apache corporation proxy statement

Our CEO evaluates region and corporate officers based on these same criteria, plus region and corporate department goals and performance as part of those officers’ bonus assessments.At Phoenix and its predecessor, Mr. Lawrence was extensively involved in international operations spread over several continents, and he was especially instrumental in leading Phoenix’s operations in Egypt, an area that remains important to Apache’s operations.Our equity compensation plan provides that our executives’ unvested long-term equity compensation is forfeited upon voluntary termination.Section 162(m) of the Internal Revenue Code of 1986, as amended, imposes a limit, with certain exceptions, on the amount that a publicly-held corporation may deduct in any tax year commencing on or after January 1, 1994, for the compensation paid or accrued to its chief executive officer and three highest compensated officers (other than the principal executive officer or the principal financial officer). Based on this review, the Board of Directors confirmed that all members of the MD&C Committee are “independent” under the NYSE and NASDAQ rules. * Values shown reflect the amounts in the Grants of Plan-Based Awards table. Stock options cannot be repriced, reset, or exchanged for cash if underwater without shareholder approval.Ratification of appointment of Ernst & Young LLP as the Company’s independent auditors for fiscal year 2018;Previously, Mr. Lowe held a series of executive positions in the exploration and production, commercial, and planning areas of ConocoPhillips, including executive vice president, exploration and production from 2007 to 2008; executive vice president, Commercial from 2006 to 2007; and executive vice president, planning, strategy, and corporate affairs from 2002 to 2006, as a part of which his responsibilities included government relations, public affairs, and corporate technology.For the TSR performance measure, at the conclusion of the three-year performance period, the Company’s performance will be directly ranked within the peer group. You may vote FOR or AGAINST the ratification of appointmentReflects RSUs vested under the terms of the 2007 Omnibus Equity Compensation Plan, the 2011 Omnibus Equity Compensation Plan, and/or the 2016 Omnibus Compensation Plan.Election of the ten directors named in the attached proxy statement to serve until the Company’s annual meeting in 2019;Following is a reasonable estimate, prepared under applicable SEC rules, of the ratio of the annual total compensation of our Chief Executive Officer to the annual total compensation of our median employee.The awards will vest 50 percent at the end of the three-year performance period, with the remaining 50 percent vesting one year later, and will be paid in cash. If achievement warrants, vesting will begin on January 1, 2020, with 50 percent of the adjusted number of RSUs vesting immediately and 50 percent vesting as of January 1, 2021. He held positions of increasing responsibility at Tenneco Inc. from 1993 to 1996, and Kidder, Peabody & Co. The awards also allow continued vesting upon retirement after attaining age 55 and a certain combination of age and years of service, provided that such retirement occurs after the first three months of the performance period (and not before).We firmly believe that the changes we have made to our compensation program are responsive to shareholder concerns and that our compensation program effectively aligns executive compensation with the key drivers of long-term growth and economic value creation for our shareholders. For the NEOs, the 2017 long-term compensation awards were based 50 percent in performance shares, 35 percent in RSUs, and 15 percent in options.above or below target. Grantees receive one share of common stock for each RSU that vests.Includes the amount paid under the 2015 performance contingent cash plan. The MD&C Committee’s charter is available on our website.The MD&C Committee does not believe our compensation programs encourage inappropriate risk taking. She chairs the Corporate Governance and Nominating Committee and is a member of the Management Development and Compensation Committee.Our NEOs receive the standard benefits received by all employees including: group health (medical, dental, pharmacy, and vision), group life, accidental death and dismemberment, business travel accident, disability plans, defined contribution retirement plans (a Money Purchase Retirement Plan and a 401(k) Savings Plan), and vacation.An awareness of the dynamics of change and a willingness to anticipate and explore opportunities.Production, reserve replacement, and rate of return on drilling program targets were set at or above Plan to align with our capital budget and focus on projects that were economic in the depressed price environment.Payment of Filing Fee (Check the appropriate box):The Notice and Proxy Statement and Annual Report on Form 10-K are available atWe make long-term, equity-based compensation available to substantially all of our employees to promote a Company-wide ethic of ownership and entrepreneurialism.

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