This excerpt taken from the COP DEF 14A filed Apr 3, 2006.
ConocoPhillips has already adopted a policy related to majority voting.
Our Board of Directors has adopted a policy related to majority voting for director elections (our Policy), which provides that any nominee for Director who receives a greater number of votes withheld from his or her election than votes for his or her election will promptly tender his or her resignation to the Chairman of the Board following certification of the shareholder vote. The complete text of our Policy is set out in Section 11 of our Corporate Governance Guidelines. The Board believes our Policy provides substantial and adequate means to deal with the failure of a nominee to receive a majority of votes cast for election.