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): December 5, 2018
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.
As previously announced, effective November 12, 2018, Lance Loeffler became Chief Financial Officer of Halliburton
Company. Effective December 5, 2018, Mr. Loeffler was promoted to Executive Vice President.
In connection with his appointment as Executive Vice President, Halliburton entered into an Executive Agreement with Mr.
Loeffler effective December 5, 2018. Pursuant to the Executive Agreement, Mr. Loeffler will receive an annual base salary of $650,000, a restricted stock award of 29,800 shares to vest 20% annually over a five (5) year period, and nonqualified
stock options to purchase 51,100 shares of Halliburton Company common stock with an exercise price of $31.44 per share that vest 33 1/3% annually over a three (3) year period, 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. Loeffler from competing with the company or soliciting
company personnel for a period of two years after termination of employment. If Mr. Loeffler’s employment is terminated by Mr. Loeffler for good reason or by death, disability, or retirement or his employment is terminated by the company for any
reason other than cause or Mr. Loeffler’s 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 will lapse. In addition, in the case of a termination by Mr. Loeffler for good reason or termination by the company for any reason other than cause or a significant
violation, Mr. Loeffler will receive a lump sum cash payment equal to two years of his base salary then in effect.
The description of Mr. Loeffler’s Executive Agreement is qualified in its entirety by the provisions of the agreement,
which is incorporated by reference to Exhibit 10.1 to this Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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: December 11, 2018
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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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EXHIBIT INDEX
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