This excerpt taken from the APA DEF 14A filed Mar 30, 2007.
Recommendation and Required Affirmative Vote
The Board of Directors recommends that stockholders vote FOR the approval of the proposed Apache 2007 Omnibus Equity Compensation Plan. Because each of Apaches directors and executive officers will be eligible to receive Awards under the proposed plan, each of the directors and executive officers of Apache has an interest in, and may benefit from, the adoption of the proposed plan.
The affirmative vote of the holders of a majority of the shares of the Companys common stock voted, in person or by proxy, and entitled to vote at the 2007 annual meeting is required to approve the 2007 Plan. The 2007 Plan and any awards granted thereunder are conditional upon and of no force or effect unless the 2007 Plan receives approval by the requisite vote of stockholders.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE PROPOSED 2007 OMNIBUS EQUITY COMPENSATION PLAN.