Skip to main content

HALLIBURTON CO

For the period ended Apr 1, 2025. Filed Apr 1, 2025.

View on SEC.gov

About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Apr 1, 2025 · Filed Apr 1, 2025

HAL$31.84-0.3%Stored close · as of Nov 6, 2026
See the whole filing, with its images and exhibits
Contents

Cover page

Show cover page

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant☒

Filed by a Party other than the Registrant☐

Check the appropriate box:

☐Preliminary Proxy Statement
☐Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒Definitive Proxy Statement
☐Definitive Additional Materials
☐Soliciting Material under §240.14a-12

HALLIBURTON COMPANY

(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 all boxes that apply):

☒No fee required
☐Fee paid previously with preliminary materials
☐Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

To Our Valued Shareholders

Fellow Shareholders:

On behalf of our Board of Directors, management team, and approximately 48,000 employees, thank you for your

investment in Halliburton.

In 2024, as a result of our clear strategy, collaboration, and focus on execution, we delivered full-year total company revenue

of $22.9 billion dollars. Our international business grew for the fourth year in a row with 6% year over year growth. Our North

America business declined 8% year over year, but outperformed rig count and completion activity. Additionally, in line with

our commitment to return cash to shareholders, we distributed approximately $1.6 billion in the form of dividends and stock

repurchases.

Energy plays a critical role in economic growth and prosperity, and in 2024, oil and gas consumption reached record highs.

As we enter 2025, the fundamentals for our business remain strong. Our team is focused on our strategy to deliver profitable

international growth, maximize value in North America, increase capital efficiency, deploy digital and automation solutions,

and advance cleaner, affordable energy.

Internationally, while the overall market is expected to be flat in 2025, we have the footprint, leading technology, and clear

strategy that give Halliburton unique opportunities to grow in 2025 and beyond. In North America, our strategy to maximize

value has proven to deliver strong profitability and returns, and our continued investment in technologies that lower total

costs and improve productivity and recovery, coupled with our reliable execution, make Halliburton the leader in this market.

Our value proposition – to collaborate and engineer solutions to maximize asset value for our customers – positions us to

capitalize on these opportunities and outpace our competition.

Your vote is important regardless of how many shares you own. We invite you to attend our Annual Meeting on May

21, 2025, at our corporate office in Houston, Texas. Whether or not you are able to join us in person, please review the

proxy materials and vote as soon as possible. You may vote by phone, online, or if you received a paper proxy, through the

mail. See the Notice of Annual Meeting for instructions on how to vote.

On behalf of the Board of Directors, thank you for your confidence in Halliburton.

Sincerely,

Jeffrey A. MillerChairman, President and CEORobert A. MaloneLead Independent Director
iiHALLIBURTON2025 Proxy Statementwww.halliburton.com

Table of Contents

Letter from the Chairman, President and CEO and Lead Independent Directori
Notice of Annual Meeting of Shareholders1
Proxy Statement Summary2
2024 Strategic Priorities2
2024 Performance Overview2
Our 2025 Board Nominees3
Our 2024 Named Executive Officers3
Our Executive Compensation Program4
Our Year-round Shareholder Engagement5
Corporate Governance6
Corporate Governance Guidelines and Committee Charters6
Code of Business Conduct6
Related Persons Transactions Policy6
Insider Trading Policies7
The Board of Directors and Standing Committees of Directors7
Board Leadership7
Board and Committee Oversight8
Members of the Committees of Our Board of Directors10
Board Attendance10
Evaluation of Board and Director Performance11
Shareholder Nominations of Directors11
Qualifications of Directors12
Board Refreshment12
Shareholder Engagement14
Communication to the Board14
Proposal No. 1 Election of Directors15
Information about Nominees for Director17
Directors’ Compensation28
Directors’ Fees28
Directors’ Equity Awards28
Directors’ Deferred Compensation Plan28
Directors’ Stock Ownership Requirements29
Director Clawback Policy29
2024 Director Compensation30
Stock Ownership Information32
Delinquent Section 16(a) Reports32
Stock Ownership of Certain Beneficial Owners and Management32
Proposal No. 2 Ratification of Selection of Principal Independent Public Accountants34
Audit Committee Report35
Fees Paid to KPMG LLP36
Proposal No. 3 Advisory Approval of Executive Compensation37
Compensation Committee Report37
www.halliburton.comHALLIBURTON2025 Proxy Statementiii
Compensation Discussion and Analysis38
Shareholder Outreach and Board Activity39
Straight from the Boardroom: Talking with Murry S. Gerber40
2024 CEO Compensation Overview41
2024 Performance Overview44
The Foundation of Our Executive Compensation Program47
Setting Executive Compensation49
2024 Executive Compensation Outcomes in Detail52
Other Executive Benefits and Policies59
Executive Compensation Tables63
Summary Compensation Table63
Supplemental Table: All Other Compensation64
Grants of Plan-Based Awards in Fiscal 202466
Outstanding Equity Awards at Fiscal Year End 202467
2024 Option Exercises and Stock Vested68
2024 Nonqualified Deferred Compensation69
Employment Contracts and Change-in-Control Arrangements70
Post-Termination or Change-in-Control Payments71
Equity Compensation Plan Information74
Pay Versus Performance75
CEO Pay Ratio81
General Information82
Additional Information83
Involvement in Certain Legal Proceedings83
Advance Notice Procedures and Shareholder Proposals83
Proxy Solicitation Costs83
Other Matters84
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.