material to an understanding of prior year compensation of our named executive officers.
An electronic version of this letter has been filed via EDGAR. In addition, we have provided courtesy copies by mail.
Very truly yours,
CONOCOPHILLIPS
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January 18, 2008
Via EDGAR
Mail Stop 7010
Ms. Carmen Moncada-Terry
Attorney Advisor
Division of Corporation Finance
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re:
ConocoPhillips
Definitive Proxy Statement on Schedule 14A
Filed April 2, 2007
File No. 001-32395
Dear Ms. Moncada-Terry:
Our response to the comment raised in your letter dated December 12, 2007, is set forth below. The
Staff’s comment is shown in bold, followed by our response.
Compensation Decisions, page 29
1.
We note your response to prior comment 7. Therefore, we reissue the comment. It still
appears that you take into account specific items of corporate performance and individual
performance in setting compensation policies and making compensation decisions.
Response: In setting compensation policies and making compensation decisions for
our named executive officers, we confirm that the Compensation Committee takes into account
specific items of corporate and individual performance. Our October 12, 2007, response to
the original comment 7 attempted to clarify that, although individual and corporate
performance are taken into account in setting compensation policies and making compensation
decisions, there are no formulaic performance targets which, if achieved, result in any
predetermined payments to our named executive officers.1 Since we do not utilize
formulaic performance measures, our response was intended to clarify that we cannot disclose
any quantitative or qualitative performance targets because we do not have any such
formulaic measures to disclose. We do acknowledge and confirm that in future filings we
will disclose the extent to which we take into
1
As indicated in our October 12, 2007, response to
original comment 1 of the Staff’s August 21, 2007, letter, as noted on page 21
of our 2007 Proxy Statement and in footnote 5 to the Summary Compensation
Table, the Compensation Committee seeks to preserve tax deductions under
section 162(m) of the Internal Revenue Code for executive compensation to the
extent consistent with the Committee’s determination of compensation
arrangements necessary and appropriate to foster achievement of our business
goals.
account specific items of corporate and individual performance in setting compensation
policies and making compensation decisions where such disclosure is material to an
understanding of prior year compensation of our named executive officers.
An electronic version of this letter has been filed via EDGAR. In addition, we have provided
courtesy copies by mail.
Very truly yours,
CONOCOPHILLIPS
/s/ Janet Langford Kelly
Janet Langford Kelly
Senior Vice President, Legal,
General Counsel and Corporate Secretary
cc:
Mr. William E. Wade, Jr.
Chairman of the Compensation Committee
Mr. James E. Copeland, Jr.
Chairman of the Audit and
Finance Committee
Mr. James J. Mulva
Chairman and Chief Executive Officer
Mr. John A. Carrig
Executive Vice President, Finance, and
Chief Financial Officer
Mr. Rand C. Berney
Vice President and Controller
Mr. R. Dale Nijoka
Ernst & Young LLP