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): May 20,
2009
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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Item
5.02. Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
Amendment and Restatement of
the Stock and Incentive Plan
At our
Annual Meeting of Stockholders held on May 20, 2009, our stockholders approved
the amendment and restatement of the Halliburton Company Stock and Incentive
Plan (the "Stock and Incentive Plan"). The Stock and Incentive Plan
was amended and restated by our Board of Directors on February 11, 2009, subject
to the approval of our stockholders.
As a
result of the stockholders’ approval, the Stock and Incentive Plan was
materially amended and modified as follows:
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·
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Reservation
of an additional 34,959,680 shares of our common stock for issuance under
the Stock and Incentive Plan.
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·
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For
the purpose of computing shares remaining eligible for issuance under the
Stock and Incentive Plan, each share issued as a restricted stock grant
(or due to the vesting of a stock unit or performance share award) will
count as the issuance of 1.60 shares under the
plan.
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·
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Removal
of the limitation that no more than 32,000,000 shares in the aggregate may
be awarded as restricted stock grants or stock
units.
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·
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An
increase of the cash value calendar year limit for individual performance
awards not denominated in common stock from $5,000,000 to $10,000,000 for
purposes of Section 162(m) of the Internal Revenue
Code.
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A more
complete description of the terms of the Stock and Incentive Plan and the
material amendments and modifications to the plan can be found in (Item 3)
(pages 49 through 54) of our definitive proxy statement dated and filed with the
Securities and Exchange Commission on April 6, 2009, which description is
incorporated by reference herein. The foregoing descriptions and the
description incorporated by reference from our proxy statement are qualified in
their entirety by reference to the Stock and Incentive Plan, a copy of which is
filed as Appendix B to our proxy statement.
Amendment and Restatement of
the Employee Stock Purchase Plan
Also at
our Annual Meeting of Stockholders, our stockholders approved the amendment and
restatement of the Halliburton Company Employee Stock Purchase Plan (the
"ESPP"). The ESPP was amended and restated by our Board on February
11, 2009, subject to the approval of our stockholders.
As a
result of the stockholders’ approval, the ESPP was amended and restated by
authorizing an additional 20,000,000 shares of our common stock for purchase
under the ESPP.
A more
complete description of the terms of the ESPP and the material amendments and
modifications to the ESPP can be found in (Item 4) (pages 55 through 57) of our
definitive proxy statement dated and filed with the Securities and Exchange
Commission on April 6, 2009, which description is incorporated by reference
herein. The foregoing description and the description incorporated by
reference from our proxy statement are qualified in their entirety by reference
to the ESPP, a copy of which is filed as Appendix C to our proxy
statement.
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: May
22, 2009
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By:
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/s/
Robert L. Hayter
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Robert
L. Hayter
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Assistant
Secretary
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