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Executive Change · Shareholder Vote

Filed May 22, 2020 · 6y ago · Accession 0000045012-20-000072

Plain English

Material event — a significant development the company must disclose promptly.

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549       FORM 8-K       CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported):  May 19, 2020       HALLIBURTON COMPANY (Exact Name of Registrant as Specified in Its Charter)       Delaware (State or Other Jurisdiction of Incorporation ) 3000 North Sam Houston Parkway East Houston , Texas 77032 (Address of Principal Executive Offices) 001-03492 No. 75-2677995 (Commission File Number) (IRS Employer Identification No.)  ( 281 ) 871-2699 (Registrant’s Telephone Number, Including Area Code) Not Applicable (Former Name or Former Address, if Changed Since Last Report)       Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):   ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)     ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)     ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))     ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))     Securities registered pursuant to Section 12(b) of the Act:   Title of each class Trading Symbol Name of each exchange on which registered   Common Stock, par value $2.50 per share HAL New York Stock Exchange     Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).         Emerging growth company ☐   If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐       INFORMATION TO BE INCLUDED IN REPORT Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers On May 19, 2020, Halliburton held its Annual Meeting of Shareholders.  At the Annual Meeting, shareholders approved the Halliburton Company Stock and Incentive Plan, as amended and restated effective February 11, 2020, to increase the number of common shares of the company available for issuance under the Plan by 16 million shares and to add net operating profit after taxes and asset turns as potential performance criteria with respect to performance awards. For a description of the principal terms of the Plan, see “Proposal No. 4: Proposal to Amend and Restate the Halliburton Company Stock and Incentive Plan” in Halliburton’s proxy statement dated April 7, 2020 for the Annual Meeting, which description is incorporated herein by reference. A copy of the Plan is filed as Exhibit 10.1. Item 5.07.   Submission of Matters to a Vote of Security Holders. On May 19, 2020, Halliburton held its Annual Meeting of Shareholders.  Shareholders were asked to consider and act upon: (1) The election of Directors; (2) Ratification of the appointment of KPMG LLP as independent public accountants to examine the financial statements and books and records of Halliburton for the year 2020; (3) Advisory approval of executive compensation; and (4) A proposal to amend and restate the Halliburton Company Stock and Incentive Plan. The voting results for each matter are set out below. 1. Election of Directors:         Name of Nominee For Against Abstain Broker Non-Votes     A.F. Al Khayyal 556,233,634   40,075,585   1,191,411   122,675,168     W.E. Albrecht 548,129,497   48,229,646   1,141,487   122,675,168     M.K. Banks 593,368,040   2,976,797   1,155,793   122,675,168     A.M. Bennett 579,326,230   17,027,056   1,147,344   122,675,168     M. Carroll 573,271,628   23,051,799   1,177,203   122,675,168     N.K. Dicciani 548,519,679   47,736,556   1,244,395   122,675,168     M.S. Gerber 579,901,313   16,426,673   1,172,644   122,675,168     P.H. Hall 588,665,394   7,635,395   1,199,841   122,675,168     R.A.Malone 538,981,568   57,350,873   1,168,189   122,675,168     J.A.Miller 567,753,517   28,215,923   1,531,190   122,675,168 2. Ratification of the selection of auditors:         For 703,819,273     Against 13,714,478     Abstain 2,642,047     Broker Non-Votes 0                 3. Advisory approval of executive compensation:     For 539,591,445     Against 56,286,535     Abstain 1,622,650     Broker Non-Votes 122,675,168                 5. Proposal to amend and restate the Halliburton Company Stock and Incentive Plan:     For 560,959,281     Against 35,114,506     Abstain 1,426,843     Broker Non-Votes 122,675,168   Item 9.01 Financial Statements and Exhibits. (d) Exhibits         Exhibit No.      Description     10.01 Halliburton Company Stock and Incentive Plan, as amended and restated effective February 11 , 2020 (incorporated by reference to Appendix A of Halliburton's proxy statement filed April 7, 2020, File No. 001-03492). SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.   HALLIBURTON COMPANY             Date:    May 22, 2020 By:  /s/ Bruce A. Metzinger     Bruce A. Metzinger     Vice President, Public Law and Assistant Secretary
Filing details
Ticker
HAL
CIK
45012
Form type
8-K
Filing date
May 22, 2020
Report date
May 19, 2020
Document
8kannualmeetingresults.htm
Size
195 KB