HALLIBURTON CO
For the period ended Mar 31, 2026. Filed Mar 31, 2026.
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Mar 31, 2026 · Filed Mar 31, 2026
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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:
Thank you for your continued confidence in Halliburton. On behalf of our Board of Directors, management team, and more
than 46,000 empl oyees worldwide, we appreciate your investment.
In 2025, Halliburton delivered solid results through clear strategy and disciplined execution. We generated$22.2 billion in
total company revenue. We achieved another year of strong free cash flow through cost and capital discipline. We returned
$1.6 billion, or nearly 85% of our free cash flow, to shareholders in dividends and share repurchases, underscoring our
priority to return cash to shareholders.
We see a strong future for our business. We expect oil and gas will remain essential in the global energy mix for decades to
come. The shift from idealism to pragmatism reflects reality and creates opportunity. Our strategy is clear: deliver profitable
international growth, maximize value in North America, increase capital efficiency, deploy digital and automation solutions,
and advance a sustainable energy future.
In all markets, our value proposition–to collaborate and engineer solutions to maximize asset value for our customers–
enables us to deliver leading returns and capitalize on future growth opportunities. In international markets, our technology
performs, and our growth engines provide a clear line of sight to outgrow the market. In North America, we will maximize
value by prioritizing returns and by deploying differentiated technologies that solve for our customers’ greatest opportunities.
Your vote is important regardless of how many shares you own. We invite you to attend our Annual Meeting on
May 20, 2026, 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 of the Board, President and CEO | Robert A. MaloneLead Independent Director |
|---|
| ii | HALLIBURTON | 2026 Proxy Statement | www.halliburton.com |
|---|
Table of Contents
| Letter from the Chairman, President and CEO and Lead Independent Director | i |
|---|---|
| Notice of Annual Meeting of Shareholders | 1 |
| Proxy Statement Summary | 2 |
| 2025 Strategic Priorities | 2 |
| 2025 Performance Overview | 2 |
| Our 2026 Board Nominees | 3 |
| Our 2025 Named Executive Officers | 3 |
| Our Executive Compensation Program | 3 |
| Our Year-round Shareholder Engagement | 5 |
| Corporate Governance | 6 |
| Corporate Governance Guidelines and Committee Charters | 6 |
| Code of Business Conduct | 6 |
| Related Persons Transactions Policy | 6 |
| Insider Trading Policies | 7 |
| The Board of Directors and Standing Committees of Directors | 7 |
| Board Leadership | 7 |
| Board and Committee Oversight | 8 |
| Members of the Committees of Our Board of Directors | 11 |
| Board Attendance | 12 |
| Evaluation of Board and Director Performance | 13 |
| Shareholder Nominations of Directors | 13 |
| Qualifications of Directors | 14 |
| Board Refreshment | 15 |
| Shareholder Engagement | 18 |
| Communication to the Board | 18 |
| Proposal No. 1 Election of Directors | 19 |
| Information about Nominees for Director | 21 |
| Directors’ Compensation | 33 |
| Directors’ Fees | 33 |
| Directors’ Equity Awards | 33 |
| Directors’ Deferred Compensation Plan | 33 |
| Directors’ Stock Ownership Requirements | 34 |
| Director Clawback Policy | 34 |
| 2025 Director Compensation | 35 |
| Stock Ownership Information | 37 |
| Delinquent Section 16(a) Reports | 37 |
| Ownership of Certain Beneficial Owners | 37 |
| Ownership of Directors and Executive Officers | 38 |
| Proposal No. 2 Ratification of Selection of Principal Independent Public Accountants | 39 |
| Audit Committee Report | 40 |
| Fees Paid to KPMG LLP | 41 |
| Proposal No. 3 Advisory Approval of Executive Compensation | 42 |
| www.halliburton.com | HALLIBURTON | 2026 Proxy Statement | iii |
|---|
| Compensation Committee Report | 42 |
|---|---|
| Compensation Discussion and Analysis | 43 |
| Shareholder Outreach and Board Activity | 44 |
| Straight from the Boardroom: Talking with Murry S. Gerber | 45 |
| 2025 CEO Compensation Overview | 47 |
| 2025 Performance Overview | 50 |
| The Foundation of Our Executive Compensation Program | 53 |
| Setting Executive Compensation | 55 |
| 2025 Executive Compensation Outcomes in Detail | 58 |
| Other Executive Benefits and Policies | 64 |
| Executive Compensation Tables | 69 |
| Summary Compensation Table | 69 |
| Supplemental Table: All Other Compensation | 70 |
| Grants of Plan-Based Awards in Fiscal 2025 | 72 |
| Outstanding Equity Awards at Fiscal Year End 2025 | 73 |
| 2025 Option Exercises and Stock Vested | 74 |
| 2025 Nonqualified Deferred Compensation | 75 |
| Employment Contracts and Change-in-Control Arrangements | 76 |
| Post-Termination or Change-in-Control Payments | 77 |
| Equity Compensation Plan Information | 80 |
| Pay Versus Performance | 81 |
| CEO Pay Ratio | 87 |
| Proposal No. 4 Halliburton Energy Services, Inc. Charter Amendment | 88 |
| Proposal No. 5 Approval to Amend and Restate the Halliburton Company Stock and Incentive Plan | 90 |
| Proposal No. 6 Approval to Amend and Restate the Halliburton Company Employee Stock Purchase Plan | 97 |
| General Information | 100 |
| Additional Information | 102 |
| Involvement in Certain Legal Proceedings | 102 |
| Advance Notice Procedures and Shareholder Proposals | 102 |
| Proxy Solicitation Costs | 102 |
| Householding of Proxy Materials | 102 |
| Other Matters | 103 |
| Appendix A Halliburton Energy Services, Inc. Charter Amendment | A-1 |
| Appendix B Halliburton Company Stock and Incentive Plan | B-1 |
| Appendix C Halliburton Company Employee Stock Purchase Program | C-1 |
| Appendix D Non-GAAP Reconciliation | D-1 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.