Skip to main content

Ovintiv Inc.

For the period ended May 6, 2026. Filed Mar 25, 2026.

View on SEC.gov

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 6, 2026 · Filed Mar 25, 2026

OVV$60.52-0.6%Stored close · as of Nov 6, 2026
See the whole filing, with its images and exhibits

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.

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

TABLE OF CONTENTS

Proxy Statement Summary4
Board of Directors and Corporate Governance12
ITEM 1. Election of Directors12
How We Build an Effective Board12
Board Refreshment Timeline12
Board Skills Matrix13
Director Nominees14
How the Board Operates25
Board Committees30
How We Maintain an Effective Board32
Human Capital Management34
Policies and Standards35
Our Director Compensation Program37
Securities Ownership40
Executive Compensation42
ITEM 2. Advisory Vote to Approve Compensation of Named Executive Officers42
Named Executive Officers42
Compensation Key Principles43
Compensation Governance44
Named Executive Officer Pay Mix45
Components of Our Executive Compensation Program45
2025 Compensation Program46
Executive Compensation Tables53
CEO Pay Ratio60
Equity Compensation Plans60
Pay v. Performance61
Pay v. Performance Table and Information61
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 Information66
SCHEDULE A. Advisory Regarding Non–GAAP Measures66
Frequently Asked Questions68
Additional Shareholder Information72
2 | 2026 Proxy StatementOvintiv Inc.

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

Time and Date 8:00 a.m. (Mountain Time) on May 6, 2026Place Online atwww.virtualshareholdermeeting.com/ovv2026Record Date March 9, 2026The Notice of InternetAvailability of Proxy Materials will be mailed toshareholders on or aboutMarch 25, 2026

Meeting Agenda

Shareholders will be asked to vote on the following proposals at our 2026 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 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
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.