Ovintiv Inc
For the period ended May 2, 2024. Filed Mar 21, 2024.
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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.
May 2, 2024 · Filed Mar 21, 2024
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
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 |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material under § 240.14a-12 |
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(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. |
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| ☐ | Fee paid previously with preliminary materials. |
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| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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MARCH 21, 2024
A Message From Our Board Chair
Dear Fellow Shareholders:
We are proud of another year of strong performance and strategic execution for our Company in 2023. We continued to provide the safe, affordable, and secure energy that fuels the world. We remain committed to the safe, efficient and responsible development of these critical products that make modern life possible.
The Ovintiv team generated net earnings of more than $2 billion and Free Cash Flow of approximately $1.2 billion. We returned more than $730 million directly to our shareholders through base dividends and share buybacks. Our business performance was driven by the consistent execution of our durable returns strategy.
During 2023, we seamlessly and simultaneously executed a set of Permian Basin acquisitions and the divestiture of our Bakken asset. These transactions were highly accretive, reaffirmed our investment grade rating, expanded our Permian inventory life, and were completed ahead of schedule. Together with our time-tested strategic bolt-on and organic assessment and appraisal programs, we have added over 1,650 premium return net drilling locations in the past several years.
We also continued to drive strong operational execution across all our assets. Our leading well results and efficiency gains across our portfolio drove outperformance throughout the year. In 2023, we saw multiple quarters of both production and capital guidance beats, allowing us to raise guidance twice and bring additional wells online for the same capital spend—boosting returns on invested capital. We also continued to deliver on our Scope 1 & 2 Greenhouse Gas (“GHG”) target, with 2023 emissions intensity down 42% from 2019 levels. This culture of innovation and efficiency is hard to match and is showing up in our outstanding results.
We continued our track record of strong Board oversight and seeking feedback from our shareholders through our annual outreach program. Our commitment to being a responsible producer remains resolute and will continue to be a cornerstone of our business. We believe that fostering a culture of innovation, engaging with our external stakeholders and workforce, adhering to the highest standards of conduct, and setting measurable
near-term targets supports the sustainability of our business and drives better corporate outcomes. Our ongoing strategic board refreshment process led to four new directors in 2021-2024, two of which were added in the past two years, bringing a balance of tenure, age, background, and perspective.
Finally, I am proud to report the important progress the Ovintiv team made on safety performance. The Board was engaged throughout the year with the Company’s Safety Advisory Task Force (“Safety Task Force”). The Safety Task Force reported to the Environment, Health and Safety (“EHS”) Committee. This organization wide effort created a performance step-change in 2023. As can be seen in our results, 2023 was an outstanding safety performance year across key metrics and we are constantly looking to improve safety awareness and procedures.
We are excited about the impressive results our Company has generated. Looking forward, we are committed to developing our resource safely, efficiently, and responsibly, while also generating durable returns for our shareholders.
On behalf of the Board, thank you for your investment in our Company.
PETER A. DEA CHAIR OF THE BOARD
| Ovintiv Inc. | 2024 Proxy Statement | 1 |
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TABLE OF CONTENTS
| Proxy Statement Summary | 4 |
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| Board of Directors and Corporate Governance | 12 |
| ITEM 1. Election of Directors | 12 |
| How We Build an Effective Board | 12 |
| Board Skills Matrix | 13 |
| Director Nominees | 14 |
| How the Board Operates | 25 |
| Board Committees | 28 |
| How We Maintain an Effective Board | 31 |
| Human Capital Management | 33 |
| Policies and Standards | 35 |
| Our Director Compensation Program | 37 |
| Securities Ownership | 40 |
| Executive Compensation | 43 |
| ITEM 2. Advisory Vote To Approve Compensation of Named Executive Officers | 43 |
| Compensation Key Principles | 44 |
| Named Executive Officer Pay Mix | 45 |
| Components of Our Executive Compensation Program | 45 |
| 2023 Compensation Program | 46 |
| Compensation Governance | 51 |
| Executive Compensation Tables | 54 |
| Pay v. Performance | 63 |
| Audit Matters | 64 |
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| ITEM 3. Ratify PricewaterhouseCoopers LLP as Independent Auditors | 64 |
| Evaluation and Selection of Independent Auditors | 64 |
| Audit Fees and All Other Fees | 64 |
| Audit Committee Pre-Approval Policies and Procedures | 65 |
| Report of the Audit Committee | 65 |
| Regulatory Information | |
| SCHEDULE A – Advisory Regarding Non–GAAP Measures | 66 |
| SCHEDULE B – Pay v. Performance Table and Information | 68 |
| SCHEDULE C – Description of Key Terms – Omnibus Incentive Plan | 72 |
| SCHEDULE D – Description of Key Terms – Employee Stock Option Plan | 76 |
| Frequently Asked Questions | 78 |
| Additional Shareholder Information | 82 |
Our products fuel the world—
we make modern
life possible.
| 2 | 2024 Proxy Statement | Ovintiv Inc. |
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
| Time and Date 8:00 a.m. (Mountain Time) on May 2, 2024 | Place Online at www.virtualshareholdermeeting.com/ovv2024 | Record Date March 5, 2024 | The Notice of InternetAvailability of Proxy Materials will be mailed toshareholders on or aboutMarch 21, 2024 |
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Meeting Agenda
Shareholders will be asked to vote on the following proposals at our 2024 Annual Meeting of Shareholders of Ovintiv (the “Meeting”):
| Item | Board Recommendation | |
| 1 | Election of Directors | FOR each directornominee nominatedherein |
| 2 | Advisory Vote to Approve Compensation of Named Executive Officers | FOR |
| 3 | Ratify PricewaterhouseCoopers LLP as Independent Auditors | FOR |
Record Date
Shareholders at the close of business on the Record Date are entitled to receive notice of, and vote at, the Meeting and any adjournments or postponements thereof. As of the Record Date, there were 268,953,641 shares of Ovintiv common stock issued and outstanding.
The Notice of Internet Availability of Proxy Materials is being mailed to shareholders on or about March 21, 2024.
By Order of the Board,
Meghan N. Eilers
Executive Vice-President, General Counsel & Corporate Secretary
March 21, 2024
Your Vote Is Important
You can vote your shares of Ovintiv common stock in any of the following ways:
ONLINE Before the Meeting you may vote your shares through the internet by following the directions on your proxy card. Internet voting is available 24-hours a day. To vote online, you will need the control number located on your proxy card or Notice of Internet Availability of Proxy Materials.
PHONE Call 1-800-690-6903 from a touch-tone phone and follow the voice instructions. To vote by phone, you will need the control number located on your proxy card or Notice of Internet Availability of Proxy Materials.
MAIL If you received a proxy card by mail, you can complete, sign and date the card and return it by mail using the postage-paid envelope included in your package.
AT THE MEETING Shareholders of record as of March 5, 2024 (the “Record Date”) can vote at the Meeting by visiting www.virtualshareholdermeeting.com/ovv2024. To vote at the Meeting, you will need the control number included on your proxy card or Notice of Internet Availability of Proxy Materials.
If you are a non-registered shareholder, please refer to the information forwarded by your bank, broker or other holder of record to see which voting methods are available to you to vote in advance of or at the Meeting.
IMPORTANT NOTICE REGARDING THE INTERNET AVAILABILITYOF PROXY MATERIALS The SEC’s “Notice and Access” rule permits Ovintiv to deliver a Notice of Internet Availability of Proxy Materials to shareholders in lieu of paper copies of the company’s Proxy Statement, Annual Report on Form 10-K and related materials (collectively, the “Proxy Materials”). The Notice of Internet Availability of Proxy Materials provides instructions as to how shareholders can access the Proxy Materials through the Internet or, alternatively, request printed copies of the Proxy Materials be sent to them by mail.
| Ovintiv Inc. | 2024 Proxy Statement | 3 |
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.