Halliburton Co

This proposal asks shareholders to cast an advisory (non-binding) vote approving the compensation paid to Halliburton’s Named Executive Officers as disclosed in the proxy materials. Management is seeking this annual advisory endorsement to confirm shareholder support for its compensation design, which combines base salary, a performance-based annual cash incentive (measured by NOPAT and Asset Turns plus non-financial strategic metrics) and long-term incentive awards (performance units measured primarily by relative ROCE with a TSR modifier, and time‑based restricted stock). The Compensation Committee emphasizes alignment with shareholder interests through a pay-for-performance mix that places substantial compensation at risk and uses relative metrics to address industry cyclicality. The filing stresses substantial shareholder engagement (covering approximately 61% of shares) and highlights prior strong say-on-pay support (~94% in 2025) as evidence shareholders broadly support the program. The board recommends a FOR vote because it views the program as competitive, rigorous in target-setting, and responsive to investor feedback, while retaining governance safeguards such as clawbacks, ownership requirements, anti-hedging/pledging rules, and limits on director awards. Because the vote is advisory, it will not change compensation contractual terms, but the Compensation Committee will consider the results when setting future programs and targets. Key company context includes use of ROCE and TSR in long-term awards to reward capital efficiency and relative shareholder returns in a cyclical industry and an expressed desire to maintain equity programs to attract and retain technical and operational talent. In evaluating the merits, investors should weigh the program’s emphasis on multi-year relative performance metrics and governance protections against dilution and the effects of cyclical target-setting on payouts. The Compensation Committee also explains its decisions on peer groups, target-setting rationale (including why 2025 annual targets were below 2024 actuals given normalization expectations), and uses a mix of cash and stock in the performance unit program, all of which bear on potential long-term alignment with shareholders.

This proposal requests shareholder approval to amend Halliburton Energy Services, Inc.’s charter to remove a longstanding pass-through voting clause that requires parent-company (Halliburton Company) shareholder approval for acts that would normally require only HESI shareholder action. Management argues this requirement is unusual among public holding companies and creates administrative friction and potential delays and costs—e.g., scheduling special votes—when the subsidiary needs to effect ordinary corporate changes. The amendment would allow the Company’s wholly owned parent subsidiary to approve specified subsidiary actions directly, bringing HESI in line with typical holding‑company practice and enabling faster, more efficient subsidiary governance. Importantly, the filing states this change would not affect Halliburton Company shareholders’ rights to vote on matters that directly affect the parent company (such as mergers, asset sales, or other company-level transactions). From a governance perspective, the Board frames the amendment as a technical modernization that reduces an operational constraint without substantively altering shareholders’ rights with respect to the parent company. The Board recommends a FOR vote because management believes the change increases flexibility for international operations and makes Halliburton’s subsidiary governance consistent with industry practice, while preserving material shareholder protections at the parent level. Investors evaluating the proposal should weigh the operational efficiency gain and alignment with peers against any concerns about reducing an additional layer of shareholder review for certain subsidiary actions; the company emphasizes the limited and administrative nature of the change and notes it would not reduce shareholder voting rights on matters that affect the Company itself.

This management proposal asks shareholders to approve an amendment and restatement of the Stock and Incentive Plan to add 19,900,000 shares to the plan reserve—a replenishment management says will meet equity compensation needs through the 2028 annual meeting. Management justifies the request by describing equity awards as essential to attract, retain and motivate technical and operational talent and to align employee incentives with long-term shareholder value. The filing emphasizes governance controls to mitigate dilution: a 1.60 share-counting factor for full-value awards, explicit prohibition of liberal share recycling, caps on awards to individual employees (1,000,000-option/share limit and $30 million cash-equivalent cap), director award limits ($750,000 in value per year), prohibition on repricing without shareholder approval, and double‑trigger change‑in‑control protections. The Compensation Committee states it sized the request relative to peer practices and historical burn rate and intends to seek further authorizations only as needed (expecting next request in 2028). The Board recommends a FOR vote because it believes replenishing the plan preserves the company’s ability to deliver competitive long-term incentives while applying share-use controls that are intended to limit dilution. Investors should weigh the benefits of sustained equity-based alignment and retention against the incremental dilution and consider the plan’s anti‑recycling features and award caps when evaluating the proposal’s long-term impact on share count and earnings per share.

This proposal asks shareholders to approve an amendment and restatement of the Employee Stock Purchase Plan that adds 30,000,000 shares to the ESPP reserve. Management frames the ESPP as a broad-based, tax-qualified benefit (Section 423) to encourage employee ownership and retention across the workforce—approximately 40,000 employees are eligible and participation is limited to 10% of eligible compensation (up to $25,000 fair market value per calendar year). Replenishing the reserve maintains the Company’s ability to offer quarterly purchase periods at a 90% of lesser-of-enrollment-or-purchase-date price and preserves the plan’s role in employee engagement and retention. The Board recommends FOR because it sees the program as a cost-effective way to promote alignment between employees and shareholders and to support recruiting and retention, while the plan includes purchase limits and eligibility controls to limit excessive dilution. Investors should evaluate the proposal by balancing the benefits of broad-based ownership and the ESPP’s employee retention value against the incremental share reserve increase and resulting potential dilution; management also notes that NQSPP activity for non-U.S. jurisdictions will reduce the ESPP reserve on a share-for-share basis.