Washington, D.C. 20549







Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 16, 2018




(Exact name of registrant as specified in its charter)




Delaware   1-4300   41-0747868

(State or other jurisdiction

of incorporation)



File Number)


(I.R.S. 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))

Indicate by check mark whether the registrant is an emerging growth company as defined in 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 January 16, 2018, the Management Development and Compensation Committee of the board of directors of Apache Corporation (the “Company”) approved both a new form of Performance Share Grant Agreement (the “Performance Share Grant Agreement”) and a new form of Stock Option Grant Agreement (the “Option Grant Agreement”, and, together with the Performance Share Grant Agreement, the “Grant Agreements”). Pursuant to the Grant Agreements, the Company will award performance shares in the Company (“Performance Shares”) and stock options to purchase shares of the Company’s common stock (“Stock Options”), respectively, to the Company’s executive officers under the Company’s 2016 Omnibus Compensation Plan. The continued vesting conditions of the Company’s previous forms of Grant Agreements have been replaced with a matrix that specifies the continued vesting of the recipient’s Performance Shares or Stock Options, as applicable, based on the recipient’s age at retirement and years of service with the Company. The foregoing descriptions of the Grant Agreements do not purport to be complete and are subject to, and are qualified in their entirety by, the full text of the Performance Share Grant Agreement and the Option Grant Agreement that are attached hereto as Exhibit 10.1 and Exhibit 10.2, respectively, and are incorporated herein by reference.


Item 9.01. Financial Statements and Exhibits

(d) Exhibits.


Exhibit No.



10.1    Form of Performance Share Grant Agreement
10.2    Form of Stock Option Grant Agreement


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.


Date: January 19, 2018   

/s/ Rebecca A. Hoyt

   Rebecca A. Hoyt
   Senior Vice President, Chief Accounting Officer, and Controller
   (Principal Accounting Officer)