Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
Restated Certificate of Incorporation
Effective May 21 2009, Anadarko Petroleum Corporation (the "Company") filed a
Certificate of Elimination and Retirement (the "Certificate of Elimination")
with the Secretary of State of the State of Delaware for the purpose of
eliminating the Company's Series A Junior Participating Preferred Stock, its
5.46% Cumulative Preferred Stock Series B and its Series C Junior Participating
Preferred Stock, of which no shares of any series were issued or outstanding as
of that date. This summary is qualified in its entirety by reference to the
Certificate of Elimination and filed as Exhibit 3.1 attached hereto and
incorporated by reference herein.
At the Company's 2009 Annual Meeting of Stockholders held on May 19, 2009 (the
"Annual Meeting"), the stockholders of the Company approved amendments to the
Company's Restated Certificate of Incorporation, as amended (the "Restated
Certificate"), as described in the Company's Proxy Statement dated March 27,
2009, relating to the Annual Meeting. These amendments provide for the phased
elimination over three years of the Company's classified Board of Directors, as
well as certain conforming changes and other technical amendments (the
"Amendments"). As a result of the Amendments, all members of the Board of
Directors will be elected annually beginning at the 2012 Annual Meeting. The
directors elected at the 2009 Annual Meeting were elected to serve a full
three-year term. The directors to be elected at the 2010 Annual Meeting will be
elected to serve a two-year term and the directors elected at the 2011 Annual
Meeting will be elected to serve a one-year term. The Amendments also eliminate
from the Restated Certificate the minimum and maximum size of the Board of
Directors and authorize the Board of Directors to determine the exact number of
directors from time to time. The Company filed an Amendment to the Restated
Certificate reflecting the Amendments with the Secretary of the State of the
State of Delaware on May 21, 2009, which became effective upon filing. This
summary is qualified in its entirety by reference to the Amendment to the
Restated Certificate of Incorporation, as amended, and filed as Exhibit 3.2
attached hereto and incorporated by reference herein.
The Company filed a Restated Certificate of Incorporation, which restates and
integrates the effect of the Certificate of Elimination, the Amendments and
other amendments or restatements to the Company's certificate of incorporation
previously filed, with the Secretary of State of the State of Delaware on
May 21, 2009, which became effective upon filing. This summary is qualified in
its entirety by reference to the Restated Certificate of Incorporation and filed
as Exhibit 3.3 attached hereto and incorporated by reference herein.
By-Laws
Effective May 21, 2009, the Board of Directors amended the By-Laws of the
Company, as amended and restated as of May 20, 2008 (the "By-Laws") to conform
the By-Laws to the Amendments described above. The primary changes to the
By-Laws were to amend Article III, Section 3.1, to conform that Section to the
Amendments. This summary is qualified in its entirety by reference to the
By-Laws of the Company, amended and restated as of May 21, 2009, and filed as
Exhibit 3.4 attached hereto and incorporated by reference herein.
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