8-KThe WireRoutine
Shareholder Vote
Filed May 19, 2023 · 3y ago · Accession 0000045012-23-000030
Plain English
Material event — a significant development the company must disclose promptly.
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Filing text
View original ↗UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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 17, 2023
HALLIBURTON COMPANY
(Exact name of registrant as specified in its charter)
Delaware
001-03492 75-2677995
(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)
3000 North Sam Houston Parkway East, Houston, Texas 77032
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: ( 281 ) 871-2699
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:
☐ 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 5.07. Submission of Matters to a Vote of Security Holders.
On May 17, 2023, Halliburton Company (“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 2023;
3. An advisory approval of executive compensation;
4. An advisory vote on the frequency of future advisory votes on executive compensation;
5. A proposal for approval of an amendment to the Certificate of Incorporation regarding officer exculpation; and
6. A proposal for a pproval of miscellaneous amendments to the Certificate of Incorporation.
A majority of the votes cast on the frequency of future advisory votes on executive compensation proposal were in favor of holding an advisory vote on executive compensation every year. Our Board of Directors decided that Halliburton will continue to include an advisory vote on executive compensation every year in its future proxy materials.
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 663,026,343 35,811,002 715,130 88,349,537
W.E. Albrecht 671,890,312 26,983,560 678,603 88,349,537
M.K. Banks 695,027,690 3,849,840 674,945 88,349,537
A.M. Bennett 626,872,919 71,928,366 751,190 88,349,537
M. Carroll 570,051,216 128,785,519 715,740 88,349,537
E.M. Cummings 674,783,317 23,992,402 776,756 88,349,537
M.S. Gerber 571,322,257 127,516,166 714,052 88,349,537
R.A. Malone 643,663,127 55,195,643 693,705 88,349,537
J.A. Miller 649,295,218 49,132,862 1,124,395 88,349,537
B.V. Patel 683,319,934 15,454,819 777,722 88,349,537
M.S. Smith 685,242,038 13,584,864 725,573 88,349,537
J.L. Weiss 697,091,910 1,805,534 655,031 88,349,537
T.M. Edwards Young 679,007,594 19,862,780 682,101 88,349,537
2 Ratification of the selection of auditors: The proposal to ratify the appointment of KPMG LLP as the independent auditors of Halliburton for 2023 was approved.
For 732,988,081
Against 53,955,716
Abstain 958,215
Broker Non-Votes N/A
3 Advisory approval of executive compensation: The advisory resolution to approve Halliburton’s executive compensation as described in the proxy statement was approved.
For 550,741,516
Against 147,694,007
Abstain 1,116,952
Broker Non-Votes 88,349,537
4 Proposal for advisory vote on the frequency of future advisory votes on executive compensation: Shareholders expressed a preference for an annual advisory vote on Halliburton’s executive compensation.
I Year 685,826,533
2 Years 1,406,389
3 Years 11,374,293
Abstain 945,260
Broker Non-Votes 88,349,537
5 Proposal for approval of an amendment to the Certificate of Incorporation regarding officer exculpation: The proposal to approve an amendment to the Certificate of Incorporation regarding officer exculpation was approved.
For 616,386,378
Against 81,740,342
Abstain 1,425,755
Broker Non-Votes 88,349,537
6 Proposal for approval of miscellaneous amendments to the Certificate of Incorporation: The proposal to approve miscellaneous amendments to the Certificate of Incorporation was approved.
694,078,638
4,097,999
1,375,838
88,349,537
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 19, 2023
By:
/s/ Bruce A. Metzinger
Bruce A. Metzinger
Vice President, Public Law and Assistant Secretary
Filing details
- Company
- HALLIBURTON CO
- Ticker
- HAL
- CIK
- 45012
- Form type
- 8-K
- Filing date
- May 19, 2023
- Report date
- May 17, 2023
- Document
- hal-20230517.htm
- Size
- 213 KB