Ovintiv Inc.
For the period ended May 1, 2025. Filed Mar 20, 2025.
View on SEC.govAbout 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 1, 2025 · Filed Mar 20, 2025
Contents
Cover page
Show cover page
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 20, 2025
A Message From Our Board Chair
Dear Fellow Shareholders:
2024 marked another year of operational excellence and strategic execution for our Company as we continued to provide the safe, affordable, and secure energy that fuels the world. Our durable returns strategy continues to deliver. We posted significant efficiency gains that further increased our profitability, and we also continued to expand our premium return drilling inventory.
In 2024, Ovintiv converted operational success into bottom-line financial results, generating full yearnon-GAAP free cash flow† of approximately $1.7 billion—up 50%year-over-year—and returning more than $900 million directly to our shareholders through base dividends and share buybacks.
In November, we high-graded our portfolio with the announcement of anoil-rich acquisition in the core of the Alberta Montney and the divestiture of our Uinta assets. These transactions add premium return drilling inventory and are highly accretive across all key financial measures. They significantly enhance our capital efficiency and free-cash flow generation, allowing us to pay down debt faster and increase returns to shareholders. Going forward, Ovintiv will operate a more streamlined portfolio with anchor positions in the Permian and Montney - two of the most valuable remaining oil resources in North America. Our Permian and Montney assets are complimented byour low-cost, low-decline, high free cash flow generating asset in the Anadarko basin.
We continued to harness the power of innovation to deliver efficiency gains in each of our assets. Record-setting drilling and completion performance, leading well productivity per lateral foot, and base decline management are a few of the areas contributing to our exceptional return on invested capital. We saw multiple quarters of production guidance and cost beats, allowing us to raise guidance three times with unchanged full year capital investment. We also continued to deliver on our Scope 1 & 2 Greenhouse Gas (“GHG”) target, with 2024 emissions intensity down 46% from 2019 levels.
Strong corporate governance is a cornerstone of our Company. We are committed to conducting our business in a manner that is safe, ethical, responsible, and commercially minded - an approach which we believe supports the sustainability of our business and drives better corporate outcomes.
In January of 2025, through its ongoing board refreshment process, the Ovintiv Board added a new independent director, which marks the third new independent director in as many years. We take pride in having an effective, active, engaged, and independent Board.
Our Board has a long-standing practice of seeking direct feedback from our shareholders. Through our 2024 outreach program, we offered engagement opportunities to more than two-thirds of our shareholders. This engagement provides an opportunity for certain Board Members to answer questions from our investors regarding our approach to strategy, corporate governance, and risk oversight.
Safety is a foundational value at Ovintiv and remains a key area of focus and oversight for the Board. In the two years since our Safety Task Force was initiated, this organization-wide effort has continued to be a foundational priority for both the Board and Company leadership. This is evident both in our 2024 safety performance and in how we are advancing our safety culture. From implementing the task force’s recommendations, introducing new safety concepts like safe-decision making, and rolling out competency-based safety training, Ovintiv has deepened our safety-leadership mindset throughout the organization. We are constantly looking to improve safety awareness and procedures to ensure that our employees and service providers go home safely to their families each night.
We continue to anticipate a dynamic global environment that will have important impacts for our industry. Ovintiv remains committed to working constructively with all governing bodies, regardless of political affiliation. We actively participate in public policy development at the federal, state, provincial, and local levels in the United States and Canada to support effective policies governing responsible energy development in North America. The Ovintiv Board supports constructive public policy engagement to achieve results-based outcomes which align economic, environmental, and energy security needs.
We are proud of the impressive results our Company delivered in 2024. Looking forward, we are committed to maintaining the highest standards of conduct, while also generating superior durable returns for our shareholders.
Safe, reliable, and affordable energy is critical to the sustainability of our communities, and that’s why we are proud to provide the energy that makes modern life possible.
On behalf of the Board, thank you for your investment in our Company.
PETER A. DEA CHAIR OF THE BOARD
| Ovintiv Inc. | 2025 Proxy Statement | 1 |
|---|
TABLE OF CONTENTS
| Proxy Statement Summary | 4 |
|---|---|
| Board of Directors and Corporate Governance | 13 |
| ITEM 1. Election of Directors | 13 |
| How We Build an Effective Board | 13 |
| Board Skills Matrix | 14 |
| Director Nominees | 15 |
| How the Board Operates | 26 |
| Board Committees | 30 |
| How We Maintain an Effective Board | 32 |
| Human Capital Management | 34 |
| Policies and Standards | 35 |
| Our Director Compensation Program | 37 |
| Securities Ownership | 40 |
| Executive Compensation | 42 |
| ITEM 2. Advisory Vote To Approve Compensation of Named Executive Officers | 42 |
| 2024 Compensation Program Changes | 43 |
| Compensation Key Principles | 43 |
| Named Executive Officer Pay Mix | 44 |
| Components of Our Executive Compensation Program | 44 |
| 2024 Compensation Program | 45 |
| Compensation Governance | 50 |
| Executive Compensation Tables | 53 |
| Pay v. Performance | 62 |
| Long-Term Incentive Plan | 63 |
|---|---|
| ITEM 3. Third Amendment to the Omnibus Incentive Plan | 63 |
| Audit Matters | 65 |
| ITEM 4. Ratify PricewaterhouseCoopers LLP as Independent Auditors | 65 |
| Evaluation and Selection of Independent Auditors | 65 |
| Audit Fees and All Other Fees | 65 |
| Audit Committee Pre-Approval Policies and Procedures | 66 |
| Report of the Audit Committee | 66 |
| Regulatory Information | |
| SCHEDULE A – Advisory Regarding Non–GAAP Measures | 67 |
| SCHEDULE B – Pay v. Performance Table and Information | 69 |
| SCHEDULE C – Description of Key Terms – Omnibus Incentive Plan | 73 |
| SCHEDULE D – Description of Key Terms – Employee Stock Option Plan | 103 |
| Frequently Asked Questions | 105 |
| Additional Shareholder Information | 109 |
Our products fuel the world—
we make modern
life possible.
| 2 | 2025 Proxy Statement | Ovintiv Inc. |
|---|
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
| Time and Date 8:00 a.m. (Mountain Time) on May 1, 2025 | Place Online at www.virtualshareholdermeeting.com/ovv2025 | Record Date March 4, 2025 | The Notice of InternetAvailability of Proxy Materials will be mailed toshareholders on or aboutMarch 20, 2025 |
|---|
Meeting Agenda
Shareholders will be asked to vote on the following proposals at our 2025 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 | Approval of the Third Amendment to the Omnibus Incentive Plan | FOR |
| 4 | Ratify PricewaterhouseCoopers LLP as Independent Auditors | FOR |
Record Date
Shareholders at the close of business on March 4, 2025 (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 260,324,464 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 20, 2025.
By Order of the Board,
Meghan N. Eilers
Executive Vice-President, Midstream & Marketing and General Counsel
March 20, 2025
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 the Record Date can vote virtually at the Meeting by visiting www.virtualshareholdermeeting.com/ovv2025. To vote virtually 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. | 2025 Proxy Statement | 3 |
|---|
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.