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 19, 2020
     

HALLIBURTON COMPANY
(Exact Name of Registrant as Specified in Its Charter)
     

Delaware
(State or Other Jurisdiction of Incorporation)

3000 North Sam Houston Parkway East
Houston, Texas 77032
(Address of Principal Executive Offices)

001-03492
No. 75-2677995
(Commission File Number)
(IRS Employer Identification No.)
 (281) 871-2699
(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):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
Trading Symbol
Name of each exchange on which registered
 
Common Stock, par value $2.50 per share
HAL
New York Stock Exchange
 
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
     
 
Emerging growth company

 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
 
 
 






INFORMATION TO BE INCLUDED IN REPORT


Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On May 19, 2020, Halliburton held its Annual Meeting of Shareholders.  At the Annual Meeting, shareholders approved the Halliburton Company Stock and Incentive Plan, as amended and restated effective February 11, 2020, to increase the number of common shares of the company available for issuance under the Plan by 16 million shares and to add net operating profit after taxes and asset turns as potential performance criteria with respect to performance awards.

For a description of the principal terms of the Plan, see “Proposal No. 4: Proposal to Amend
and Restate the Halliburton Company Stock and Incentive Plan” in Halliburton’s proxy statement dated April 7, 2020 for the Annual Meeting, which description is incorporated herein by reference. A copy of the Plan is filed as Exhibit 10.1.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On May 19, 2020, Halliburton held its Annual Meeting of Shareholders.  Shareholders were asked to consider and act upon:

(1)
The election of Directors;
(2)
Ratification of the appointment of KPMG LLP as independent public accountants to examine the financial statements and books and records of Halliburton for the year 2020;
(3)
Advisory approval of executive compensation; and
(4)
A proposal to amend and restate the Halliburton Company Stock and Incentive Plan.




The voting results for each matter are set out below.

1.
Election of Directors:
     
 
Name of Nominee
For
Against
Abstain
Broker
Non-Votes
   
A.F. Al Khayyal
556,233,634
 
40,075,585
 
1,191,411
 
122,675,168
   
W.E. Albrecht
548,129,497
 
48,229,646
 
1,141,487
 
122,675,168
   
M.K. Banks
593,368,040
 
2,976,797
 
1,155,793
 
122,675,168
   
A.M. Bennett
579,326,230
 
17,027,056
 
1,147,344
 
122,675,168
   
M. Carroll
573,271,628
 
23,051,799
 
1,177,203
 
122,675,168
   
N.K. Dicciani
548,519,679
 
47,736,556
 
1,244,395
 
122,675,168
   
M.S. Gerber
579,901,313
 
16,426,673
 
1,172,644
 
122,675,168
   
P.H. Hall
588,665,394
 
7,635,395
 
1,199,841
 
122,675,168
   
R.A.Malone
538,981,568
 
57,350,873
 
1,168,189
 
122,675,168
   
J.A.Miller
567,753,517
 
28,215,923
 
1,531,190
 
122,675,168


2.
Ratification of the selection of auditors:
     
 
For
703,819,273
 
 
Against
13,714,478
 
 
Abstain
2,642,047
 
 
Broker Non-Votes
0
 
       
     
3.
Advisory approval of executive compensation:
 
 
For
539,591,445
 
 
Against
56,286,535
 
 
Abstain
1,622,650
 
 
Broker Non-Votes
122,675,168
 
       
     
5.
Proposal to amend and restate the Halliburton Company Stock and Incentive Plan:
 
 
For
560,959,281
 
 
Against
35,114,506
 
 
Abstain
1,426,843
 
 
Broker Non-Votes
122,675,168
 





Item 9.01
Financial Statements and Exhibits.
(d) Exhibits
 
     
Exhibit
No.
 
  
Description
   
10.01




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.





 
HALLIBURTON COMPANY
     
     
Date:    May 22, 2020
By:
 /s/ Bruce A. Metzinger
   
Bruce A. Metzinger
   
Vice President, Public Law and Assistant Secretary