Ovintiv Inc.
For the period ended May 6, 2026. Filed Mar 25, 2026.
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 6, 2026 · Filed Mar 25, 2026
Contents
Proxy Statement Summary
This summary is provided for your convenience. It does not contain all of the information you should consider when casting your vote. We encourage you to read this entire Proxy Statement before voting. For additional information, please refer to the 2025 Annual Report on Form 10-K of Ovintiv Inc. (“Ovintiv” or the “Company”) dated February 23, 2026 (the “Annual Report”). Unless noted otherwise, information in this Proxy Statement is as of February 23, 2026. Certain measures in this Proxy Statement do not have any standardized meaning as prescribed by U.S. GAAP (as hereinafter defined) and, therefore, are considerednon-GAAP measures (as hereinafter defined and noted by the † symbol). For additional information regardingnon-GAAP measures, refer to Schedule A of this Proxy Statement.
Business Overview
| High Quality Portfolio • Significant basin scale in the Permian and Montney, the two largest remaining undeveloped oil resources in North America • Competitive breakeven costs that deliver strong returns across the commodity price cycle | |
| Deep Inventory of Premium Drilling Locations • 12-15 years of oil & condensate in the Permian, 15-20 in the Montney, and 20+ years of natural gas inventory • Added >3,200 oil locations in the Permian & Montney since 2023 through disciplined M&A and bolt-ons | |
| Multi-Product Commodity Exposure • Premium return drilling options across both oil & condensate and natural gas • Maximizing price realizations through market diversification strategy |
Leveraging Operational Excellence to Drive Efficiencies • Industry-leading operational capability • Optimized development programs enhance margins while minimizing capital expenditures
Generating Durable Returns • Expertise and culture to convert resource to Free Cash Flow† • Disciplined capital allocation
Select 2025 Highlights
Strong Financial Results – Capital efficiency, well productivity, margin maximization and cost controls drove approximately $3.7 billion of cash from operating activities and more than $1.6 billion of Free Cash Flow†.
Substantial Shareholder Returns – Returned more than $600 million to shareholders through our base dividend and share buybacks.
Portfolio High-Grading – Announced (and subsequentially closed) the acquisition of NuVista Energy, adding approximately 930 net 10,000 foot well locations across 140,000 net acres in the Montney oil window. The Company also announced its intention to sell its Anadarko assets and has since executed an agreement to do so. A step that will further streamline the portfolio and significantly strengthen the balance sheet.
Leading Operational Execution – Year-over-year efficiency improvements and optimized base production performance allowed the Company to increase its production guidance two times in 2025 while lowering its capital investment.
Continued Debt Reduction – Lowered Net Debt† by more than $240 million.
Note:
For additional information regarding non-GAAP measures, refer to Schedule A of this Proxy Statement.
| 4 | 2026 Proxy Statement | Ovintiv Inc. |
|---|
Key Year-End 2025 Business Metrics
| FREE CASH FLOW† | FY25 PRODUCTION | PROVED RESERVES | SHAREHOLDER RETURNS | LIQUIDITY |
|---|---|---|---|---|
| >$1.6B | ~615 MBOE/d | ~2,300 MMBOE | >$600MM Includes Dividends and Share Buybacks | ~$4.5B |
Our Approach
At Ovintiv, we believe that consistent execution—operationally, strategically, and financially—combined with strong governance, forms the foundation of long-term shareholder value creation. Our products fuel the world and make modern life possible, and we take seriously our responsibility to produce energy safely, affordably, reliably, and sustainably. Guided by a clear strategy and disciplined execution, we strive to deliver durable Free Cash Flow and superior returns across cycles.
Our independent Board of Directors (the “Board”) provides comprehensive oversight of our strategy, capital allocation, sustainability priorities, and enterprise risk management. The Board and our executive leadership team (“ELT”) actively monitor performance through the Board’s committee structure and engage directly with shareholders through our annual outreach program, ensuring our decisions remain aligned with long-term shareholder interests.
Ovintiv’s culture of innovation and continuous improvement drives efficiency, supports safe operations, and accelerates value creation. Advanced analytics and artificial intelligence enhance our ability to optimize drilling and completions parameters, reduce cycle times, and proactively identify risks. This commitment to operational excellence and disciplined capital allocation underpinned our strong 2025 performance and continued strengthening of our core Permian and Montney positions.
Safety remains a foundational value at Ovintiv. Under direct Board oversight, we continued to embed safety leadership across the organization—reinforcing competency-based training, enhancing hazard recognition, and improving decision-making to prevent repeat incidents. These efforts continue to build a resilient, proactive safety culture in which every employee and service provider shares responsibility for safe work.
Since 2021, we have linked employee and executive compensation to metrics tied to risk oversight and environmental stewardship. This includes targets for Scope 1 & 2 GHG emissions intensity and a total incident severity metric added in 2023 to emphasize serious injury reduction. Our Scope 1 & 2 GHG emissions intensity target remained unadjusted for acquisition or divestiture activity. We have now reduced Scope 1 & 2 GHG emissions intensity by approximately 43% since 2019 and remain on track to achieve our 50% reduction target by 2030.
Strong governance underpins this approach. Our Board is diverse in experience and skillsets and continues to evolve through thoughtful refreshment, including the addition of new independent directors in 2025 and 2026. Through consistent strategy execution, prudent portfolio management, and active engagement with shareholders, we remain focused on sustaining durable excellence and long-term value creation for all stakeholders.
History of Durable Leadership
| TRANSPARENT SUSTAINABILITY REPORTING | CHARITABLE GIVING | SCOPE 1 & 2 GHG INTENSITY REDUCTION TARGET |
|---|---|---|
| >20 YRS | $11.6M 5 YRS of combined employee and Company-matched charitable giving through Ovintiv Gives | 50% BY 2030 ✓ Achieved over 85% of our 2030 goal |
A HISTORY OF ROBUST AND TRANSPARENT DISCLOSURE In May of 2025, Ovintiv published its 2024 Sustainability Report, proudly marking over 20 years of reporting on sustainability efforts and reflecting the tremendous efforts of our team to innovate, drive continuous improvement, solve complex challenges to generate durable returns for our shareholders and manage our environmental footprint.
| Ovintiv Inc. | 2026 Proxy Statement | 5 |
|---|
OUR COMMITMENT
GOVERNANCE Our commitment to sustainable practices begins with robust corporate governance. In December 2025, Peter Dea announced his retirement as Chair of the Board.(1) Upon his retirement, Steven Nance will assume the role of Chair, ensuring continuity, thoughtful succession planning, and strong leadership. To further strengthen governance, the Ovintiv Board added new independent directors in January 2025 and January 2026. The Board also carried out committee rotations in 2025, including chair transitions for both the Human Resources and Compensation (“HRC”) and Corporate Responsibility and Governance (“CRG”) Committees. These changes reflect our ongoing focus on diverse perspectives and effective oversight. Our Board brings together a wide range of backgrounds and experiences, fostering informed decision-making on risk management and strategic opportunities. With an average tenure of 5.45 years, our directors balance fresh perspectives and independence with deep Company knowledge and strategic insight.
HUMAN CAPITAL Ovintiv views succession planning as a critical component of our human capital strategy. We believe that strong leadership continuity begins with investing in people – developing talent, fostering diversity, and preparing future leaders to drive long-term success. Our Board and management team maintain a structured process to identify and develop high-potential individuals for key roles. This includes: • Leadership Development Programs: We prioritize training and mentorship to strengthen capabilities across all levels of the organization. • Talent Diversity: Succession planning incorporates diverse perspectives and experiences to ensure leadership reflects the breadth of our stakeholders and workforce. • Regular Assessments: The Board conducts annual reviews of executive and director succession plans, evaluating readiness, skills, and alignment with strategic priorities. By embedding succession planning into our human capital framework, Ovintiv ensures leadership transitions are deliberate, transparent, and aligned with our values – supporting sustainable growth and shareholder value.
TRANSPARENCY • Marked over 20 years of reporting on sustainability efforts with the publication of our 2024 Sustainability Report in May 2025. • Conducted a sustainability priority assessment to refresh and validate sustainability issues important to Ovintiv’s business. • Leading industry-wide initiatives through active trade association engagement with the American Exploration & Production Council, the Canadian Association of Petroleum Producers, and the American Petroleum Institute. • Produced disclosures aligned with Task Force on Climate-related Financial Disclosures (“TCFD”) and Sustainability Accounting Standards Board (“SASB”) guidance.
EMISSIONS • Scope 1 & 2 GHG intensity reduction target tied to compensation (benchmarked to 2019). • Achieved over 85% of our 2030 GHG emissions intensity reduction target at year-end 2025 (benchmarked against 2019 results).
To learn more about Ovintiv’s sustainability initiatives, please refer to our Sustainability Report, which is available on our website under the “Sustainability” tab.
Note:
| (1) | Mr. Dea will continue as Chair of the Board through the Annual Meeting, with his retirement effective upon the meeting’s adjournment. |
| 6 | 2026 Proxy Statement | Ovintiv Inc. |
|---|
Strengthening our Safety Culture
At Ovintiv, safety is a foundational value and drives decision-making across the organization. We want every person who steps foot on our worksites to leave in the same condition they arrived.
Throughout 2025, we took deliberate actions to continue to build and strengthen our strong safety culture. We delivered safe decision-making workshops to our staff, focused on proactive hazard identification programs, completed the roll out of a new mandatory Safety Leadership Training program for all employees, and continued our collective commitment to the elimination of serious incidents and fatalities from our worksites. We reinforced our safety-first focus with our second annual company-wide safety commitment day where senior leaders engaged with office and field staff to better understand how they experience safety at Ovintiv.
Shareholder Engagement
We value shareholder feedback and conduct an annual outreach program. This allows our Board and management team to hear directly from our institutional investors so that we understand the factors they consider to be most important when evaluating our Company. This engagement provides an opportunity for our Board and management team to answer questions our shareholders have about our approach to corporate governance, risk oversight, and strategy. In 2025, we continued this long-standing practice by offering engagements to shareholders who own more thantwo-thirds of our common stock with a focus on governance and sustainability matters, as well as meetings with institutional investors during conferences and industry events.
| In 2025, we solicitedfeedback from shareholders holding >67% of ourcommon stock through ourannual outreach program. | Directors joined engagements offered with the Company’s top 10investors, which included: • Independent Board Chair • Chair of the Human Resources and Compensation Committee • Chair of the Corporate Responsibility and Governance Committee • Chair of the Environmental, Health and Safety (“EH&S”) Committee • Sustainability team leadership • Investor Relations team leadership |
Our shareholders expressed strong support for our strategy, risk management, and corporate governance. We also gained valuable feedback during these discussions, which was shared with the full Board and its relevant committees. Our Board is committed to constructive engagement, which fuels ongoing discussions regarding how we can evolve our sustainability, executive compensation, and disclosure practices. In this year’s engagements, we covered a wide range of topics, wherein our shareholders expressed approval of our current practices, and encouraged our Board to continue with our sustainability strategy, active shareholder engagement, and disclosure practices. The following table outlines key items discussed with shareholders during our annual outreach program.
| Ovintiv Inc. | 2026 Proxy Statement | 7 |
|---|
| TOPIC | AREAS OF FOCUS | STATE OF PROGRESS |
|---|---|---|
| Enterprise risk management | • Cybersecurity oversight • Board education on evolving risks • CEO Succession Planning | • Scenario training exercises with management team. • Continued reporting to the Board’s Audit Committee on a periodic basis. • Leverage enterprise risk management (“ERM”) system to identify emerging risks, and to assess probabilities and potential financial implications of risks. • Board met with external cybersecurity assessor and was briefed on assessment results of company cybersecurity maturity. • The Board maintains active oversight of management succession planning, including contingency planning in the event of an unexpected transition in executive leadership. |
| Board composition and refreshment | • Factors in board refreshment • Diversity of experience and expertise | • Three new independent directors in the past three years, enhancing the Board’s balance of tenure, age, background, and perspective. • Rotated committee memberships and committee chairs in 2025. |
| Artificial intelligence | • Governance of artificial intelligence (“AI”) • Board knowledge of AI use and practices • Board education on evidencing uses and risks | • On the Board’s field tour to the Montney in 2025, the Board saw firsthand how the Company is using AI to advance efficiency in its operations. • The Company established an Acceptance Use of Artificial Intelligence Policy and trained all employees on the policy in its Annual Code of Conduct training. • At the Company’s July 2025 strategy session, the Board reaffirmed its focus on core assets and enabling technologies, while evaluating related challenges and opportunities. The discussion also included a review of key topics such as the Company’s current use of AI and potential applications in data analytics, along with an assessment of associated risks and governance considerations. |
| Human capital management | • Safety culture • Talent pipeline • Succession planning | • Continued strong performance on Total Recordable Injury Frequency (“TRIF”). • Sustained focus on the elimination and prevention of Serious Injuries and Fatalities (“SIF”) from our worksites. • Outreach at multiple education levels to generate interest in energy careers. • Strong internal training and succession management. |
| Environmental disclosures and emissions reduction | • Continuance of emissions reporting • GHG intensity targets • Measurement, targets and progress • Costs of abatement • Technology and innovation • Scenario planning | • Ongoing transparency in emissions disclosure, independent of regulatory mandates. • Continued progress on our 50% Scope 1 & 2 GHG emissions intensity target, with no change to targets after recent transactions. • Comprehensive methane leak detection and repair program. • Disclosure aligned with TCFD and SASB. • Utilizing non-methane venting pneumatics and low-emissions facility design. |
| Executive compensation | • Target-setting and commodity cyclicality • Performance metrics • Reference benchmarks • Equity vesting periods • Disclosure • Environmental and social metrics | • 91% of total direct compensation for the Chief Executive Officer (“CEO”) and an average of 84% of total direct compensation for the other named executive officers (“NEOs”) is tied to our financial, operational, total shareholder return (“TSR”), safety and sustainability results. • Relative TSR and return on invested capital (“ROIC”) drive long-term incentive (“LTI”) program payouts. • Complete annual risk assessments of our compensation program. |
| Innovation | • Profitability and efficiencies • Top tier performance | • Continuous improvement across the Company’s operations. • Create culture of innovation to drive Free Cash Flow† and emissions reduction. |
| 8 | 2026 Proxy Statement | Ovintiv Inc. |
|---|
Items of Business
Item 1. Election of Directors
The Board of Ovintiv has nominated the following individuals for election as directors. Please refer to page 13 in this Proxy Statement for important information about the qualifications and experience of each of the following director nominees. Each director nominee has consented to being named in this Proxy Statement and has agreed to serve if elected.
| Sippy Chhina Age: 59 Alberta Independent Director Since 2024 Committees: Audit and Reserves | Meg A. Gentle Age: 51 Texas Independent Director Since 2020 Committees: HRC (Chair) and Audit | Gregory P. Hill Age: 64 Wyoming Independent Director Since 2026 Committees: CRG and EH&S | Ralph Izzo Age: 68 New Jersey Independent Director Since 2022 Committees: CRG and EH&S |
|---|
| Terri G. King Age: 64 Texas Independent Director Since 2025 Committees: EH&S and Reserves | Howard J. Mayson Age: 73 Colorado Independent Director Since 2014 Committees: Reserves (Chair) and HRC | Brendan M. McCracken Age: 50 Colorado Non-Independent Director Since 2021 | Steven W. Nance(1) Age: 69 Texas Independent Director Since 2019 Committees: EH&S (Chair)and CRG |
|---|
| George L. Pita Age: 64 Florida Independent Director Since 2021 Committees: Audit (Chair) and Reserves | Thomas G. Ricks Age: 72 Texas Independent Director Since 2019 Committees: CRG (Chair) and HRC | Brian G. Shaw Age: 72 Ontario Independent Director Since 2013 Committees: Audit and EH&S |
|---|
The Board recommends that you vote FOR the election of each of our 11 nominees to serve as directors of the Company until the earlier of (i) Ovintiv’s 2027 Annual Meeting of Shareholders; (ii) in each case, their successor is duly elected and qualified; or (iii) in each case, their death, resignation or removal.
Note:
| (1) | In December 2025, the Company announced that the Board unanimously elected Steven Nance to become Chairman of the Board upon Peter Dea’s retirement, to be effective May 6, 2026, upon adjournment of the Company’s Annual Meeting of Shareholders. |
| Ovintiv Inc. | 2026 Proxy Statement | 9 |
|---|
Item 2. Advisory Vote to Approve Compensation of Named Executive Officers
At the Company’s 2023 annual meeting, shareholders voted, on anon-binding advisory basis, to holdsay-on-pay votes annually. That recommendation has been adopted by Ovintiv and, accordingly, we are asking our shareholders to approve, on anon-binding advisory basis, our NEO compensation for fiscal year 2025 as disclosed pursuant to Item 402 of Regulation S-K.
The Board recommends that you vote FOR approval of this item because it believes that the policies and practices described in the “Executive Compensation” section beginning on page 42 of this Proxy Statement are effective in achieving the Company’s goals of aligning pay to performance and to each NEOs’ levels of responsibility, encouraging our NEOs to remain focused on both short and long-term financial and strategic goals, and linking NEO compensation to the creation of shareholder value.
Item 3. Ratify PricewaterhouseCoopers LLP as Independent Auditors
We are asking our shareholders to ratify the appointment of PricewaterhouseCoopers LLP as our independent auditors for fiscal year 2026. A summary of fees paid to PricewaterhouseCoopers LLP for services provided in fiscal years 2025 and 2024 is provided on page 64 of this Proxy Statement. The Board recommends that you vote FOR this ratification.
If you have any questions or require any assistance with voting your shares, please contact our proxy solicitor:
INNISFREE M&A INCORPORATED
Shareholders may call toll-free: (877)750-0537
Banks and brokers may call collect: (212)750-5833
| 10 | 2026 Proxy Statement | Ovintiv Inc. |
|---|
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.