UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K
Current
Report
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of Report (date of earliest event reported): February 16,
2006
HALLIBURTON
COMPANY
(Exact
Name of Registrant as Specified in Its Charter)
Delaware
(State
or Other Jurisdiction of
Incorporation)
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1-3492
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No.
75-2677995
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|
(Commission
File Number)
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(IRS
Employer Identification No.)
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1401
McKinney, Suite 2400, Houston, Texas
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77010
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(713)
759-2600
(Registrant’s
Telephone Number, Including Area Code)
Not
Applicable
(Former
Name or Former Address, if Changed Since Last Report)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see
General
Instruction A.2. below):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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INFORMATION
TO BE INCLUDED IN REPORT
Item
1.01. Entry into a Material Definitive Agreement.
On
February 16, 2006, the Compensation Committee of the Board of Directors of
Halliburton Company (“Halliburton”) approved the 2006 performance goals for
Halliburton’s officers under the Halliburton Annual Performance Pay Plan, as
amended and restated effective January 26, 2006. The plan links total
compensation to Halliburton’s performance, as measured by cash value added, or
CVA. CVA measures the difference between after-tax cash income and a capital
charge, based upon Halliburton’s weighted average cost of capital, to determine
the amount of value, in terms of cash flow, added to Halliburton’s business, and
serves as a proxy for total stockholder return. The reward schedule under the
plan is established to align given levels of CVA performance with reward
opportunities. Reward opportunities are established at threshold, target and
maximum levels. The maximum amount any participant can receive under the plan
is
capped at two times the target opportunity level. The level of achievement
of
annual CVA performance determines the dollar amount of incentive compensation
payable to participants. The 2006 target levels of opportunity under the plan
for Halliburton’s named executive officers range from 50% to 110% of an
individual’s January 1 annual base salary. Previously,
the
Compensation Committee approved the 2005 performance awards under the plan
on
January 26, 2006, and such awards were paid on February 3, 2006. Awards for
the
2005 plan year were also based on Halliburton Company CVA.
The
Compensation Committee also approved the performance goals for the 2006 Cycle
under Halliburton’s Performance Unit Program, which is a long-term program under
the Halliburton 1993 Stock and Incentive Plan, designed to provide key
executives with the specified incentive opportunities contingent on the level
of
achievement of pre-established corporate performance objectives.
The
2006
Cycle began on January 1, 2006, and will end on December 31, 2008. Performance
is measured by Halliburton Company consolidated Return on Capital Employed
compared to both absolute goals and relative goals, as measured by the results
achieved by comparator companies. Individual incentive opportunities
are set
as a
percent of each individual’s base salary at the beginning of the cycle. Rewards
may be paid in cash, stock or a combination thereof.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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HALLIBURTON
COMPANY
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Date:
February 22, 2006
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By:
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/s/ Bruce A. Metzinger |
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Bruce
A. Metzinger
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Assistant
Secretary
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