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Ovintiv Inc

For the period ended May 2, 2024. Filed Mar 21, 2024.

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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.

May 2, 2024 · Filed Mar 21, 2024

OVV$60.52-0.6%Stored close · as of Nov 6, 2026
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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
☐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

(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.

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

TABLE OF CONTENTS

Proxy Statement Summary4
Board of Directors and Corporate Governance12
ITEM 1. Election of Directors12
How We Build an Effective Board12
Board Skills Matrix13
Director Nominees14
How the Board Operates25
Board Committees28
How We Maintain an Effective Board31
Human Capital Management33
Policies and Standards35
Our Director Compensation Program37
Securities Ownership40
Executive Compensation43
ITEM 2. Advisory Vote To Approve Compensation of Named Executive Officers43
Compensation Key Principles44
Named Executive Officer Pay Mix45
Components of Our Executive Compensation Program45
2023 Compensation Program46
Compensation Governance51
Executive Compensation Tables54
Pay v. Performance63
Audit Matters64
ITEM 3. Ratify PricewaterhouseCoopers LLP as Independent Auditors64
Evaluation and Selection of Independent Auditors64
Audit Fees and All Other Fees64
Audit Committee Pre-Approval Policies and Procedures65
Report of the Audit Committee65
Regulatory Information
SCHEDULE A – Advisory Regarding Non–GAAP Measures66
SCHEDULE B – Pay v. Performance Table and Information68
SCHEDULE C – Description of Key Terms – Omnibus Incentive Plan72
SCHEDULE D – Description of Key Terms – Employee Stock Option Plan76
Frequently Asked Questions78
Additional Shareholder Information82

Our products fuel the world—

we make modern

life possible.

2 | 2024 Proxy StatementOvintiv Inc.

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

Time and Date 8:00 a.m. (Mountain Time) on May 2, 2024Place Online at www.virtualshareholdermeeting.com/ovv2024Record Date March 5, 2024The Notice of InternetAvailability of Proxy Materials will be mailed toshareholders on or aboutMarch 21, 2024

Meeting Agenda

Shareholders will be asked to vote on the following proposals at our 2024 Annual Meeting of Shareholders of Ovintiv (the “Meeting”):

ItemBoard Recommendation
1Election of DirectorsFOR each directornominee nominatedherein
2Advisory Vote to Approve Compensation of Named Executive OfficersFOR
3Ratify PricewaterhouseCoopers LLP as Independent AuditorsFOR

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
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.