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): February 13, 2019
HALLIBURTON COMPANY
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
(State or Other Jurisdiction of
Incorporation)
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001-03492
(Commission File Number)
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No. 75-2677995
(IRS Employer Identification No.)
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3000 North Sam Houston Parkway East, Houston, Texas 77032
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(Address of Principal Executive Offices and zip code)
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Registrant’s Telephone Number, Including Area Code: (281) 871-2699
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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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in 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).
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Emerging growth company ☐
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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. ☐
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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.
Election of Directors
Dr. M. Katherine Banks and Ms. Patricia Hemingway Hall were elected as members of our Board of Directors
effective February 13, 2019. There are no arrangements or understandings between either Dr. Banks or Ms. Hall and any other persons pursuant to which either of Dr. Banks or Ms. Hall were elected as Directors. The Board will appoint Dr. Banks and
Ms. Hall to Committees of the Board in May. There are no related party transactions between us and either of Dr. Banks or Ms. Hall.
Dr. Banks and Ms. Hall will each participate in the compensation arrangements for non-management
Directors as described in our Proxy Statement filed April 3, 2018. Dr. Banks and Ms. Hall will each receive an initial equity award of restricted stock units (“RSUs”) equal to a pro-rated amount of the annual equity award granted to our Directors
of $185,000. Each RSU represents the right to receive a share of our common stock on a future date as provided in the award agreement. The factor used to determine the prorated award is the number of whole months of service from the beginning of
the month in which a Director is first elected to the following first of August divided by twelve. The number of RSUs awarded is then determined by dividing the prorated award amount by the average of the closing price of our common stock on the
New York Stock Exchange on each business day during the month immediately preceding the Director’s election to the Board. Based on this formula, Dr. Banks and Ms. Hall will each receive an initial award of 3,048 RSUs.
We entered into indemnification agreements with each Dr. Banks and Ms. Hall on February 13, 2019. The indemnification
agreement provides that, subject to certain exceptions and limitations set forth therein, we will indemnify and advance certain expenses to the Director to the fullest extent, and only to the extent, permitted by applicable law in effect as of the
date of the agreement and to such greater extent as applicable law may thereafter from time to time permit. The foregoing description of the indemnification agreement is only a summary and is subject to and qualified in its entirety by the
provisions of the Form of Indemnification Agreement for Directors (first elected after January 1, 2013), which is incorporated by reference to Exhibit 10.1 to this Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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10.1 |
Form of Indemnification Agreement for Directors (first elected after January 1, 2013) (incorporated by reference to Exhibit 10.1 of Halliburton’s Form 8-K
filed March 22, 2013, File No. 001-03492).
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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: February 19, 2019
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By:
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/s/ Bruce A. Metzinger
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Bruce A. Metzinger
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Vice President, Public Law and Assistant Secretary
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