Ovintiv Inc.
For the period ended May 6, 2026. Filed Mar 25, 2026.
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May 6, 2026 · Filed Mar 25, 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. )
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| ☒ | Definitive Proxy Statement |
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Looking back on 2025, our team delivered another year of operational excellence, disciplined capital allocation, and strategic advancement. We seamlessly and safely integrated the Montney oil assets acquired from Paramount Resources Ltd. earlier in the year, achieving our synergy target and strengthening our position as the premier operator in the play. We also completed the divestiture of our Uinta assets, further streamlining our portfolio and sharpening our focus on our core positions in the Permian and the Montney.
In November, we announced the acquisition of NuVista Energy Ltd., a pure-play Montney oil company, along with the planned divestiture of our Anadarko assets. The acquisition closed in February 2026 and is immediately accretive across all key financial metrics, extending our premium oil inventory life and enhancing our ability to generate durable Free Cash Flow. Subsequently, we announced an agreement to divest our Anadarko Basin assets, which is expected to materially accelerate debt reduction and strengthen our capacity to return greater Free Cash Flow to shareholders. Since 2023, we have added more than 3,200 oil locations in the Permian and Montney at compelling acquisition costs, marking the culmination of a purposeful, multi-year portfolio transformation and cementing Ovintiv as the Permian-Montney powerhouse.
Our commitment to operational excellence and continuous improvement was evident throughout 2025. Ovintiv exceeded its original production guidance by 10 Mboe/d while delivering this outperformance with approximately $50 million less capital than planned and operating costs that came in below guidance. These results reflect our embedded culture of innovation and continuous improvement, which drives efficiency gains across every level of the business. Leveraging advanced analytics and artificial intelligence, we optimized drilling and completions parameters in real time, accelerated cycle times, and proactively identified risks. These results translated all the way through to the bottom line, where we generated more than $1.6 billion of non-GAAP Free Cash Flow, similar to last year despite a materially lower oil price.
Safety is a foundational value at Ovintiv. Under direct Board oversight, our Company continued to deepen a safety leadership mindset, embedding competency-based training and safe decision making into daily operations. In 2025, we reinforced that safety leadership is not just about compliance, but about influencing behaviors and decisions at every level. Our teams turned lessons into action, strengthening hazard recognition, reinforcing controls, and improving decision making to prevent repeat events. These efforts continue to build a resilient, proactive safety culture, where every employee and service provider shares responsibility for safe work and continuous improvement.
On sustainability, we continued to advance our environmental commitments in 2025, reducing our Scope 1 & 2 greenhouse gas (“GHG”) emissions intensity by approximately 9%. With this progress, we have now achieved over 85% of our goal to reduce Scope 1 & 2 GHG emissions intensity by 50% by 2030, relative to 2019 levels. We also made progress on methane intensity and flaring minimization and published our 2024 Sustainability Report—now in its 20th year—detailing these achievements.
We maintain an effective, active, and independent Board that is diverse in both skillset and experience. In January 2025, we welcomed Terri G. King as a new independent director and in January of 2026, we announced Gregory P. Hill as a new independent director, both a part of our ongoing Board refreshment process. We also continued our longstanding practice of direct shareholder engagement, offering meetings to more than two thirds of our shareholder base to solicit feedback that informs governance and strategic priorities.
Despite ongoing macroeconomic and geopolitical uncertainty, Ovintiv’s strategy remains resilient. We have high-graded and focused our portfolio to our highest-return assets, while continuing to drive innovation to lower costs and emissions intensity, and convert resources into durable Free Cash Flow through the commodity cycles. With the NuVista acquisition and planned Anadarko disposition, we are poised to operate a more streamlined portfolio anchored by two of North America’s most valuable oil resources—the Permian and the Montney—while strengthening our balance sheet and enhancing shareholder returns.
As I prepare to retire from my role as Board Chair, I am deeply proud of what our team has accomplished together and grateful for the opportunity to serve Ovintiv’s shareholders. Today, Ovintiv stands among North America’s leading independent E&P companies and enters its next chapter with a strengthened portfolio and a proven strategy to deliver sustainable value for shareholders. I am confident in Steven Nance as our new Board Chair and that Ovintiv’s talented leadership and dedicated employees will achieve even greater milestones in the years ahead.
On behalf of the Board, thank you for your investment in our Company.
PETER A. DEA
CHAIR OF THE BOARD
| Ovintiv Inc. | 2026 Proxy Statement | 1 |
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TABLE OF CONTENTS
| Proxy Statement Summary | 4 |
|---|---|
| Board of Directors and Corporate Governance | 12 |
| ITEM 1. Election of Directors | 12 |
| How We Build an Effective Board | 12 |
| Board Refreshment Timeline | 12 |
| Board Skills Matrix | 13 |
| Director Nominees | 14 |
| How the Board Operates | 25 |
| 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 |
| Named Executive Officers | 42 |
| Compensation Key Principles | 43 |
| Compensation Governance | 44 |
| Named Executive Officer Pay Mix | 45 |
| Components of Our Executive Compensation Program | 45 |
| 2025 Compensation Program | 46 |
| Executive Compensation Tables | 53 |
| CEO Pay Ratio | 60 |
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| Equity Compensation Plans | 60 |
| Pay v. Performance | 61 |
| Pay v. Performance Table and Information | 61 |
| Audit Matters | 64 |
| 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 | 66 |
| SCHEDULE A. Advisory Regarding Non–GAAP Measures | 66 |
| Frequently Asked Questions | 68 |
| Additional Shareholder Information | 72 |
| 2 | 2026 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 6, 2026 | Place Online atwww.virtualshareholdermeeting.com/ovv2026 | Record Date March 9, 2026 | The Notice of InternetAvailability of Proxy Materials will be mailed toshareholders on or aboutMarch 25, 2026 |
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Meeting Agenda
Shareholders will be asked to vote on the following proposals at our 2026 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 March 9, 2026 (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 283,335,463 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 25, 2026.
By Order of the Board,
Meghan N. Eilers
Executive Vice-President, Midstream & Marketing and General Counsel
March 25, 2026
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/ovv2026. 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 United States Securities and Exchange Commission’s (“SEC”) “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. | 2026 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.