UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.     )

Filed by the Registrant  þ☑                     Filed by a Party other than the Registrant  ¨☐

Check the appropriate box:

Anadarko Petroleum Corporation

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

March 21, 201417, 2017

TO OUR STOCKHOLDERS:

The 20142017 Annual Meeting of Stockholders of Anadarko Petroleum Corporation will be held at The Hyatt Market Street Hotel, 9595 Six Pines Drive, Suite 1100,Westin at The Woodlands, 2 Waterway Square Place, The Woodlands, Texas, 77380 on Tuesday,Wednesday, May 13, 2014,10, 2017, at 8:00 a.m. (Central Daylight Time).

The attached Notice of Annual Meeting of Stockholders and proxy statement provide information concerning the matters to be considered at the Annual Meeting. The Annual Meeting will cover only the business contained in the proxy statement and will not include a management presentation.

WePursuant to rules promulgated by the U.S. Securities and Exchange Commission (SEC), we are also provideproviding access to our proxy materials over the Internet. As a result, we are mailing to most of our stockholders a Notice of Internet Availability of Proxy Materials (Notice) instead of a paper copy of this proxy statement, a proxy card and our 20132016 annual report. The Notice contains instructions on how to access those documents over the Internet, as well as instructions on how to request a paper copy of our proxy materials. All stockholders who do not receive a Notice should receive a paper copy of the proxy materials by mail. We believe that the Notice process will allow us to provide you with the information you need in a timelier manner, will save us the cost of printing and mailing documents to you, and will conserve natural resources.

Your vote is important and we encourage you to vote even if you are unable to attend the Annual Meeting. You may vote by Internet or by telephone using the instructions on the Notice, or, if you received a paper copy of the proxy card, by signing and returning it in the postage pre-paidpaid envelope provided for your convenience. You may also attend and vote at the Annual Meeting.

Very truly yours,

R. A. WALKER

Chairman of the Board, President

and Chief Executive Officer

1201 Lake Robbins Drive

The Woodlands, Texas 77380-1046

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

The Annual Meeting of Stockholders of Anadarko Petroleum Corporation will be held at The Hyatt Market Street Hotel, 9595 Six Pines Drive, Suite 1100,Westin at The Woodlands, 2 Waterway Square Place, The Woodlands, Texas, 77380 on Tuesday,Wednesday, May 13, 2014,10, 2017, at 8:00 a.m. (Central Daylight Time) to consider the following proposals:items:

If you are a holder of record of common stock at the close of business on March 18, 2014,14, 2017, the record date, then you are entitled to receive notice of and to vote at the Annual Meeting.

Please take the time to vote by following the Internet or telephone voting instructions provided. If you received a paper copy of the proxy card, you may also vote by completing and mailing the proxy card in the postage-prepaidpostage-paid envelope provided for your convenience. You may also attend and vote at the Annual Meeting.You may revoke your proxy at any time before the vote is taken by following the instructions in this proxy statement.

As a stockholder, your vote is very important and the Company’s Board of Directors strongly encourages you to exercise your right to vote.

BY ORDER OF THE BOARD OF DIRECTORS

Amanda M. McMillian

Senior Vice President, Deputy General Counsel,

Corporate Secretary and Chief Compliance Officer

March 21, 201417, 2017

The Woodlands, Texas

Important Notice Regarding the Availability of Proxy Materials

for the StockholderAnnual Meeting of Stockholders to be Held on May 13, 2014:10, 2017:

The Proxy Statementproxy statement and Annual Reportannual report for 20132016 are available at

https://materials.proxyvote.com/032511

TABLE OF CONTENTS

1201 Lake Robbins Drive

The Woodlands, Texas 77380-1046

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS

May 13, 201410, 2017

We are furnishing you this proxy statement in connection with the solicitation of proxies by our Board of Directors (Board) to be voted at the 20142017 Annual Meeting of Stockholders (Annual Meeting) of Anadarko Petroleum Corporation, a Delaware corporation, sometimes referred to herein as the Company, Anadarko, us, we or like terms. The Annual Meeting will be held on Tuesday,Wednesday, May 13, 2014,10, 2017, at 8:00 a.m. (Central Daylight Time). The proxy materials, including this proxy statement, proxy card or voting instructions and our 20132016 annual report, are being distributed and made available on or about March 28, 2014.24, 2017.

We provide our stockholders access to our proxy materials to our stockholders on the Internet.Internet (https://materials.proxyvote.com/032511). Accordingly, a Notice of Internet Availability of Proxy Materials (Notice) will be mailed to most of our stockholders on or about March 28, 2014.24, 2017. Stockholders will have the ability to access the proxy materials on the website referred to in the Notice or request a printed set of the proxy materials to be sent to them by following the instructions in the Notice.

The Notice also provides instructions on how to inform us whether to send future proxy materials to you electronically bye-mail or in printed form by mail. If you choose to receive future proxy materials bye-mail, you will receive ane-mail next year with instructions containing a link to those materials and a link to the proxy voting site. Your election to receive proxy materials bye-mail or printed form will remain in effect until you terminate it.

Choosing to receive future proxy materials bye-mail will allow us to provide you with the information you need in a more timely manner, save us the cost of printing and mailing documents to you, and conserve natural resources.

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING

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General Information

prompted, indicate that you agree to receive or access stockholder communications electronically in the future.

Can I vote my stock by filling out and returning the Notice?

No. The Notice will, however, provide instructions on how to vote by Internet, by telephone, by requesting and returning a paper proxy card, or by submitting a ballot in person at the Annual Meeting.

How can I access the proxy materials over the Internet?

Your Notice or proxy card will contain instructions on how to view our proxy materials for the Annual Meeting on the Internet. Our proxy materials are also available at https://materials.proxyvote.com/032511.

What am I voting on and how does the Board recommend that I vote?

Proposal		Board Vote Recommendation
Election of Directors		FOR EACH DIRECTOR NOMINEE
Management Proposals
Ratification of KPMG LLP as Independent Auditor for 2014 1		FOR
Advisory Vote to Approve the Company’s Named Executive Officer 2013 Compensation		FOR
Stockholder Proposals
Provide a Report Regarding Political Contributions		AGAINST
Provide a Report Regarding Climate Change Risk		AGAINST

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General Information

6

Anadarko Board of Directors

ITEM 1 — ELECTION OF DIRECTORS

Our Restated Certificate of Incorporation provides that all directors are to be elected annually and that any director (or the entire Board) may be removed with or without cause at and after the Annual Meeting at which he or she is elected.

At the 2014 Annual Meeting, the terms of our eleventhirteen incumbent directors will expire. NineTwelve of those incumbentthirteen directors have each been nominated to stand for election and, if elected at thisthe Annual Meeting, will hold office until the expiration in 20152018 of each of theirone-year terms. As of the Annual Meeting, the number of directors shall be decreased from eleven to nine.

The Board is not aware of any reason why the director nominees would not be able to serve as directors of the Company. However, if a nominee is unavailable for election, then the proxies will be voted for the election of another nominee proposed by the Board or, as an alternative, the Board may reduce the number of directors to be elected at the Annual Meeting.

OurBy-Laws provide for the election of directors by the majority vote of stockholders in uncontested elections. This means the number of votes cast “for” a nominee’s election must exceed the number of votes cast “against” such nominee’s election in order for him or her to be elected to the Board. In addition, each incumbent nominee is required to provide an irrevocable letter of resignation that statesstating that he or she will resign if that director does not receive the required majority vote. If a director were to fail to receive a majority of votes cast and the Board were to accept the resignation tendered, then that director would cease to be a director of Anadarko. Each of the ninetwelve incumbent director nominees named below has submitted an irrevocable letter of resignation that becomes effective if he or she does not receive a majority of the votes cast for his or her election and the Board decides to accept such resignation.

As discussed in more detail on page 1816 of this proxy statement, the Board considers several qualifications, characteristics and other factors when evaluating individual directors, as well as the composition of the Board as a whole. As part of this process, the Board and its Governance and Risk Committee (formerly the Nominating and Corporate Governance Committee) review the particular experiences, qualifications, attributes and skills that caused the Governance and Risk Committee and the Boardof each nominee to determine if that the person should serve as a director of the Company. The biographies of each of the nominees below contain information regarding the person’s experience and director positions held currently or at any time during the last five years, and information regarding involvement in certain legal or administrative proceedings, to the extent applicable. They also highlight the particular experiences, qualifications, attributes or skills that caused the Governance and Risk Committee and the Board to conclude that the person should be nominated to serve as a director of the Company.

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THE BOARD RECOMMENDS THAT YOU VOTE “FOR” EACH OF THE NOMINEES LISTED BELOW.

Nominees for Director Nominated by the Board of Directors for Terms Expiring in 20152018

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THE BOARD RECOMMENDS THAT YOU VOTE “FOR” EACH OF THE NOMINEES LISTED BELOW.

Nominees for Director Nominated by the Board of Directors for Terms Expiring in 20152018

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THE BOARD RECOMMENDS THAT YOU VOTE “FOR” EACH OF THE NOMINEES LISTED BELOW.

Nominees for Director Nominated by the Board of Directors for Terms Expiring in 2018

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THE BOARD RECOMMENDS THAT YOU VOTE “FOR” EACH OF THE NOMINEES LISTED BELOW.

Nominees for Director Nominated by the Board of Directors for Terms Expiring in 2018

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THE BOARD RECOMMENDS THAT YOU VOTE “FOR” EACH OF THE NOMINEES LISTED BELOW.

Nominees for Director Nominated by the Board of Directors for Terms Expiring in 20152018

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THE BOARD RECOMMENDS THAT YOU VOTE “FOR” EACH OF THE NOMINEES LISTED BELOW.

Nominees for Director Nominated by the Board of Directors for Terms Expiring in 2018

8

THE BOARD RECOMMENDS THAT YOU VOTE “FOR” EACH OF THE NOMINEES LISTED BELOW.

Nominees for Director Nominated by the Board of Directors for Terms Expiring in 2018

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Corporate Governance

BOARD AND COMMITTEE GOVERNANCE

Our Board recognizes that excellence in corporate governance is essential in carrying out our responsibilities to our stakeholders, including our stockholders, employees, customers, communities, and creditors, as well as to the environment. Our Corporate Governance Guidelines, By-Laws, Code of Business Conduct and Ethics, Code of Ethics for the Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer, and written charters for the Audit Committee, the Compensation and Benefits Committee (Compensation Committee), and the Governance and Risk Committee, all as amended from time to time, can be found on the Company’s website athttp://www.anadarko.com/About/Pages/Governance.aspx.responsibility/good-governance. These documents provide the framework for our corporate governance. Any of these documents will be furnished in print free of charge to any stockholder who requests them.upon request. You can submit such a request to the Corporate Secretary at 1201 Lake Robbins Drive, The Woodlands, Texas 77380-1046.

Under the Company’s Corporate Governance Guidelines, directors are expected to attend regularly scheduled Board of Director meetings and meetings of committees on which they serve, as well as the Annual Meetingannual meeting of Stockholders.stockholders. Each incumbent director thatwho served on our Board during 20132016 attended at least 75% of the meetings of the Board and the committees on which he or she served. There were eightsix Board meetings and 19a total of 20 Board committee meetings in 2013.2016. In addition, all of the incumbent directors attended the 20132016 Annual Meeting of Stockholders (2016 Annual Meeting), other than Mr. Chase,Constable, who joined the Board in July 2016, Ms. Farley, who joined the Board in February 2014.2017, and Mr. George.

BOARD LEADERSHIP STRUCTURE

Mr. Walker was elected Chairman of the Board, effective following the Company’s 2013 Annual Meeting. Mr. Walker, as the Company’s Chief Executive Officer (CEO), works in concert with the rest of our majority-independent Board and the independent Lead Director, Mr. Gordon, to oversee the execution of the Company’s strategy. The Board believes that the combined Chairman and CEOChief Executive Officer (CEO) role ensures open communication between the Board and executive management and promotes consistent and effective leadership of both the Board and executive management. Given Mr. Walker’s successful leadership transition during 2012 and 2013,In addition, the Board believes that a combined Chairman and CEO role is currently the best approach to promote long-term stockholder value for several reasons:the reasons listed below. Mr. Walker was initially elected Chairman of the Board effective following the Company’s 2013 Annual Meeting and has been re-elected to such role each year since that time. As the Company’s CEO, Mr. Walker works in concert with the rest of our majority-independent Board and the independent Lead Director, Ms. Eberhart, to oversee the execution of the Company’s strategy.

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Corporate Governance

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Corporate Governance

Role of Lead Director. Consistent with industry best practices, the Board has a strong and active Lead Director whose duties and responsibilities ensure the Company maintains a corporate-governancecorporate governance structure with appropriate independence and balance. Our independent Lead Director’s duties are closely aligned with the role of an independent, non-executive chairman. Ms. Eberhart was appointed as Lead Director effective February 9, 2016. As the Lead Director, elected exclusively by the independent directors, Mr. Gordon’sMs. Eberhart’s role is to assist the Chairman and the remainder of the Board in assuring effective corporate governance in managing the affairs of the Board and the Company. Mr. GordonMs. Eberhart, who has previously served as Chair of the Audit Committee and currently serves as Chair of the Governance and Risk Committee, serves as a liaison between the Chairman and the independent directors and works with the Chairman to approve all meeting agendas. HeShe presides at (i) executive sessions of the non-employeeindependent directors, which are held in conjunction with each regularly scheduled quarterly meeting of the Board, (ii) executive sessions of the independent directors, which are held at least once a year, and (iii) any other meetings as determined byshe, in her capacity as the Lead Director. Mr. GordonDirector, determines appropriate. Ms. Eberhart also approves information sent to the Board and approves meeting schedules to assure there is sufficient time for discussion of all agenda items. In addition, as Lead Director, Mr. GordonMs. Eberhart has authority to call special meetings of the Board and is also a member of the Board’s Executive Committee, providing additional representation for the independent directors in all actions considered by the Executive Committee between Board meetings. Mr. GordonMs. Eberhart is required, if requested by major stockholders, to be available for consultation and direct communication.

THE BOARD’S ROLE IN RISK OVERSIGHT

The Board’s role in the identification, assessment, oversight and management of potential risks that could affect the Company’s ability to achieve its strategic, operational and financial objectives consists of (i) of:

BoardRole of the Board’s Committees. The Governance and Risk Committee is responsible for oversight of the Company’s significant risk exposures and periodically reviews and discusses with members of management those risk exposures and the steps being taken to identify, monitor and mitigate such exposures. With the assistance of the Compensation Committee’s independent executive compensation consultant, the Compensation Committee is responsible for the oversight of the annual risk assessment of the Company’s compensation programs. The Audit Committee is responsible for oversight of the Company’s risk assessment framework and risk management policies, including the

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Corporate Governance

framework with respect to significant financial risk exposures, and periodically reviews and discusses such framework and policies with members of management.

Role of the Internal Risk Council. In order to facilitate oversight of potential risk exposures to the Company that have not been specifically delegated to any Board committee, the Board periodically meets with members of the Company’s internal Risk Council to review and assess the Company’s risk managementrisk-management processes and to discuss significant risk exposures. Members of senior management comprise the Company’s internal Risk Council and provide periodic reports to the CEO, the Governance and Risk Committee and the full Board regarding the Company’s risk profile and risk-management strategies. In addition, the Company’s internal audit function regularly provides additional perspective and insight to the BoardAudit Committee regarding potential risks facing the Company.

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Corporate Governance

COMPENSATION COMMITTEE RISK ASSESSMENT

The Compensation Committee reviewed a comprehensive compensation risk assessment conducted independently by Frederic W. Cook & Co., Inc. (FWC)(FW Cook), the Compensation Committee’s executive compensation consultant. The assessment focused on the design and application of the Company’s executive and non-executive compensation programs and whether such programs encourage excessive risk taking by executive officers and other employees. Based on the outcomes of this assessment and the Compensation Committee’s review, the Compensation Committee believes that the Company’s compensation programs (i) do not motivate our executive officers or our non-executive employees to take excessive risks, (ii) are well designed to encourage behaviors aligned with the long-term interests of stockholders, and (iii) are not reasonably likely to have a material adverse effect on the Company.

Anadarko’s compensation programs are designed to support and reward appropriate risk taking and include the following:

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Corporate Governance

COMMITTEES OF THE BOARD

The Board has four standing committees: (i) the Audit Committee,Committee; (ii) the Compensation Committee,Committee; (iii) the Governance and Risk Committee,Committee; and (iv) the Executive Committee. For each of the current committees of the Board, the table below shows the current membership, the principal functions and the number of meetings held in 2013:2016:

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Corporate Governance

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Corporate Governance

BOARD OF DIRECTORS

Director Independence

In accordance with NYSE rules, the Sarbanes-Oxley Act of 2002, the Exchange Act, and the rules and regulations adopted thereunder, and the Company’s Corporate Governance Guidelines, the Board must affirmatively determine the independence of each director and director nominee in accordance with the Company’s director independence standards, which are contained in the Company’s Corporate Governance Guidelines found on the Company’s website at http://www.anadarko.com/About/Pages/Governance.aspx.content/documents/apc/responsibility/governance_documents/corp_gov_guidelines_111016.pdf.

Based on the standards contained in our Corporate Governance Guidelines, and the recommendation by the Governance and Risk Committee, the Board has determined that each of the following non-employee director nominees is independent and has no material relationship with the Company that could impair such nominee’s independence:

Mr. Walker is not independent because he is the Chairman,given his role as President and CEO of the Company.

For information regarding our policy on Transactions with Related Persons, please see page 7576 of this proxy statement.

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Corporate Governance

Director Nominee Selection of DirectorsProcess

The Company’s Corporate Governance Guidelines require that with respect to Board vacancies, the Governance and Risk Committee (or a subcommittee thereof): (i) identify the personal characteristics needed in a director nominee so that the Board as a whole will possess such qualifications as more fully identified below; (ii) compile, through such means as the Governance and Risk Committee considers appropriate, a list of potential director nominees thought to possess the individual qualifications identified in the Corporate Governance Guidelines, as well as any additional specific qualifications the Board deems appropriate at the time; (iii) engage an outside consultant, as necessary, to assist in the search for qualified nominees; (iv) review the background, character, experience and temperament of each potential nominee; (v) conduct interviews, and if appropriate recommend that other members of the Board and/or management interview such potential nominee; and (vi) evaluate each potential nominee in relation to the culture of the Company and the Board, which emphasizes independent thinking and teamwork.

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Corporate GovernanceBoard Qualifications.

As stated in our Corporate Governance Guidelines, one of the core competencies our Board has identified in assessing the qualifications of the Board as a whole is a diversity of experience, professional expertise, perspective and age. The Board recognizes that such diversity is an important factor in board composition and the Governance and Risk Committee ensures that such diversity considerations are discussed in connection with each candidate for director. For the past several years, our Board has reviewed on at least an annual basis a director skillsetskill set chart that identifies expertise, experience and other characteristics that the Board believes contribute to an effective and well-functioning board and that the Board as a whole should possess. The factors the Board considers include the following:

	•
16		oil and gas service company expertise

•

international business experience

•

government relations experience

•

marketing/commodity risk management experience

•

manufacturing/operations experience

•

civic/charitable experience

Corporate Governance

The Governance and Risk Committee considers these and other factors and the extent to which such skillsetsattributes can be represented when evaluating potential candidates for the Board. Other factors considered include board refreshment and director tenure. Together, this diversity of skillsets,skill sets, experiences and personal backgrounds allows our directors to provide the diversity of thought that is critical to the Board’s decision-making and oversight process.

Annual EvaluationsBoard Evaluation Process

The Board and each of the independent committees have conducted self-evaluations related to their performance in 2013.2016, including an evaluation of each director. The performance evaluations were supervised by the Governance and Risk Committee supervises the performance evaluations and uses various processes from year to year in order to solicit feedback, including periodic in-person interviews conducted by the Lead Director with each of the Board members. Following a discussion of the results were discussed byof the applicable committee andevaluations, the Board. The Board and each committee have implemented any necessary changes as a resultreview and discuss the evaluation results, and take this information into account when assessing the qualifications of these evaluations.the Board and further enhancing the effectiveness of the Board and its committees over time.

Communication with the Directors of the Company

The Board welcomes questions or comments about the Company and its operations. Interested parties who wish to communicate with the Board, including the Lead Director, the non-employee or independent directors, or any individual director, may contact the ChairpersonChair of the Governance and Risk Committee at governanceriskchair@anadarko.com or at Anadarko Petroleum Corporation, Attn: Corporate Secretary, 1201 Lake Robbins Drive, The Woodlands, Texas 77380-1046. If requested, any questions or comments will be kept confidential to the extent reasonably possible. Depending on the subject matter, the ChairpersonChair of the Governance and Risk Committee, with the assistance of the Corporate Secretary, will:

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Corporate Governance

These procedures may change from time to time, and you are encouraged to visit our website at http://www.anadarko.com for the most current means of contacting our directors. If you wish to request copies of any of our governance documents, please seerefer to page 1310 of this proxy statement for instructions on how to obtain them.instructions.

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Corporate Governance

Stockholder Participation in the Selection of Director Nominees

DuringProxy Access. In September 2015, the past year, noBoard amended the Company’s By-Laws to implement proxy access after conducting robust stockholder submitted namesengagement. Eligible stockholders may nominate a candidate for election to the GovernanceBoard for inclusion in the Company’s proxy materials in accordance with the proxy access provisions of Section 2.9(C) of our By-Laws. An eligible stockholder generally must deliver the Stockholder Notice (as defined in our By-Laws) to the Corporate Secretary at the principal executive offices of the Company not later than the close of business on the 120th day, nor earlier than the close of business on the 150th day, prior to the first anniversary of the date (as stated in the Company’s proxy materials) the definitive proxy statement was first sent to stockholders in connection with the preceding year’s annual meeting of stockholders and Risk Committeeotherwise comply with all of individualsthe requirements of the By-Laws. For the 2018 annual meeting of stockholders, we must receive notice of the nomination for inclusion in the Company’s proxy materials no earlier than October 25, 2017 and no later than November 24, 2017.

Other Director Nominations. Our By-Laws also provide that any stockholder intending to nominate a candidate for election to the Board or proposing any business to be brought before an annual meeting of stockholders, which nomination is not submitted for inclusion in the Company’s proxy materials pursuant to Section 2.9(C) of the By-Laws, generally must deliver written notice by mail to the Company’s Board pursuantCorporate Secretary at the principal executive officers of the Company not later than the close of business on the 90th day, nor earlier than the close of business on the 120th day, prior to the procedures discussed below.first anniversary of the preceding year’s annual meeting. The notice must include information specified in the By-Laws. For nominationthe 2018 annual meeting of stockholders, we must receive notice of your intention to nominate a director or to introduce an item of business at the 2015 Annual Meeting, thethat meeting no earlier than January 10, 2018 and no later than February 9, 2018.

The Board will consider individuals identified by stockholders on the same basis as nominees identified from other sources. To nominate a directorDuring the past year, no stockholder submitted names of individuals to the Governance and Risk Committee for the 2015 Annual Meeting, a stockholder must follow the procedures described in the Company’s By-Laws, which require that the stockholder give written noticenomination to the Company’s Corporate Secretary at the Company’s principal executive offices. The noticeBoard pursuant to the Corporate Secretary must include the following:procedures discussed above.

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Corporate Governance

In addition, the nominee must be in compliance, if elected as a director of the Company, and agree to continue to comply with all applicable publicly disclosed corporate governance, conflict of interest, confidentiality and stock ownership and trading policies and guidelines of the Company.

Generally, nominations must be received no earlier than the close of business on the 120th day prior to, and no later than the close of business on the 90th day prior to, the first anniversary of our last annual meeting of stockholders, or, if the nomination is with respect to a special meeting of stockholders, not earlier than the close of business on the 120th day prior to, and no later than the close of business on the 90th day prior to, such special meeting.Act. For more information on stockholder participation in the selection of director nominees, please refer to that sectionSection 2.9 in our Corporate Governance Guidelines and our By-Laws, which are posted on the Company’s website at http://www.anadarko.com/About/Pages/Governance.aspx.content/documents/apc/responsibility/governance_documents/2015-09-21_by-laws.pdf.

Directors’Director Continuing Education

The Company’s Director Education Policy encourages all members of the Board to attend director education programs appropriate to their individual backgrounds to stay abreast of developments in corporate governance and best practices relevant to their contribution to the Board as well as their responsibilities in their specific committee assignments. The Director Education Policy provides that the Company will reimburse directors for allthe costs associated with attending any director education program.

Compensation and Benefits Committee Interlocks and Insider Participation

The Compensation Committee is made up of three independent directors.directors, Messrs. Fluor, Gorder and Gordon. None of our executive officers currently serve, or in the past year have served, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving on our Board or our Compensation Committee.

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Corporate Governance

Director Compensation

Non-employee directors receive a combinationThe Compensation Committee is responsible for determining the type and amount of cash and stock-based compensation for non-employee directors. The program is reviewed annually to ensure that it is appropriately designed to attract qualified individuals who possess the expertise and retain qualified candidates to serve onskill set required by the Board. Mr. Walker does not receive any compensation for his service as a director.Company’s Board members. In setting non-employee director compensation, the BoardCompensation Committee considers the competitive market as well as the significant amount of time that non-employee directors spend in fulfilling their duties to the Company and its stockholders as well as the skill level required by the Company’s Board members. The Compensation Committee is responsible for determining the type and amount of compensation for non-employee directors.stockholders. To assist in the 20132016 annual review of director compensation, the Compensation Committee directly retained FWCFW Cook as its outside independent compensation consultant to provide benchmark compensation data and recommendations for compensation program design.

Non-employee directors receive a combination of cash and stock-based compensation. In February 2016, the Compensation Committee adopted an amendment to the Anadarko Petroleum Corporation 2008 Director Compensation Plan to limit the total compensation, both cash and stock-based compensation, that non-employee directors may receive annually under any of the Company’s compensation plans. Mr. Walker does not receive any compensation for his service as a director.

Retainer and Meeting Fees.Cash Compensation Program. The following is a schedule of current annual retainers and meeting fees for non-employee directors in effect during 2013 and2016, payable on a quarterly basis:

Additionally, to compensate a director in a year when there is an unusually high level of service required, a per-meeting fee of $2,000 will be paid for each meeting attended in excess of 20 combined Board and committee meetings in a calendar year.

Non-employee directors may receive their cash compensation in cash or, if eligible, defer cash compensation into the Anadarko Deferred Compensation Plan (described below), or any combination thereof. Beginning in 2016, the Compensation Committee eliminated the non-employee directors’ option to elect to receive their annual retainers in shares of common stock. Instead, non-employee directors may elect to receive, their retainer and meeting fees in cash, common stock, or deferred cash under the Anadarko Deferred Compensation Plan described below, or any combination thereof. The amount of stock issued to non-employee directors for payment in lieu of all or a portion of their cash fees is determined at the endcompensation, a number of the quarter for which compensation is earned, and is calculated by dividing the closing stock pricedeferred shares of the Company’s common stock, onthe grant date fair value of which, calculated pursuant to FASB ASC Topic 718, is approximately equal to the forgone cash compensation. These deferred shares may not be distributed to the non-employee director earlier than one year from the date of grant into(except in the applicable fee for that period.event of a separation from the Board due to death, disability or a change of control). This election option to receive deferred shares of common stock, in lieu of cash compensation, provides non-employee directors a method to invest in the Company as a stockholder and further align their interests with the interests of the Company’s stockholders.

Deferred Compensation Plan for Non-employeeNon-Employee Directors. Non-employee directors who are eligible toresident in the U.S. may participate in the Company’s Deferred Compensation Plan. The Deferred Compensation Plan allows non-employee directors to defer receipt of up to 100% of their retainers and meeting fees,cash compensation, and to allocate the deferred amounts among a group of notional accounts that mirror the gains and/or losses of various investment funds, including commonfunds. Effective January 1, 2016, the Compensation

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Corporate Governance

Committee eliminated the Anadarko stock offund as an investment option under the Company.Deferred Compensation Plan. The interest rate earned on the deferred amounts is not above-market or preferential. In general, deferred amounts are distributed to the participant upon leaving the Board or at a specific date as elected by the participant. Messrs. Fluor and Geren and Ms. ReynoldsMr. Gordon is the only director who elected to defer compensation during 2013.

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Corporate Governance

2016.

Stock Plan for Non-employeeNon-Employee Directors. In addition to cash compensation, non-employee directors receive annual equity grants. Equity grants to non-employee directors are awarded each year on the date of the Company’s annual meeting of stockholders. For 2016, each non-employee director who was elected at the 2016 Annual Meeting received an annual deferred share grant with a grant date fair value (calculated pursuant to FASB ASC Topic 718) of approximately $250,000. Mr. Constable and Ms. Farley each received a prorated equity grant when they were elected to the Board in July 2016 and February 2017, respectively. Non-employee directors may elect to receive their shares on a specific date, but not earlier than one year from the date of grant (except in the event of a separation from the Board due to death, disability or a change of control). Stock-based awards made to non-employee directors are made pursuant to the Anadarko Petroleum Corporation 2008 Director Compensation Plan. In addition to the retainer and meeting fee compensation, non-employee directors receive annual equity grants. Equity grants to non-employee directors are automatically awarded each year on the date of the Company’s annual meeting of stockholders. For 2013, each non-employee director received an annual equity grant with a value targeted at approximately $250,000. For U.S. and Canadian-resident non-employee directors, 100% of the value was delivered in deferred shares. Non-employee directors may elect to receive these shares on a specific date, but not earlier than one year from the date of grant, or when they leave the Board. For non-employee directors residing in the United Kingdom, 100% of the value was delivered in restricted shares, which vest on the fifth anniversary of the date of grant.

Stock Ownership Guidelines for Non-employee Directors. Non-employee directors are required to hold stock with a value equivalent to seven times the annual Board retainer and have three

Stock Ownership Guidelines for Non-Employee Directors. Non-employee directors are required to hold stock with a value equivalent to seven times the annual Board retainer and have five years from the date of their initial election to the Board to comply with the guidelines. All non-employee directors, other than Mr. Chase, who joined the Board in 2014, currently exceed the Company’s stock ownership guidelines. All non-employee directors exceeded their ownership guidelines at December 31, 2016, other than certain directors who are still within the five-year compliance period.

Other Compensation. Non-employee directors are covered under the Company’s Accidental Death & Dismemberment Plan and the Company pays the annual premium for such coverage on behalf of each non-employee director. The Company also provides each non-employee director with Personal Excess Liability coverage and pays the annual premium on their behalf. The Company maintains an Aid to Education Program under which certain gifts by employees, officers, non-employee directors and retired employees to qualified institutions of learning are matched on a two-to-one basis. The maximum contribution matched per donor, per calendar year is $2,500, resulting in a maximum Company yearly match of $5,000.$5,000 per donor.

20			23

Corporate Governance

DIRECTOR COMPENSATION TABLE FOR 20132016

The following table sets forth information concerning total non-employee director compensation earned during the 20132016 fiscal year by each incumbent director who served on the Board in 2013,2016, other than Mr. Walker, who does not receive any compensation for his service as a director:

Name		Fees Earned or Paid in Cash($)					Stock Awards ($)(1)					Option Awards ($)(2)					Non-Equity Incentive Plan Compensation ($)					Change in Pension Value and Non- qualified Deferred Compensation Earnings($)					All Other Compensation ($)(3)					Total($)
Kevin P. Chilton				116,558					250,065					0					0					0					4,381					371,004
Luke R. Corbett(4)				97,000					250,065					0					0					0					4,381					351,446
H. Paulett Eberhart				139,640					250,065					0					0					0					4,381					394,086
Peter J. Fluor(5)				141,558					250,065					0					0					0					4,381					396,004
Richard L. George(6)				116,558					250,065					0					0					0					4,381					371,004
Preston M. Geren III(4)(5)				128,903					250,065					0					0					0					4,381					383,349
Charles W. Goodyear				126,558					250,065					0					0					0					4,381					381,004
John R. Gordon				146,558					250,065					0					0					0					4,381					401,004
Eric D. Mullins				122,245					250,065					0					0					0					4,381					376,691
Paula R. Reynolds(4)(5)				116,558					250,065					0					0					0					4,381					371,004

Name		Fees Earned or Paid in Cash($)					Stock Awards ($)(1)					Option Awards ($)(2)					Non-Equity Incentive Plan Compensation ($)					Change in Pension Value and Non- Qualified Deferred Compensation Earnings ($)					All Other Compensation ($)(3)					Total($)
Anthony R. Chase(4)				0					360,045					0					0					0					1,800					361,845
Kevin P. Chilton(5)				110,000					250,036					0					0					0					6,800					366,836
David E. Constable(6)				47,850					213,076					0					0					0					893					261,819
H. Paulett Eberhart(4)				0					416,243					0					0					0					1,800					418,043
Peter J. Fluor(4)				0					368,914					0					0					0					1,800					370,714
Richard L. George(4)				0					360,244					0					0					0					1,800					362,044
Joseph W. Gorder(4)				0					376,100					0					0					0					1,800					377,900
John R. Gordon(7)				113,763					250,036					0					0					0					1,800					365,599
Sean Gourley				110,000					250,036					0					0					0					1,800					361,836
Mark C. McKinley				110,000					250,036					0					0					0					1,800					361,836
Eric D. Mullins(4)				0					385,023					0					0					0					1,800					386,823

 

 

(1)

For all non-employee directors, except for Mr. Goodyear, theThe amounts included in this column represent the aggregate grant date fair value of 2,817the annual deferred shares granted to each non-employee director and the deferred shares granted to those directors who elected to receive deferred shares in lieu of their retainer. Messrs. Chase, Fluor, Gorder, Gordon, McKinley and Mullins, Dr. Gourley, Gen. Chilton, and Ms. Eberhart each received 6,156 deferred shares granted in connection with their election by stockholders on May 14, 2013,10, 2016, with the value of each grant computed in accordance with FASB ASC Topic 718.718 in the amount of $250,036. For Mr. Goodyear,Constable, the amount includes 2,817 restricted4,610 deferred shares granted upon his appointment to the Board on May 14, 2013, computedJuly 25, 2016, which represents a pro-rata grant for his partial year of service from appointment through the Annual Meeting, in accordance with FASB ASC Topic 718.the amount of $213,076. For Mr. George, the amount includes a grant date fair value in the amount of $250,061 for a grant of 6,031 deferred shares, 798 of which were surrendered for Canadian withholding taxes. The value ultimately realized by each director may or may not be equal to this determined value. For a discussion of valuation assumptions, see Note 15 –21 — Share-Based Compensation of the Notes to Consolidated Financial Statements included under Item 8 in our Annual Report on Form 10-K for the year ended December 31, 2013.2016. As of December 31, 2013,2016, each of the non-employee directors had aggregate outstanding deferred shares as follows: Mr. Chase — 12,064; Gen. Chilton — 10,030;21,566; Mr. CorbettConstable — 21,707;4,610; Ms. Eberhart — 25,707;40,614; Mr. Fluor — 23,378;37,380; Mr. George — 6,584;19,205; Mr. GerenGorder — 15,157; Mr. Goodyear — 729;13,519; Mr. Gordon — 38,483;50,019; Dr. Gourley — 8,693; Mr. McKinley — 9,788; and Mr. Mullins — 2,817; and Ms. Reynolds — 21,429. Mr. Goodyear also had 6,584 restricted shares outstanding as of December 31, 2013.11,808.

 

(2)

The non-employee directors did not receive any stock option awards in 2013;2016; however, as of December 31, 2013,2016, each of the non-employee directors had aggregate outstanding vested and exercisable stock options as follows: Mr. Chase — 0; Gen. Chilton — 0; Mr. CorbettConstable — 27,100;0; Ms. Eberhart — 0; Mr. Fluor — 5,650; Mr. George — 0; Mr. Geren — 8,900; Mr. GoodyearGorder — 0; Mr. Gordon — 32,100;9,600; Dr. Gourley — 0; Mr. McKinley — 0; and Mr. Mullins — 0; and Ms. Reynolds — 5,650.0. There were no unvested options as of December 31, 2013.2016.

 

(3)

The For all non-employee directors, except for Mr. Constable, the amounts in this column include annual premiums paid by the Company for each director’s benefit in the amount of $124$119 and $1,757$1,681 for Accidental Death & Dismemberment (AD&D) coverage and Personal Excess Liability (PEL) coverage, respectively. The amounts also includeAdditionally, Gen. Chilton’s amount includes a $2,500matching charitable donation of $5,000 to the “Aid to

			21

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Corporate Governance

Education Program” made by the Company on their behalf to a charityhis behalf. For Mr. Constable, the amount includes $52 for AD&D coverage and $841 for PEL coverage for his partial year of their choice.service on the Board for 2016.

 

(4)

In lieu of this director’s retainer, the director elected to receive a grant of deferred shares: Mr. Corbett retired fromChase — 2,242; Ms. Eberhart — 3,371; Mr. Fluor — 2,466; Mr. George — 2,212 (204 of which were surrendered for Canadian withholding taxes); Mr. Gorder — 2,526; and Mr. Mullins — 2,751. The grant date fair value of these deferred shares, computed in accordance with FASB ASC Topic 718, is included in the Company’s Board effective February 11, 2014. Mr. Geren“Stock Awards” column of this table: $110,009, $118,878, $110,183, $126,064, $134,988, and $166,207 for Messrs. Chase, Fluor, George, Gorder and Mullins and Ms. ReynoldsEberhart, respectively.

(5)	Gen. Chilton will retire from the Board effective as of the close of the Annual Meeting.

 

(5)(6)

Messrs. Fluor and Geren eachMr. Constable was appointed to the Company’s Board effective July 25, 2016.

(7)

Mr. Gordon deferred all of theirhis retainer and meeting fees into the Company’s Deferred Compensation Plan. Ms. Reynolds deferred forty percent of her retainer and meeting fees intoHe did not accrue any above-market or preferential earnings on his account balance in the Company’s Deferred Compensation Plan.

(6)	Mr. George elected to receive all of his fees in common stock.

 

 

24 22

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Security Ownership of Certain

Beneficial Owners and Management

 

 

 

The information provided below summarizes the beneficial ownership of our NEOs,each named executive officer (NEO), each of our directors and director nominees, all of our directors, director nominees and executive officers as a group, and owners of more than five percent of our outstanding common stock. “BeneficialGenerally, “beneficial ownership” generally includes those shares of common stock held by someone who has investment and/or voting authority of such shares or has the right to acquire such common stock within 60 days. The ownership includes common stock that is held directly and also stock held indirectly through a relationship, a position as a trustee, or under a contract or understanding.

DIRECTORS, DIRECTOR NOMINEES AND EXECUTIVE OFFICERS

The following table sets forth the number and percentage of Anadarko common stock beneficially owned by our NEOs, each of our directors and director nominees, and all of our executive officers, directors and director nominees as a group as of March 3, 2014:1, 2017. None of the common stock beneficially owned as set forth below is pledged as security.

 

		Amount and Nature of Beneficial Ownership																				Amount and Nature of Beneficial Ownership
Name of Beneficial Owner		Number of Shares of Common Stock Beneficially Owned(1)(2)					Stock Acquirable Within 60 Days					Total Beneficial Ownership(3)(4)					Percent of Class					Number of Shares of Common Stock Beneficially Owned(1)(2)					Stock Acquirable Within 60 Days					Total Beneficial Ownership(3)(4)(5)					Percent of Class
R. A. Walker(5)(6)				194,639					535,078					729,717					*					265,418					672,963					938,381					*
Robert G. Gwin				61,257					345,202					406,459					*					112,474					278,203					390,677					*
Charles A. Meloy				107,802					198,594					306,396					*
Robert P. Daniels(6)				86,976					215,824					302,800					*
Mitchell W. Ingram																								13,409					—					13,409					*
Ernest A. Leyendecker																								17,441					98,001					115,442					*
Robert K. Reeves(7)				156,456					288,378					444,834					*					213,457					217,702					431,159					*
Anthony R. Chase				765					0					765					*					16,385					—					16,385					*
Kevin P. Chilton				10,030					0					10,030					*					21,566					—					21,566					*
David E. Constable																								4,610					—					4,610					*
H. Paulett Eberhart				25,707					0					25,707					*					40,614					—					40,614					*
Claire S. Farley																								1,018					—					1,018					*
Peter J. Fluor				32,089					5,650					37,739					*					132,407					5,650					138,057					*
Richard L. George				17,339					0					17,339					*					29,960					—					29,960					*
Preston M. Geren III				25,158					8,900					34,058					*
Charles W. Goodyear				17,313					0					17,313					*
Joseph W. Gorder																								13,519					—					13,519					*
John R. Gordon				164,543					32,100					196,643					*					171,079					9,600					180,679					*
Sean Gourley																								8,693					—			��		8,693					*
Mark C. McKinley																								10,700					—					10,700					*
Eric D. Mullins				6,584					0					6,584					*					20,871					—					20,871					*
Paula R. Reynolds				30,333					5,650					35,983					*
All directors, director nominees and executive officers as a group (17 persons)				1,001,196					1,750,581					2,751,777					*
All directors, director nominees and executive officers as a group (19 persons)																								1,121,704					1,416,278					2,537,982					*

 

 

*	Less than one percent.

 

(1)

This column does not include shares of common stock that the directors or executive officers of the Company have the right to acquire within 60 days of March 3, 2014.1, 2017. This column does include shares of common stock held in the Company’s Benefits Trust as a result of the director compensation and deferral elections made in accordance with our benefit plans described elsewhere in this proxy statement. Those shares are subject to shared voting power with the trustee under that Trust and receive dividend equivalents on such shares, but

			23

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Security Ownership of Certain

Beneficial Owners and Management

the individuals do not have the power to dispose of, or direct the disposition of, such shares until such shares are distributed to them. In addition, some shares of common stock reflected in this column for certain individuals are subject to restrictions.

 

			25

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Security Ownership of Certain

Beneficial Owners and Management

(2)

This column does not include the following number of restricted stock units, which do not have voting rights but do receive dividend equivalents and are payable (after taxes are withheld) in the form of Company common stock: Mr. Walker 86,706;— 81,497; Mr. Gwin 30,308;— 32,658; Mr. Meloy, 31,068;Ingram — 57,854; Mr. Daniels, 31,068Leyendecker — 17,284; and Mr. Reeves 27,695.— 25,478. The restricted stock units do not have voting rights but do receive dividend equivalents which are reinvested in Company stock and paid upon vesting of the underlying award.

 

(3)

In addition to the Anadarko common stock reported in the table, as of December 1, 2013,31, 2016, the directors and executive officers beneficially owned common units of Western Gas Partners, LP (WES) as follows: Mr. Walker — 6,900; Mr. Gwin — 10,000; Mr. Meloy, 3,000; Mr. Daniels, 5,150; Mr. Reeves — 9,000; Ms. Eberhart — 1,000; and Ms. Reynolds, 19,758.Mr. McKinley — 9,000. The Company owns a majority interest in WES indirectly through its wholly-owned subsidiaries. As of December 31, 2013,2016, there were 117,322,812130,671,970 common units of WES outstanding. The directors and executive officers, individually and as a group, beneficially own less than one percent of WES’s outstanding common units.

 

(4)

In addition to the Anadarko common stock reported in the table, as of December 1, 2013,31, 2016, the directors and executive officers beneficially owned common units of Western Gas Equity Partners, LP (WGP) as follows: Mr. Walker 6,000;— 9,900; Mr. Gwin — 200,000; Mr. Meloy, 5,000; Mr. Daniels, 20,000; Mr. Reeves — 9,000; Mr.Gen. Chilton — 900; Mr. Fluor 144,801;— 61,118; and Mr. George 5,000;— 5,000. Mr. Geren, 2,000; Mr. Gordon, 10,000; and Ms. Reynolds, 9,000.Fluor disclaims beneficial ownership with respect to 61,117 common units that are owned by his spouse. As of December 31, 2013,2016, there were 218,895,515218,928,570 common units of WGP outstanding. The directors and executive officers, individually and as a group, beneficially own less than one percent of WGP’s outstanding common units.

 

(5)

In addition to the Anadarko common stock reported in the table, as of December 31, 2016 Mr. Walker owned 2,500 tangible equity units (TEUs). In June 2015, the Company issued 9.2 million TEUs. Each TEU is comprised of a prepaid equity purchase contract for common units of WGP and a senior amortizing note. Anadarko has a right to elect to issue and deliver shares of Anadarko common stock in lieu of delivering WGP common units at settlement, which, unless settled earlier at the holder’s option, is June 7, 2018. The directors and executive officers, individually and as a group, beneficially own less than one percent of the outstanding TEUs.

(6)	Includes 108,000 shareshares of common stock held by a limited liability company (LLC) ofover which Mr. Walker exercisesand his spouse exercise investment control. The membership interests in the LLC are held by Mr. Walker, his wifespouse and family trusts of which he is the trustee.

(6)	Includes 63,766 shares of common stock held by a family limited partnership (FLP) of which Mr. Daniels exercises investment control. The limited partner interests in the FLP are held by Mr. Daniels and family trusts.

 

(7)

Includes 95,000 shares of common stock held by aan FLP. Two LLCs serve as the general partners of the FLP. Mr. Reeves serves as the sole manager of one of the LLCs and his wifespouse serves as the sole manager of the other. The limited partner interests in the FLP are held by family trusts of which Mr. Reeves is the trustee. Mr. Reeves disclaims beneficial ownership of these shares.

24

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Security Ownership of Certain

Beneficial Owners and Management

CERTAIN BENEFICIAL OWNERS

The following table shows the beneficial owners of more than five percent of the Company’s common stock as of December 31, 2013,2016, based on information available as of February 14, 2014:2017:

 

Title of Class		Name and Address of Beneficial Owner		Amount and Nature of Beneficial Ownership					Percent of Class					Name and Address of Beneficial Owner		Amount and Nature of Beneficial Ownership					Percent of Class
Common Stock		BlackRock Inc. 40 East 52nd Street New York, NY 10022				40,059,983(1)					8.00%			BlackRock, Inc. 55 East 52nd Street New York, NY 10055				42,431,757(1)					7.60%
Common Stock		The Vanguard Group 100 Vanguard Blvd. Malvem, PA 19355				25,647,988(2)					5.09%			The Vanguard Group 100 Vanguard Blvd. Malvern, PA 19355				37,643,758(2)					6.73%
Common Stock														FMR LLC 245 Summer Street Boston, MA 02210				35,291,542(3)					6.31%
Common Stock														State Street Corporation State Street Financial Center One Lincoln Street Boston, MA 02111				28,410,712(4)					5.08%

 

 

(1)

Based upon its Schedule 13G/A filed February 10, 2014,January 19, 2017, with the SEC with respect to Company securities held as of December 31, 2013,2016, BlackRock, Inc. has sole voting power as to 34,708,17437,521,969 shares of common stock, shared voting power as to 13,144 shares of common stock, sole dispositive power as to 42,418,613 shares of common stock and soleshared dispositive power as to 40,059,98313,144 shares of common stock.

 

(2)

Based upon its Schedule 13G13G/A filed February 11, 2014,9, 2017, with the SEC with respect to Company securities held as of December 31, 2013,2016, The Vanguard Group has sole voting power as to 818,175879,516 shares of common stock, shared voting power as to 99,685 shares of common stock, sole dispositive power as to 24,882,54936,687,889 shares of common stock and shared dispositive power as to 765,439955,869 shares of common stock.

(3)	Based upon its Schedule 13G filed February 14, 2017, with the SEC with respect to Company securities held as of December 31, 2016, FMR LLC has sole voting power as to 2,060,049 shares of common stock and sole dispositive power as to 35,291,542 shares of common stock.

(4)	Based upon its Schedule 13G filed February 9, 2017, with the SEC with respect to Company securities held as of December 31, 2016, State Street Corporation has shared voting power as to 28,410,712 shares of common stock, and shared dispositive power as to 28,410,712 shares of common stock.

 

 

26			25

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Section 16(A) Beneficial

Ownership Reporting Compliance

 

 

 

Section 16(a) of the Exchange Act requires the Company’s directors and executive officers, and persons who own more than 10% of a registered class of the Company’s equity securities, to file with the SEC and any exchange or other system on which such securities are traded or quoted, initial reports of ownership and reports of changes in ownership of the Company’s common stock and other equity securities. Officers, directors and more than 10% stockholders are required by the SEC’s regulations to furnish the Company and any exchange or other system on which such securities are traded or quoted with copies of all Section 16(a) forms they filed with the SEC.

To the Company’s knowledge, based solely on a review of the copies of such reports furnished to the Company and written representations that no other reports were required, the Company believes that all reporting obligations of the Company’s officers, directors and more than 10% stockholders under Section 16(a) were satisfied during the year ended December 31, 2013, except that James J. Kleckner, Executive Vice President, International and Deepwater Operations of the Company, inadvertently omitted 8,436 shares of the Company’s common stock from an otherwise timely filed Form 3. An amended Form 3 was filed on February 13, 2014.2016.

 

 

26			27

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Audit Committee Report

 

 

 

The following report of the Audit Committee of the Company, dated February 25, 2014,8, 2017, shall not be deemed to be “soliciting material” or to be “filed” with the Securities and Exchange Commission, nor shall this report be incorporated by reference into any filing made by the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

The Audit Committee of the Board is responsible for independent, objective oversight of the Company’s accounting functions and internal controlscontrol over financial reporting. The Audit Committee is composed of fourthree directors, each of whom is independent as defined by the NYSENew York Stock Exchange (NYSE) listing standards. The Audit Committee operates under a written charter approved by the Board of Directors, which is available on the Company’s web sitewebsite at http://www.anadarko.com/About/Pages/Governance.aspx.content/documents/apc/responsibility/governance_documents/2013-11-07_audit_committee_charter.pdf.

Management is responsible for the Company’s internal controlscontrol over financial reporting. The independent auditor is responsible for performing an independent audit of the Company’s consolidated financial statements in accordance with generally accepted auditing standards in the United States of America and issuing a report thereon. The independent auditor is also responsible for performing an independent auditsaudit of the Company’s internal controlscontrol over financial reporting. The Audit Committee’s responsibility is to monitor and oversee these processes.

KPMG LLP served as the Company’s independent auditor during 20132016 and was appointed by the Audit Committee to serve in that capacity for 20142017 (and we are seeking ratification by the Company’s stockholders at this Annual Meeting of such appointment). KPMG LLP has served as the Company’s independent auditor since its initial public offering in 1986.

In connection with these responsibilities, the Audit Committee met with management and the independent auditor to review and discuss the December 31, 20132016 audited consolidated financial statements and matters related to Section 404management’s assessment of the Sarbanes-Oxley Acteffectiveness of 2002.the Company’s internal control over financial reporting as of December 31, 2016. The Audit Committee also discussed with the independent auditor the matters required to be discussed by Statement on Auditing Standards No. 61 (Communication with Audit Committees), as superseded by Auditing Standard No. 16.standards of the Public Company Accounting Oversight Board (PCAOB).

The Audit Committee also received the written disclosures and the letter from the independent auditor required by Public Company Accounting Oversight Board Rule 3526 regardingthe PCAOB regulating the independent auditor’s communications with the Audit Committeeaudit committee concerning independence and the Audit Committeehas discussed with the independent auditor that firm’s independence.

Based upon the Audit Committee’s review and discussions with management and the independent auditor referred to above, the Audit Committee recommended thatto the Board of Directors includethat the audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 20132016 filed with the SEC.

THE AUDIT COMMITTEE

Eric D. Mullins, ChairpersonChair

Kevin P. Chilton

Charles W. Goodyear

Paula R. ReynoldsMark C. McKinley

 

 

28			27

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Compensation and Benefits Committee Report on

20132016 Executive Compensation

 

 

 

The Compensation Committee, the members of which are listed below, is responsible for establishing and administering the executive compensation programs of the Company. The Compensation Committee of the Company has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement.

THE COMPENSATION AND BENEFITS COMMITTEE

Joseph W. Gorder, Chair

Peter J. Fluor Chairperson

Richard L. George

John R. Gordon

 

 

28

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Letter from the Chair of the

Compensation and Benefits Committee

The Compensation and Benefits Committee values the feedback of our investors related to our executive compensation programs, and while we think they have been thoughtfully constructed, we also understand there is always room for improvement. During 2016, the Company actively engaged with stockholders following our 2016 say on pay vote in which we received approximately 62% support. Based on feedback we received from stockholders, the Company reviewed our compensation programs to identify features that could be improved to strengthen alignment with stockholder interests. As a result, the Compensation Committee made changes to the Company’s Annual Incentive Program (AIP), which are discussed in detail beginning on page 30.

We believe that Anadarko’s executive compensation programs are well designed for a cyclical, commodity driven and capital intensive industry that must focus and retain top talent throughout periods of rising and falling commodity prices. As you will see by the disclosure that follows, the Compensation Committee believes that the compensation programs we have established are operating as intended to align the pay that executives may realize with stockholder returns. We appreciate your ongoing engagement, feedback and support as we continue our efforts to structure programs aligned with long-term stockholder value.

		THE COMPENSATION AND BENEFITS COMMITTEE
		Joseph W. Gorder, Chair		29

 

 

			29

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Compensation Discussion and Analysis

 

 

 

This Compensation Discussion and Analysis focuses on the following:EXECUTIVE SUMMARY

Committee Response to 2016 Advisory Vote on Executive Compensation. We have a strong track record of engaging with stockholders and responding to the feedback received. At the 2016 Annual Meeting, our executive compensation program received the support of approximately 62% of the votes cast. Acknowledging our vote result and in line with our commitment to ongoing stockholder engagement, during the spring of last year we solicited feedback from our top stockholders representing approximately 62% of the Company’s outstanding common stock. In the fall we again solicited feedback from stockholders representing approximately 60% of the Company’s outstanding common stock. See page 36 for more details on our active engagement with stockholders.		WHERE TO FIND IT
		•		executive summary; Executive Summary		30

•

our pay-for-performance philosophy and practices; Stockholder Engagement

36

•

how we make compensation decisions; Governance Practices

36

•

elements of our compensation program; and Performance-Based Annual Cash Incentives

39

	•		analysis of 2013 compensation actions. Equity Compensation		44
			Retirement Benefits		50
			Perquisites		51

EXECUTIVE SUMMARY

TheBased on specific feedback expressed by stockholders during our outreach efforts, the Compensation Committee believes that Anadarko achieved exceptional operational(referred to in this section of the proxy statement as the Committee) commissioned FW Cook, the Committee’s executive compensation consultant, to develop and financial performancepresent a thorough analysis outlining various design alternatives in 2013, as it has done overresponse to stockholder concerns. The Committee sought an appropriate balance to best serve the last several years. This performance has not, however, been reflectedinterests of our stockholders while continuing to attract and retain the talent necessary to achieve the Company’s strategic goals, taking into account standards in our stock performance, which we believe is largely as a result of uncertainty relatedindustry and peer group, along with appropriate decisions for our business. Following multiple meetings with FW Cook and management and extensive discussions regarding the merits and issues associated with various design alternatives, the Committee approved the following changes to the Tronox Adversary Proceeding (described below). Our delivery of executive compensationAIP for 2013 reflects these factors — while payouts under the Annual Incentive Plan were above target, reflecting strong annual performance, the value of long-term equity awards (representing more than 75% of target total compensation) decreased as a result of lower stock price performance.2017 in response to stockholder feedback:

Operational and Financial Performance. Anadarko is among the world’s largest independent exploration and production companies, with approximately 2.8 billion barrels of oil equivalent of proved reserves at December 31, 2013. Our asset portfolio is aimed at delivering long-term valueAIP Enhancements in Response to stockholders by combining a large inventory of development opportunities in the U.S. onshore with high-potential worldwide offshore exploration and development activities.Stockholder Feedback

The Company’s 2013 performance continued the trend over the last several years of delivering consistent high-quality additions of proved reserves, increasing year-over-year margins, increasing year-over-year sales volumes, and allocating capital efficiently, all while maintaining a strong safety record. Achieving these key business objectives is fundamental to delivering superior returns for our stakeholders over time. Specific achievements included:

 

	•
What We Heard		Continued Volumes Growth.  The Company achieved record sales volumes in 2013, representing a 7% year-over-year increase of daily sales volumes.

	•What We Did		Continued Reserve Growth.  The Company added over 500 million barrels of proved reserves replacing 194% of its productionWhy
A desire for structural changes in 2013 before the effects of price revisions, at very competitive costs. Year-end proved reserves were approximately 2.8 billion BOE, representing a 9% increase over 2012.

•our AIP design

Sustained Exploration Success.  The Company continued its exploration success with an industry-leading deepwater exploration/appraisal success rate of approximately 67% in 2013, which provides resourcesReduced the cap for each AIP performance goal payout from 275% to 200% for both the 2016 and optionality for strategically managing the Company’s portfolio.

•2017 AIP

Active Portfolio Management.  The Company continued to demonstrate its focus on and commitment to active portfolio management, including a property exchangeProvides balance in the Wattenberg fieldoverall payout curve and an acquisitionmore evenly balances the weighting of additional working interests in the Moxa area of Wyoming. The Company also announced approximately $4.5 billion of asset monetization transactions during the year through carried-interest arrangements, divestitures and exploration farm-outs, which accelerate value, reduce execution risk and enhance returns without leveraging the balance sheet.performance goals, preventing a higher bonus payout for strong achievement on only a few goals

•

AdvancementFlattened the payout curve on the Reserve Additions and Capital Expenditures performance goals by requiring a wider range of Mega-Projects.  The Company achieved first production from all three facilities atperformance to exceed target

Reduces the El Merk complexvolatility and unpredictability of outcomes in Algeria, successfully sanctioned the TEN (Tweneboa, Enyenra,setting target performance and requires higher absolute performance to achieve above target payout

 

 

30

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Compensation Discussion and Analysis

 

 

 

	Ntomme) complex offshore Ghana
What We Heard		What We Did		Why
The AIP should include a financial goal		Added an additional financial goal, Cash Operating Income/BOE, with a weighting of 25%		Addresses stockholder requests for the AIP to include financial performance and further aligns AIP goals with stockholders’ interests; Defined as operating income (loss) plusnon-cash items as reflected on the Heidelberg project inStatement of Cash Flows (limited to thosenon-cash items used to derive operating income), divided by sales volumes for the deepwater Gulfyear
More transparency regarding goal setting process		Enhanced the disclosure regarding the rigorous process utilized to develop strategic AIP performance goals		Better illustrates the strategic alignment of Mexico,the budget, which is tied to the current commodity-price environment, and successfully installed the Lucius spar on location in the Gulf of Mexico. resulting AIP performance goals

For a full discussion of the AIP and the results for 2016, see pages 39 - 44.

Reduction to Severance Payout Multiple. The Committee also modified the form ofchange-of-control contract used for newly appointed executive officers, whether or not they were subject to an existing agreement prior to their appointment, in order to reduce the severance multiple from 2.9 to 2.5 and to implement other changes. The Company entered into these newchange-of-control contracts with Messrs. Ingram and Leyendecker. The key employeechange-of-control contracts are discussed in more detail beginning on page 52.

Operational and Financial Accomplishments in 2016. The Company successfully managed through the challenging commodity environment of recent years. It took certain steps during 2016 in order to position the Company for growth and value appreciation as the commodity price environment improves. These included:

delivering strong sales volume performance representing 3% growth (on an acquisition and divestiture adjusted basis) while investing nearly 50% less capital than 2015, largely driven by high-margin opportunities in core assets in the DJ and Delaware basins as well as Algeria, and an ongoing portfolio shift towards higher margin crude oil production;

continuing to high-grade the portfolio by closing more than $4 billion of asset divestitures during the year and announcing transactions for the sale of an additional $3.5 billion innon-core assets to close in the first half of 2017;

completing a successful strategic acquisition of deepwater Gulf of Mexico assets, which doubled the Company’s production in the Gulf of Mexico and is expected to generate substantial future free cash flow that the Company plans to deploy to accelerate the development of core assets in the Delaware and DJ basins, which was attractively

 

	•
		Exceptional Safety Performance.  The Company’s safety performance in 2013 was the best in the Company’s history. This record performance demonstrates the Company’s safety-oriented culture and continuing commitment to safety across the organization.	31

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Compensation Discussion and Analysis

 

•		Doubled Quarterly Dividend.  In August 2013, financed through the Board increasedissuance of common stock that was favorably received by the quarterly dividend paid to its common stockholders from 9 cents per share to 18 cents per share.market;
•      significantly enhancing liquidity and balance sheet strength by reducing net debt; and
•      implementing actions which reduced the Company’s cost structure by approximately $800 million annually.

In addition to these achievements, during 2013 Anadarko was once again recognized by various independent organizations forThese accomplishments improve the Company’s leadership, innovation and environmental stewardship in its operating areas. For example, based on our ability to find, develop and produce onshore resources Wood Mackenzie identified Anadarkodeliver strong performance in a December 2013 studyvolatile commodity environment for price discovery and provide a greater line of sight to future growth as the top company in our industry for creating value from U.S. onshore resources. Additionally, we received the 2013 Platts Global Energy Award for E&P Leadership, the Oil Council’s Large Cap Company of the Year and the Colorado Oil & Gas Conservation Commission’s Technology Application/Community Relations/Local Government Coordination Award. For a full list of Anadarko’s awards and recognitions see http://www.anadarko.com/Responsibility/Pages/AwardsRecogniton.aspx.industry’s fundamental outlook improves.

Stock PriceTSR Performance. Our relative total stockholder return (TSR) for 2013 does not reflect the Company’s exceptional operational and financial performance. We believe this apparent disconnect is largely due to the ongoing litigation relating to the Tronox Adversary Proceeding, including the issuance of a Memorandum of Opinion, After Trial in December 2013 by the U.S. Bankruptcy Court for the Southern District of New York in which the court found Kerr-McGee Corporation, a subsidiary acquired by theThe Company in 2006, liable for fraudulent transfer in connection with a 2002 internal corporate restructuring of Kerr-McGee and the 2005 initial public offering of Tronox Incorporated, a subsidiary of Kerr-McGee. For additional information regarding the nature and status of the Tronox Adversary Proceeding, seeNote 17 — Contingencies—Tronox Litigation in the Notes to Consolidated Financial Statements under Item 8 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2013. While the Company’s TSR performance relative to our peers ranked in the top quartile for the three-year periods ending in 2011 and 2010, we believe uncertainty related to the Tronox Adversary Proceeding has adversely affected the Company’shad strongtop-quartile stock price performance for bothduring 2016, driving an absoluteone-year Total Stockholder Return (TSR) of the three-year periods ending in 2012 and 2013. For 2010-2012,close to 44%. This TSR performance relative toplaced us fourth within our peers was in the third quartile and for 2011-201312 company peer group at year end. On a three-year basis, our TSR performance was in the fourth quartile.top half of our peer group.

Copyright^© 2017 Standard & Poors, a division of S&P Global. All rights reserved.

ImpactPay For Performance. The Committee believes that the Company’s executive compensation programs are appropriately designed to pay for performance and align the executive officers’ interests with those of 2013 Company Performancestockholders. As demonstrated in the charts on Executive Compensation

We have structured our cash and equity-based compensation program to position more than 85%page 37, the vast majority of our executive officers’ target total compensation opportunity is delivered inat-risk compensation components tied to the achievement of short- and long-term performance criteria aligned with our business objectives. Long-term incentives combine performance units, stock optionsFor 2016, the payouts under ourat-risk programs were as follows:

Long-Term Equity Based Incentives — The executive officers earned 128% payouts (out of a maximum 200%) based on second-quartile TSR performance for the three-year performance period ended December 31, 2016. See page 44 for more details regarding our performance units.

Annual Incentive Program — As a result of the Company’s strong operating and financial performance in 2016 despite the challenging commodity markets, the executive officers were awarded above-target bonuses equivalent to a 158% performance score to recognize their successful execution of the Company’s strategic goals.

32

Compensation Discussion and restricted stock unitsAnalysis

The AIP is directly tied to provide a compensation opportunity aligned with the Company’s annual budget. The budget is driven to a large degree by the prevailing market price for oil and natural gas, which we do not control or influence. The Company is committed to investing within cash flow over a multi-year period and commodity prices impact our cash inflows more than any other single variable. Considering the relatively weak commodity market environment facing the Company during our budgeting process for 2016 and its impact on our expected cash inflows, the Board approved a 2016 budget that was nearly 50 percent lower than actual 2015 capital investment and almost 70 percent lower than 2014. The overarching goal was to preserve stockholder value for a time when the Company could achieve better returns as commodity prices improved, thereby preserving and ultimately enhancing stockholder value over the long term. The Committee believes that structuring incentive programs to simply reward increased absolute performance on operational goals does not support our long-term stockstrategy nor does it necessarily drive strong returns for our stockholders.

Because of the Company’s significantly reduced budget for 2016 and asset sales during 2015, the Committee approved performance delivered through awardstargets that are performance-basedwere challenging in absolute and relative terms, whilethe prevailing commodity-price environment but were also encouraging retention.lower than actual performance compared to the prior year. Setting 2016 performance goals that were numerically lower than actual 2015 performance does not indicate a lack

			31 33

Compensation Discussion and Analysis

Theof rigor; instead, it reflects the realities of a challenging commodity-price environment and a focus on preserving stockholder value in the near term to increase long-term stockholder returns.

See pages 39 - 44 for a full discussion of the AIP and the results for 2016.

CEO Realized Pay. Consistent with our pay-for-performance philosophy, 91% of the CEO’s total direct compensation is at-risk. Accordingly, the value that is intended to be received by the CEO is aligned with the Company’s excellentactual operational and financial performance, was reflectedincluding absolute and relative stock-price performance. The value actually received by the CEO can differ substantially from the grant date values required to be reported in above target payouts under the AIP:Summary Compensation Table (SCT) and related proxy tables. To illustrate the actual difference between compensation reported in the SCT and the actual pay realized by the CEO in 2014, 2015 and 2016, the chart below compares reported pay and realized pay during those years. The chart compares each direct compensation element comprised of: Salary; Non-Equity Incentive Plan Compensation; and Stock Awards and Option Awards (performance units, restricted stock units and non-qualified stock options). The reported pay column in the chart depicts the data reported in the 2016 SCT and related proxy tables, while the realized pay column depicts the actual value received (or vested) by the CEO in each year. The calculation for realized pay for purposes of this chart is more fully described and calculated in the table below.

CEO Compensation - Reported Pay vs. Realized Pay

The Company’s lagging stock price performancefollowing table illustrates the calculations used to determine the differences between the amount reported in 2013, however, resultedthe 2016 SCT and the amount actually realized, or received, by the CEO in below target payouts2016 for each of the performance units payable for the performance periods 2011-2013following direct compensation elements: Salary; Non-Equity Incentive Plan Compensation; and 2012-2013.Long-Term Incentive Awards (Stock Awards and Option Awards):