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HALLIBURTON CO

For the period ended Mar 31, 2026. Filed Mar 31, 2026.

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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.

Mar 31, 2026 · Filed Mar 31, 2026

HAL$31.84-0.3%Stored close · as of Nov 6, 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 CEORobert A. MaloneLead Independent Director
iiHALLIBURTON2026 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
2025 Strategic Priorities2
2025 Performance Overview2
Our 2026 Board Nominees3
Our 2025 Named Executive Officers3
Our Executive Compensation Program3
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 Directors11
Board Attendance12
Evaluation of Board and Director Performance13
Shareholder Nominations of Directors13
Qualifications of Directors14
Board Refreshment15
Shareholder Engagement18
Communication to the Board18
Proposal No. 1 Election of Directors19
Information about Nominees for Director21
Directors’ Compensation33
Directors’ Fees33
Directors’ Equity Awards33
Directors’ Deferred Compensation Plan33
Directors’ Stock Ownership Requirements34
Director Clawback Policy34
2025 Director Compensation35
Stock Ownership Information37
Delinquent Section 16(a) Reports37
Ownership of Certain Beneficial Owners37
Ownership of Directors and Executive Officers38
Proposal No. 2 Ratification of Selection of Principal Independent Public Accountants39
Audit Committee Report40
Fees Paid to KPMG LLP41
Proposal No. 3 Advisory Approval of Executive Compensation42
www.halliburton.comHALLIBURTON2026 Proxy Statementiii
Compensation Committee Report42
Compensation Discussion and Analysis43
Shareholder Outreach and Board Activity44
Straight from the Boardroom: Talking with Murry S. Gerber45
2025 CEO Compensation Overview47
2025 Performance Overview50
The Foundation of Our Executive Compensation Program53
Setting Executive Compensation55
2025 Executive Compensation Outcomes in Detail58
Other Executive Benefits and Policies64
Executive Compensation Tables69
Summary Compensation Table69
Supplemental Table: All Other Compensation70
Grants of Plan-Based Awards in Fiscal 202572
Outstanding Equity Awards at Fiscal Year End 202573
2025 Option Exercises and Stock Vested74
2025 Nonqualified Deferred Compensation75
Employment Contracts and Change-in-Control Arrangements76
Post-Termination or Change-in-Control Payments77
Equity Compensation Plan Information80
Pay Versus Performance81
CEO Pay Ratio87
Proposal No. 4 Halliburton Energy Services, Inc. Charter Amendment88
Proposal No. 5 Approval to Amend and Restate the Halliburton Company Stock and Incentive Plan90
Proposal No. 6 Approval to Amend and Restate the Halliburton Company Employee Stock Purchase Plan97
General Information100
Additional Information102
Involvement in Certain Legal Proceedings102
Advance Notice Procedures and Shareholder Proposals102
Proxy Solicitation Costs102
Householding of Proxy Materials102
Other Matters103
Appendix A Halliburton Energy Services, Inc. Charter AmendmentA-1
Appendix B Halliburton Company Stock and Incentive PlanB-1
Appendix C Halliburton Company Employee Stock Purchase ProgramC-1
Appendix D Non-GAAP ReconciliationD-1
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.