UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.     )

Filed by the Registrant  x                             Filed by a Party other than the Registrant  ¨

Check the appropriate box:

APACHE 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):

2015 INVESTOR UPDATE GOVERNANCE AND COMPENSATION UPDATE

2 Strengthened North American profile while maintaining fiscal responsibility after oil price decline Oil Prices throughout 2014 (USD) 2014-2015: TRANSITIONAL YEARS FOR APACHE Company Highlights Continued transition to becoming a premier North American onshore resource E&P company through strategic divestment of material non-core assets, driving down costs, drilling more productive wells, and continuing to mature several resource plays Divested or announced sales of over $8 billion of non-core assets since the beginning of 2014 Increased North American onshore liquids production by 17% in 2014 Liquids production in 2014 averaged 387 Mboe/d, with crude oil representing 83% of total liquids production Nov ‘14: Announced sale of non-core southern Louisiana and Anadarko basin oil and gas assets Jan – May ‘15: CEO transition period to complete strategic initiatives Independent Chairperson role is adopted effective May 2 Feb ‘15: Established Executive Termination Policy June ’14: Completed sale of     Gulf of Mexico Deepwater Developments for $1.4 billion Apr ‘15: Completed sale of LNG  projects in Australia and Canada, delivering $3.7B in cash Jan ‘15: New CEO and CFO chosen by Board $47.76 JAN 14 APR 14 JUL 14 DEC 14 $106.77 $107.76 $95.14 Repurchased 21.0 million shares in 2014, reducing share count by 5.3%

2014 COMPENSATION PROGRAM OVERVIEW 3 Mr. Farris’ long-term compensation is separated into equal thirds between TSR Shares, Performance Shares, and RSUs TSR shares are tied to performance relative to peers over rolling three-year periods, are adjusted in relation to performance, and vest equally over two years following the performance period Performance shares use the operational metrics in the annual incentive bonus plan to measure performance The Board implemented a set of detailed, objective metrics to measure and reward annual performance Annual bonus payouts are based on achievement of corporate performance, which consists of corporate objectives (weighted 70%) and management objectives (weighted 30%) CEO Farris did not receive a bonus for 2014 Annual Incentive Metrics Weight 70% Proforma Production Growth Per Share of 5% 15% Replace 115% of 2014 production through E&D adds 15% Maximize Cash Flow per Barrel Sold through Cost Mgmt 15% 15% After Tax Rate of Return on 2014 Drilling Program 15% Health, Safety, Security, and Environmental 5% Strategic Goals* 35% 30% Management objectives - *Goals include Rationalize Apache’s interest in LNG; Sell non-core properties; Manage Australia 2014 long-term projects to deliver production; and Reduce onshore drilling and completion costs and increased EURs by 10% across North America horizontal drilling plays Long-Term Compensation Components Annual Incentive Bonus 66.7% Performance-based Compensation 33.3% Time-based Compensation

4 In response to shareholder feedback, the Board has continued to improve our compensation program to best align it with investor interests and business performance SIGNIFICANT PROGRAM CHANGES Increased percentage of equity grants that are performance related from 35% to 50% for CEO Reduced maximum TSR payout from 250% to 200% of target Formalized company policy on double-trigger requirement for accelerated vesting Added a new independent director to the MD&C Committee Eliminated all tax gross ups for executive-only benefits Pre-2013 Improvements Continued to increase target percentage of performance-based equity awards from 50% to 67% for CEO at beginning of 2014 Implemented TSR share program maximum payout limits at target for performance periods with negative absolute TSR Ended granting of stock options for CEO CEO Pay Mix Pre-2013 2014 2014-2015 Improvements 35% 30% 35% 33% 67% Time-based shares Time-based options Performance shares

2014-2015 LEADERSHIP TRANSITION 5 27 years with Apache Corporation; 13 Years as CEO Retired on January 20, 2015 Agreed to remain as Chairperson until May 1, 2015 Over 17 years with Apache Corporation; 12 years in executive positions of increasing responsibility Vice President of Apache’s largest North American region prior to becoming COO for North America Became CEO on January 20, 2015 Bachelor of Science in Petroleum Engineering from the Colorado School of Mines Masters of Business Administration from Southern Methodist University G. Steven Farris Retires After 27 Years John J. Christmann, IV Promoted to CEO Farris will remain available to Apache for 36 months to fulfill several duties in the transition John Lowe is now the Board’s independent  Chairperson

COMPENSATION FOR A SMOOTH TRANSITION 6 Though Mr. Farris’ consulting and transition agreement is structured over three years, his overall payout level is consistent with comparable companies: *Equilar surveyed CEO separations, excluding Change in Control, within Fortune 300 and/or S&P 300 companies since 2010 for CEOs with a minimum tenure of four years Components of Retirement Agreement Current base salary ($1.75M) for 3 years Payments of $2.63M for 3 years (equal to target bonus) $1.4M cash severance payment Continued vesting of equity Potential cash payments following 2015 – 2017, equaling market value of shares under TSR program if targets are achieved RSUs to be paid out under the 2014 Business Performance Share program in 2016 and 2017 95% of components were governed under existing agreements and practices, half of which were governed by Mr. Farris’ 1988 employment agreement, and half of which were governed by Apache’s legacy severance practices discontinued in February 2015 Remained as Chairperson of the Board until May 1 in order to close key strategic divestments in Australia and Canada Australia and Canada LNG exits will help Apache re- focus on its core assets in order to drive growth Available to provide advisory and consulting services to the company over the next three years Subject to certain non-competition, non-solicitation, confidentiality, non-disparagement, and non-disclosure restrictions; agreed to release Apache from liability in relation to time as employee The consulting and transition agreement entered into by Mr. Farris enables Apache to change leadership quickly, efficiently, and without disruption Average Total Separation Payment* Apache Total Separation Payment $26.9M $27.2M

CEO’s ongoing compensation falls between the 25 th and 50 th percentile of peer group Base Salary – $1,100,000, effective January 20, 2015 (date of appointment); 37% decrease from prior CEO Target Bonus – 130% of base salary; 20% decrease from prior CEO Long-Term Compensation – Eligible for 2015 program; accounting for 78% of total compensation. 60% of target annual awards will be comprised of performance shares. Promotional Award – One-time award of 50,000 restricted stock units was made on February 18, 2015; Mr. Christmann is required to hold 60% of the RSUs that vest each year until retirement or termination Termination Provisions – based on new Executive Termination Policy adopted February 2015 CEO Employment is “at will” – all employees, including CEO, do not have employment contracts CEO compensation at Apache will continue to be performance-based and representative of shareholder interests 7 COMPENSATION FOR NEW CEO Mr. Christmann’s compensation is market-based and closely aligns to company performance

SOUND COMPENSATION AND GOVERNANCE PRACTICES 8 Significant Increase in Variable Awards for CEO 96% favorable say-on-pay vote in 2014 Stock ownership requirements Double-triggers for accelerated vesting Anti-Hedging/Pledging Policy Significant negative discretion exercised by the compensation committee No tax gross-ups for NEOs No employment contracts going forward No repricing of options without shareholder approval Elected first Independent Chairperson in company’s 61-year history, effective May  2015 Supported proxy access rights for shareholders at investor-friendly 3%/3 year ownership threshold Majority vote standard for director elections Special Meetings may be called with 15% shareholder support 7 out of 11 directors joined the Board since 2011; Average Board tenure now 7 years Responsiveness to shareholder feedback No Poison Pill The Board has implemented market-leading governance practices in direct response to our shareholders’ feedback, including supporting proxy access with 3%/3 year threshold Please vote FOR the Company’s 2014 non-binding advisory vote on executive compensation in light of the Company’s strong compensation and governance practices as well as responsiveness to shareholder feedback Compensation Practices Corporate Governance

APPENDIX 9

APACHE CORPORATION BUSINESS OVERVIEW 10 Apache is an independent energy company that currently explores for, develops, and produces natural gas, crude oil, and natural gas liquids in the US, Canada, Egypt, Australia, and the UK North Sea Four Strategic Goals Guide Apache’s Long- Term Growth Rigorous Portfolio Management Conservative Capital Structure Rate of Return Focus Continuous Improvement in Operating and Capital Efficiency Apache Operates in Five Regions United States: 45% of production and 52% of proved reserves Canada: 12% of production and 17% of proved reserves UK North Sea: 11% of production and 6% of proved reserves Egypt: 23% of production and 12% of proved reserves Australia: 9% of production and 13% of proved reserves Four Main Types of Commodities are Produced by Apache North America oil and liquids: 33% of production International oil and liquids: 27% of production North America natural gas: 24% of production International natural gas: 16% of production Regional Revenue Mix From Continuing Operations Note: All data is for FY2014 North America 50% International 50%