HALLIBURTON COMPANY (NYSE:HAL) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
Chief Executive Officer David J. Lesar will become Executive
Chairman effective June 1, 2017. Also effective June 1, 2017,
Director and President Jeffrey A. Miller will become President
and Chief Executive Officer of Halliburton Company.
Board of Directors and as President of Halliburton Company, since
August 2014; Executive Vice President and Chief Operating Officer
of Halliburton Company, September 2012 to July 2014; and Senior
Vice President, Global Business Development and Marketing of
Halliburton Company, January 2011 to August 2012.
Halliburton entered into an Executive Agreement with Mr. Lesar
effective June 1, 2017, that replaces his existing employment
agreement and provides for his continued employment until
December 31, 2018. to the Executive Agreement, Mr. Lesar will
receive an annual base salary of $1 million and a restricted
stock unit grant valued at $15 million (“Lesar equity grant”),
and will be entitled to participate in the company’s 2018
performance pay and performance unit incentive plans and to
receive in December 2017, grants of restricted stock and stock
options under the Halliburton Company Stock and Incentive Plan.
The Executive Agreement also restricts Mr. Lesar from competing
with the company or soliciting company personnel for a period of
four years after termination of employment. If Mr. Lesar’s
employment is terminated by Mr. Lesar for good reason or by
death, disability, retirement, or early retirement or his
employment is terminated by the company for any reason other than
cause or Mr. Lesar’s substantial participation in a breach of
fiduciary duty arising from a material violation of a U.S.
federal or state law or failure to supervise an employee who
substantially participated in such a violation (“significant
violation”), all restrictions on restricted stock and units,
other than the Lesar equity grant, will lapse. In addition,
provided that Mr. Lesar remains employed by Halliburton through
December 31, 2018 or his employment is earlier terminated for any
of the above reasons other than early retirement, he will also
receive (a) a lump sum cash payment of $2 million, and (b)
one-half of the value of the Lesar equity grant in the form of
Halliburton common stock. The remaining one-half of the Lesar
equity grant will be valued on the termination date and paid in
four equal annual installments beginning on the first anniversary
of his termination, provided that he remains in compliance with
his continuing obligations under the Executive Agreement.
S. Brown, President Western Hemisphere, effective June 1, 2017,
that replaces his existing employment agreement and provides for
his continued employment until December 31, 2019. to the
Executive Agreement, Mr. Brown will continue to receive his
current annual base salary, a restricted stock unit grant valued
at $5 million (“Brown equity grant”), and will be eligible to
participate in the company’s performance pay and performance
unit incentive plans and to receive grants of restricted stock
and stock options under the Halliburton Company Stock and
Incentive Plan. The Executive Agreement also restricts Mr. Brown
from competing with the company or soliciting company personnel
for a period of three years after termination of employment. If
Mr. Brown’s employment is terminated by Mr. Brown for good
reason or by death, disability, retirement, or early retirement
or his employment is terminated by the company for any reason
other than cause or a significant violation, all restrictions on
restricted stock and units, other than the Brown equity grant,
will lapse. In addition, provided that Mr. Brown remains employed
by Halliburton through December 31, 2019 or his employment is
earlier terminated for any of the above reasons other than early
retirement, he will also receive one-half of the value of the
Brown equity grant in the form of Halliburton common stock. The
remaining one-half of the Brown equity grant will be valued on
the termination date and paid in three equal annual installments
beginning on the first anniversary of his termination, provided
that he remains in compliance with his continuing obligations
under the Executive Agreement. In addition, in the case of a
termination by Mr. Brown for good reason or termination by the
company for any reason other than cause or a significant
violation, Mr. Brown will receive a lump sum cash payment equal
to two years of his base salary then in effect.
Eastern Hemisphere, and Robb L. Voyles, Executive Vice President,
Interim Chief Financial Officer, Secretary and General Counsel
were each granted restricted stock with a grant date value of
$2.5 million which each vest 100% five years from the date of
grant.
Agreements are qualified in their entirety by the provisions of
the agreements, which are incorporated by reference to Exhibits
10.1 and 10.2, respectively, to this Form 8-K.
Holders.
Stockholders. Stockholders 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 2017; |
(3)
|
Advisory approval of executive compensation;
|
(4)
|
An advisory vote on the frequency of future advisory
votes on executive compensation; and |
(5)
|
A proposal to amend and restate the Halliburton Company
Stock and Incentive Plan. |
votes on executive compensation proposal were in favor of holding
an advisory vote on executive compensation every year. Our Board
of Directors decided that Halliburton will continue to include an
advisory vote on executive compensation every year in its future
proxy materials.
1.
|
Election of Directors:
|
||||
Name of Nominee
|
For
|
Against
|
Abstain
|
Broker Non-Votes
|
|
Abdulaziz F. Al Khayyal
|
645,187,186
|
2,882,627
|
1,344,035
|
93,811,316
|
|
William E. Albrecht
|
636,373,005
|
11,663,494
|
1,377,349
|
93,811,316
|
|
Alan M. Bennett
|
640,204,208
|
7,868,813
|
1,340,827
|
93,811,316
|
|
James R. Boyd
|
618,939,406
|
29,082,097
|
1,392,345
|
93,811,316
|
|
Milton Carroll
|
575,447,416
|
72,618,366
|
1,348,066
|
93,811,316
|
|
Nance K. Dicciani
|
642,356,002
|
5,718,128
|
1,339,718
|
93,811,316
|
|
Murry S. Gerber
|
627,812,194
|
20,239,239
|
1,362,415
|
93,811,316
|
|
Jos C. Grubisich
|
645,884,311
|
2,187,893
|
1,341,644
|
93,811,316
|
|
David J. Lesar
|
625,359,812
|
21,723,993
|
2,330,043
|
93,811,316
|
|
Robert A. Malone
|
627,705,276
|
20,384,460
|
1,324,112
|
93,811,316
|
|
J. Landis Martin
|
625,052,444
|
19,660,893
|
4,700,511
|
93,811,316
|
|
Jeffrey A. Miller
|
640,570,497
|
7,510,211
|
1,333,140
|
93,811,316
|
|
Debra L. Reed
|
555,550,317
|
92,561,688
|
1,301,843
|
93,811,316
|
2.
|
Ratification of the selection of auditors:
|
|
For
|
730,351,068
|
|
Against
|
10,994,511
|
|
Abstain
|
1,879,585
|
|
Broker Non-Votes
|
||
3.
|
Advisory approval of executive compensation:
|
|
For
|
430,100,129
|
|
Against
|
217,356,634
|
|
Abstain
|
1,957,085
|
|
Broker Non-Votes
|
93,811,316
|
|
4.
|
Proposal for advisory vote on the frequency of future
advisory votes on executive compensation: |
|
I Year
|
596,635,420
|
|
2 Years
|
1,062,114
|
|
3 Years
|
50,163,334
|
|
Abstain
|
1,552,980
|
|
Broker Non-Votes
|
93,811,316
|
|
5.
|
Proposal to amend and restate the Halliburton Company
Stock and Incentive Plan: |
|
For
|
606,129,264
|
|
Against
|
41,413,115
|
|
Abstain
|
1,871,469
|
|
Broker Non-Votes
|
93,811,316
|
About HALLIBURTON COMPANY (NYSE:HAL)
Halliburton Company is a provider of services and products to the upstream oil and natural gas industry. The Company operates through two segments: the Completion and Production segment, and the Drilling and Evaluation segment. The Company’s Completion and Production segment delivers cementing, stimulation, intervention, pressure control, specialty chemicals, artificial lift, and completion products and services. The Company’s Drilling and Evaluation segment provides field and reservoir modeling, drilling, evaluation and wellbore placement solutions that enable customers to model, measure, drill and manage its well construction activities. The Company’s baroid provides drilling fluid systems, performance additives, completion fluids, solids control, specialized testing equipment and waste management services for oil and natural gas drilling, completion and workover operations. The Company operates its business in approximately 80 countries. HALLIBURTON COMPANY (NYSE:HAL) Recent Trading Information
HALLIBURTON COMPANY (NYSE:HAL) closed its last trading session up +0.48 at 47.60 with 9,495,468 shares trading hands.