Independent
Tenure on this board
2.4 yrs
11 nominees · 3 ballot items.
Three proposals: election of 11 directors, an advisory (non-binding) approval of named executive officer compensation (say-on-pay), and ratification of PricewaterhouseCoopers LLP as independent auditors.
Elect 11 director nominees to serve until the 2027 annual meeting or until their successors are elected or earlier death, resignation or removal.
Non-binding, advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.
This proposal requests a non-binding advisory approval (‘‘say-on-pay’’) of the Company’s 2025 named executive officer (NEO) compensation as disclosed in the proxy statement. Management is seeking shareholder approval to affirm its compensation framework, which the Board and HRC Committee designed to align pay with company financial, operational and sustainability goals through a mix of base salary, at-risk annual bonuses tied to a Board-approved Company Scorecard, and long-term incentives (RSUs and PSUs) emphasizing Relative TSR and ROIC. The Company notes it adopted annual say-on-pay votes following 2023 shareholder input, and this vote is presented on an advisory basis consistent with that commitment. The Board recommends FOR, arguing the program ties 84–91% of targeted direct compensation for NEOs to performance, includes caps, double-trigger CIC protections, clawback provisions, stock ownership guidelines, and independent committee oversight and consultant advice. The context includes strong 2025 operational and financial results (Free Cash Flow generation, portfolio actions and shareholder returns) and robust shareholder engagement, which management says support its pay practices. Investors should weigh that management’s program heavily weights short- and long-term performance metrics but also affords Board discretion (within stated ranges) in final payouts and uses peer benchmarking that can implicitly reflect commodity-cycle dynamics. The proposal is non-binding, so even if not approved, it would not change contractual pay arrangements but could prompt Board reconsideration of compensation design or disclosure. Given Ovintiv’s recent shareholder support (stated historical say-on-pay support) and the Board’s governance safeguards, management frames the vote as an affirmation of its pay-for-performance approach, while opponents (if any) would likely focus on absolute pay levels, alignment with long-term returns, or greenhouse gas and safety metrics integration.
Ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 5.61% | 15,777,360 | $937M |
| 2 | FMR LLC | 5.43% | 15,267,494 | $906M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.38% | 15,108,630 | $897M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.50% | 12,634,528 | $750M |
| 5 | DIMENSIONAL FUND ADVISORS LP | 3.65% | 10,248,819 | $608M |
| 6 | STATE STREET CORP | 3.55% | 9,979,363 | $592M |
| 7 | HOTCHKIS WILEY CAPITAL MANAGEMENT LLC | 3.03% | 8,501,093 | $505M |
| 8 | BlackRock, Inc. | 2.94% | 8,270,215 | $491M |
| 9 | ARROWSTREET CAPITAL, LIMITED PARTNERSHIP | 2.80% | 7,880,705 | $468M |
| 10 | PRICE T ROWE ASSOCIATES INC /MD/ | 2.46% | 6,902,466 | $410M |
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