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We are providing these proxy materialsBack to you in connection with the solicitation by the Board of Directors of Halliburton Company, or the Board, of proxies to be voted at our 2016 Annual Meeting of Stockholders and at any adjournment or postponement of the meeting. By executing and returning the enclosed proxy, by following the enclosed voting instructions or by voting via the Internet or by telephone, you authorize the persons named in the proxy to represent you and vote your shares on the matters described in the Notice of Annual Meeting.Contents

The Notice of Internet Availability of Proxy Materials is being sent to stockholders on or about April 5, 2016. Our Annual Report on Form 10-K, including financial statements, for the fiscal year ended December 31, 2015 accompanies this proxy statement. The Annual Report on Form 10-K shall not be considered as a part of the proxy solicitation material or as having been incorporated by reference.

Subject to space availability, all stockholders as of the record date, or their duly appointed proxies, may attend the Annual Meeting, and each may be accompanied by one guest. Admission to the Annual Meeting will be on a first-come, first-served basis. Registration will begin at 8:00 a.m., and the Annual Meeting will begin at 9:00 a.m. Please note that we will ask you to present valid picture identification, such as a driver’s license or passport, when you check in at the registration desk.

If you hold your shares in “street name” (that is, through a broker or other nominee), you will need to bring a copy of a brokerage statement reflecting your stock ownership as of the record date.

You may not bring cameras, recording equipment, electronic devices, large bags, briefcases or packages into the Annual Meeting.

If you attend the Annual Meeting, you may vote in person. If you are not present, you can only vote your shares if you have voted via the Internet, by telephone or returned a properly executed proxy; in these cases, your shares will be voted as you specify. If you return a properly executed proxy and do not specify a vote, your shares will be voted in accordance with the recommendations of the Board. You may revoke the authorization given in your proxy at any time before the shares are voted at the Annual Meeting.

The record date for determination of the stockholders entitled to vote at the Annual Meeting is the close of business on March 21, 2016. Our common stock, par value $2.50 per share, is our only class of capital stock that is outstanding. As of March 21, 2016, there were 858,517,672 shares of our common stock outstanding. Each of our outstanding shares of common stock is entitled to one vote on each matter submitted to the stockholders for a vote at the Annual Meeting. We will keep a complete list of stockholders entitled to vote at our principal executive office for ten days before, and will also have the list available at, the Annual Meeting. Our principal executive office is located at 3000 N. Sam Houston Parkway East, Administration Building, Houston, Texas 77032.

Votes cast by proxy or in person at the Annual Meeting will be counted by the persons we appoint to act as election inspectors for the Annual Meeting. Except as set forth below, the affirmative vote of the majority of shares present in person or represented by proxy at the Annual Meeting and entitled to vote on the subject matter will be the act of the stockholders. Shares for which a stockholder has elected to abstain on a matter will count for purposes of determining the presence of a quorum and, except as set forth below, will have the effect of a vote against the matter.

Each Director shall be elected by the vote of the majority of the votes cast, provided that if the number of nominees exceeds the number of Directors to be elected and any stockholder-proposed nominee has not been withdrawn before the tenth (10^th) day preceding the day we mail the Notice of Internet Availability of Proxy Materials to stockholders for the Annual Meeting, the Directors shall be elected by the vote of a plurality of the shares represented in person or by proxy at the Annual Meeting and entitled to vote on the election of Directors. A majority of the votes cast means that the number of shares voted “for” a Director must exceed the number of votes cast “against” that Director; we will not count abstentions. As a condition to being nominated by the Board for continued service as a Director, each Director nominee has signed and delivered to the Board an irrevocable letter of resignation limited to and conditioned on that Director failing to achieve a majority of the votes cast at an election where Directors are elected by majority vote. For any Director nominee who fails to be elected by a majority of votes cast, where Directors are elected by majority vote, his or her irrevocable letter of resignation will be deemed tendered on the date the election results are certified. Such resignation shall only be effective upon acceptance by the Board.

The election inspectors will treat broker non-vote shares, which are shares held in street name that cannot be voted by a broker on specific matters in the absence of instructions from the beneficial owner of the shares, as shares that are present and entitled to vote for purposes of determining the presence of a quorum. In determining the outcome of any matter for which the broker does not have discretionary authority to vote, however, those shares will not have any effect on that matter. A broker may be entitled to vote those shares on other matters.

In accordance with our confidential voting policy, no particular stockholder’s vote will be disclosed to our officers, Directors, or employees, except:

The proxy solicitor, the election inspectors, and the tabulators of all proxies, ballots, and voting tabulations are independent and are not our employees.

CorporateCORPORATE GOVERNANCEGovernance

Corporate Governance Guidelines and Committee Charters

Our Board has long maintained a formal statement of its responsibilities and corporate governance guidelines to ensure effective governance in all areas of its responsibilities. Our corporate governance guidelines, as revised in January 2015,Corporate Governance Guidelines are attached as Appendix A to this proxy statement and are also available on our website atwww.halliburton.comby clicking on the tab “About Us,”Us”, and then the “Corporate Governance” link. The guidelines are reviewed periodically and revised as appropriate to reflect the dynamic and evolving processes relating to corporate governance, including the operation of the Board.

In order for our stockholdersshareholders to understand how the Board conducts its affairs in all areas of its responsibility, the full text of the charters of our Audit; Compensation; Health, Safety and Environment; and Nominating and Corporate Governance Committees are also available on our website.

Except to the extent expressly stated otherwise, information contained on or accessible from our website or any other website is not incorporated by reference into and should not be considered part of this proxy statement.

Code of Business Conduct

Our Code of Business Conduct, which applies to all of our employees and Directors and serves as the code of ethics for our principal executive officer, principal financial officer, principal accounting officer or controller, and other persons performing similar functions, is available on our website. Any waivers to our Code of Business Conduct for our Directors or executive officers can only be made by our Audit Committee. There were no waivers of the Code of Business Conduct in 2015.2019.

Related Persons Transactions Policy

Our Board has adopted a written policy governing related persons transactions as part of the Board’s commitment to good governance and independent oversight. The policy covers transactions involving any of our Directors, executive officers, nominees for Director, or greater than 5% stockholders,shareholders, or any of their immediate family member of the foregoing,members, among others.

The types of transactions covered by this policy are transactions, arrangements, or relationships, or any series of similar transactions, arrangements, or relationships, including any indebtedness or guarantee of indebtedness, in which (1) we or any of our subsidiaries were or will be a participant, (2) the aggregate amount involved exceeds $120,000 in any calendar year, and (3) any related person had, has, or will have a direct or indirect interest (other than solely as a result of being a director of, or holding less than a 10% beneficial ownership interest in, another entity).material interest.

Under the policy, we generally only enter into or ratify related persons transactions when the Board determines such transactions are in our best interests and the best interests of our stockholders.shareholders. In determining whether to approve or ratify a related personpersons transaction, the Board will consider the following factors and such other factors it deems appropriate:

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Back to ensure independent oversight on behalf of all stockholders.

Board Risk Oversight

We have implemented an Enterprise Risk Management system to identify and analyze enterprise level risks and their potential impact on us. At least annually, the Audit Committee of the Board receives a report on our processes with respect to risk assessment and risk management. Our executive officers are assigned responsibility for the various categories of risk, with the Chief Executive Officer being ultimately responsible to the Board for all risk categories. The responsibility of the Chief Executive Officer for all risk matters is consistent with his being primarily responsible for managing our day-to-day business.

Members of the Committees of Our Board of Directors

Audit Committee

The Audit Committee’s responsibilities include:

The Board has determined that Alan M. Bennett, James R. Boyd, Nance K. Dicciani, Murry S. Gerber, and José C. Grubisich are independent under our corporate governance guidelines and are “audit committee financial experts” as defined by the Securities and Exchange Commission, or SEC. A copy of the Audit Committee Charter is available on our website atwww.halliburton.com.

Compensation Committee

The Compensation Committee’s responsibilities include:

2019 Meetings		Committee Members		Responsibilities
3		William E. Albrecht Milton Carroll Murry S. Gerber(Chair) Patricia Hemingway Hall Robert A. Malone		•   Developing an overall executive compensation philosophy and strategy;   • Overseeing the effectiveness of our compensation program in attracting, retaining,and motivating key employees; • Utilizing our compensation program to reinforce business strategies and objectives for enhanced stockholderandobjectives to enhance shareholder value; • Administering our compensation program, including our incentive plans, in a fair andfairand equitable manner consistent with established policies and guidelines; • Developing an overall executiveguidelines whilemonitoring risks associated with compensation philosophyplans; and strategy; and • Additional   Performing additional roles and activities with respect to executive compensation ascompensationas described under Compensation Discussion and Analysis. A copy of the Compensation Committee Charter is available on our website atwww.halliburton.com.   A copy of the Compensation Committee Charter is available on our website atwww.halliburton.com. www.halliburton.com   HALLIBURTON  |  2020Proxy Statement 4 Back to Contents Health, Safety and Environment Committee   The Health, Safety and Environment Committee’s responsibilities include: •2019 Meetings Committee Members Responsibilities 4 Abdulaziz F. Al Khayyal William E. Albrecht M. Katherine Banks Nance K. Dicciani(Chair) •Reviewing and assessing our health, safety, environmental, and environmentalsustainabledevelopment policies and practices; • Overseeing the communication, and implementation, of, and reviewing our compliance with these policies,thesepolicies, as well as applicable goals and legal requirements; and • Assisting the Board with oversight of our risk-management processes relating to health,tohealth, safety, the environment, and the environment.sustainability. A copy of our Health, Safety and Environment Committee Charter is available onour website atwww.halliburton.com. A copy of our Health, Safety and Environment Committee Charter is available on our website atwww.halliburton.com.   Nominating and Corporate Governance Committee   The Nominating and Corporate Governance Committee’s responsibilities include: •2019 Meetings Committee Members Responsibilities 4 Abdulaziz F. Al Khayyal Alan M. Bennett Milton Carroll(Chair) Patricia Hemingway Hall Robert A. Malone •Reviewing and recommending revisions to our corporate governance guidelines; Corporate Governance Guidelines; • Overseeing our Director self-evaluation process and performance reviews; • Identifying and screening candidates for Board and committeeCommittee membership; • Reviewing the overall composition profile of the Board for the appropriate mix of skills,ofskills, characteristics, experience, and expertise; and • Reviewing and making recommendations on Director compensation practices.compensation; and •   Reviewing the management succession planning process. A copy of our Nominating and Corporate Governance Committee Charter isavailable on our website atwww.halliburton.com.   A copyBoard Attendance During 2019, the Board held 4 meetings and met in Executive Session, without management present, on 4 occasions. Committee meetings were held as follows: Audit Committee 7 Compensation Committee 3 Health, Safety and Environment Committee 4 Nominating and Corporate Governance Committee 4 Nine members of the Board attended 100% of the total number of meetings of the Board and the Committees on which he or she served during 2019 and all members of the Board attended at least 94% of those meetings. All of our Directors attended the 2019 Annual Meeting, as required by our Corporate Governance Guidelines. HALLIBURTON  |  2020Proxy Statement 5 Back to Contents Evaluation of Board and Director Performance The Board believes that a rigorous evaluation process is an essential component of strong corporate governance practices. The Nominating and Corporate Governance Committee Charter is availableannually conducts a three-part evaluation process to evaluate Board effectiveness and aid in succession planning. This process consists of a full Board evaluation, Committee evaluations, and individual Director evaluations. The evaluations, which are distributed and obtained through a third party platform, seek feedback on our website atwww.halliburton.com.Board and Committee performance, processes, effectiveness, and opportunities for improvement. The results of the evaluations are reviewed and discussed with the Board, its Committees, and each individual Director. As part of the annual process, each Director also completes a skill set survey. The Board uses the survey responses to evaluate the experience and expertise of existing Directors and to identify the skills and characteristics of future Director candidates to achieve and maintain an optimum mix of skills and characteristics.   www.halliburton.com HALLIBURTON  |   - 2016 2020Proxy Statement 6 Back to Contents Back to Contents StockholderShareholder Nominations of Directors   StockholdersOur By-laws provide that shareholders may nominate persons for election to the Board at a meeting of stockholders in the manner provided in our By-laws, which include a requirement to comply with certain notice procedures. Nominations shall be made pursuant toshareholders. Shareholder nominations require written notice to the Corporate Secretary at the address of our principal executive offices set forth on page 260 of this proxy statement, and for the Annual Meeting of StockholdersShareholders in 2017,2021, must be received not less than 90 days nor more than 120 days prior to the anniversary date of the 20162020 Annual Meeting of Stockholders,Shareholders, or no later than February 17, 201718, 2021, and no earlier than January 18, 2017. 19, 2021. The stockholdershareholder notice must contain, among other things, certain information relating to the stockholdershareholder and the proposed nominee as described in our By-laws. In addition, the proposed nominee may be required to furnish other information as we may reasonably require to determine the eligibility of the proposed nominee to serve as a Director. With respect Our By-laws also provide for proxy access for shareholder nominations of directors. The provision permits up to any proposed nominee nominated in accordance with Section 620 shareholders owning 3% or more of our outstanding common stock continuously for at least three years to nominate and include in our proxy materials for a meeting of shareholders up to two directors or 20% of the Board, whichever is greater, provided that the shareholder(s) and the nominee(s) satisfy the requirements specified in the By-laws. Our By-laws byfurther provide that if a stockholder of recordshareholder owning at least 1% of our issued and outstanding votingcommon stock continuously for at least one year as of the date the written notice of the nomination is submitted to us proposes a nominee not submitted under the proxy access provision, our Corporate Secretary will (i) obtain from such nominee any additional relevant information the nominee wishes to provide in consideration of his or her nomination, (ii) report on each such nominee to the Nominating and Corporate Governance Committee, and (iii) facilitate having each such nominee meet with the Nominating and Corporate Governance Committee as the Committee deems appropriate.   Qualifications of Directors   Candidates nominated for election or reelection to the Board should possess the following qualifications:   Personal characteristics:   – • high personal and professional ethics, integrity, and values;   –• an inquiring and independent mind; and   –• practical wisdom and mature judgment;   • Broad training and experience at the policy-making level in business, government, education, or technology; • Expertise that is useful to us and complementary to the background and experience of other Board members, so that an optimum balance of experience and expertise of members onof the Board can be achieved and maintained; • Willingness to devote the required amount of time to carryingcarry out the duties and responsibilities of Board membership; • Commitment to serve on the Board for several years to develop knowledge about our principal operations;business; • Willingness to represent the best interests of all of our stockholdersshareholders and objectively appraiseevaluate management performance; and • Involvement only in activities or interests that do not create a conflict with the Director’s responsibilities to us and our stockholders.shareholders.   The Nominating and Corporate Governance Committee is responsible for assessing the appropriate mix of skills and characteristics required of Board members in the context of the needs of the Board at a given point in time, and shall periodically reviewreviews and updateupdates the criteria. In selecting Director nominees, the Board first considers the personal characteristics, experience, and other criteria as set forth in our corporate governance guidelines. We also identify nominees based onCorporate Governance Guidelines, as well as our specific needs and the needs of our Board at the time a nominee is sought.time.   We value all types of diversity, including diversity of our Board. In evaluating the overall mixqualifications of qualifications for a potential nominee, the Committee and Board also takestake into account overall Board diversity in personal background, race, gender, age, and nationality. In considering whether current Directors should be nominated for reelection to the Board, the Nominating and Corporate Governance Committee and the Board will also consider the non-employee Directors’ annual assessment of the Board and annual performance review.   HALLIBURTON - 2016 Proxy Statement 7 Back to Contents Process for the Selection of New Directors   The Board is responsible for filling vacancies on the Board and ensuring regular refreshment of the Board. Our Corporate Governance Guidelines provide that each non-management Director shall retire from the Board immediately prior to the annual meeting of shareholders following his or her seventy-second (72nd) birthday. The Board has delegated to the Nominating and Corporate Governance Committee the duty of selecting and recommending prospective nomineescandidates to the Board for approval. The Nominating and Corporate Governance Committee considers suggestions ofwill consider candidates for Board membership maderecommended by current Committee and Board members, our management, and stockholders.shareholders. The Committee may also retain an independent executive search firm to identify and/or assist in evaluating candidates for consideration.consideration and to gather additional information about the candidate’s background, experience, and reputation. A stockholdershareholder who wishes to recommend a prospective candidate should notify our Corporate Secretary.   HALLIBURTON  |  2020Proxy Statement 7 When Back to Contents The Nominating and Corporate Governance Committee, in consultation with the Board, will determine the specific criteria for a new Director candidate. After the Nominating and Corporate Governance Committee identifies a prospective candidate, the Committee determineswill determine the appropriate method to evaluate the candidate. ThisThe preliminary determination regarding a candidate is based on the information provided to the Committee by the person recommending the prospective candidate and the Committee’s knowledge of the candidate. This information may be supplemented by inquiries to the person who made the recommendation, the candidate or to others. The preliminary determination is based on the need for additional Board members to fill vacancies or to expand the size of the Board, and the likelihood that the candidate will meet the Board membership criteria listed above.in our Corporate Governance Guidelines. The Committee will determine, after discussion with the Chairman of the Board the Lead Independent Director, and other Board members, whether a candidate should continue to be considered as a potential nominee.considered. If a candidate warrants additional consideration, the Committee may request an independent executive search firm to gather additional information about the candidate’s background, experience, and reputation, and to report its findings to the Committee. The Committee then evaluates the candidate and determines whether to interview the candidate. One or more members of the Committee and others, as appropriate, then conductwill interview the interviews.candidate. Once the evaluation and interviews are completed, the Committee recommendswill recommend to the Board which candidateswhether the candidate should be nominated. Theappointed to the Board makes a determination of nominees after review of the recommendationor proposed for election by shareholders and the Committee’s report.Board will act on such recommendation.   IDENTIFICATION OF QUALIFIED CANDIDATES DUE DILIGENCE SCREENING MEETINGS WITH SHORTLISTED CANDIDATES DECISION AND NOMINATION Nominating and Corporate Governance Committee identifies candidates to become Board members Review of qualifications to determine if candidate meets Board membership criteria Committee members and, as appropriate, other Board members and management interview the shortlisted candidates Selection of Director nominees best qualified to serve the interests of Halliburton stockholders   HALLIBURTON - 2016 Proxy Statement 8 Back to Contents Communication to the Board   To foster better communication from our stockholdersshareholders and other interested persons, we establishedmaintain a process for stockholdersshareholders and others to communicate with the Audit Committee and the Board. The process has been approved by both the Audit Committee and the Board and meets the requirements of the New York Stock Exchange, or NYSE and the SEC. The methods of communication with the Board include telephone, mail, and e-mail.      888.312.2692 or 770.613.6348     Board of Directors   BoardofDirectors@halliburton.com or c/o Director of Business Conduct Halliburton Company P.O. Box 42806 Houston, Texas 77242-2806 USA     770.613.6348 Halliburton Company P.O. Box 42806 Houston, Texas 77242-2806 BoardofDirectors@halliburton.com   Our Director of Business Conduct, an employee, reviews all communications directed to the Audit Committee and the Board. The ChairmanChair of the Audit Committee is promptly notified of any substantive communication involving accounting, internal accounting controls, or auditing matters. The Lead Independent Director is promptly notified of any other significant communications,communication, and any board relatedBoard-related matters which are addressed to a named Director are promptly sent to that Director. Copies of all communications are available for review by any Director. It should be noted, however, that some itemsSome communications, such as advertisements, business solicitations, junk mail, resumes, and any communication that is overly hostile, threatening, or illegal, will not be forwarded to the Board. ConcernsCommunications may be reportedmade anonymously or confidentially. Confidentiality shall be maintained unless disclosure is:   • required or advisable in connection with any governmental investigation or report; • in the interests of Halliburton, consistent with the goals of our Code of Business Conduct; or • required or advisable in our legal defense of thea matter.   Information regarding these methods of communication is also on our website atwww.halliburton.com.   HALLIBURTON - 2016 Proxy Statementwww.halliburton.com   9 HALLIBURTON  |  2020Proxy Statement 8 Back to Contents Back to Contents PROPOSAL NO.Proposal No. 1 Election of Directors In considering whether a current Director should be nominated for election as a Director, the Nominating and Corporate Governance Committee and the Board considered, among other matters, the expertise and experience of the Director, the annual performance evaluation of the Director, the Director’s attendance at, preparation for, and engagement in Board and Committee meetings, the diversity of the Board, the tenure of the Director, and the overall distribution of tenure among Directors to ensure sufficient experience with the Company’s operations, performance, and technology and the cycles of the industry. A summary of the qualifications and experience of our non-management Directors is provided under Information about Nominees for Director. AFTER CONSULTATION WITH THE NOMINATING AND CORPORATE GOVERNANCE COMMITTEE, THE BOARD OF DIRECTORS RECOMMENDS AVOTE FORTHE ELECTION OF DIRECTORSEACH OF THE DIRECTOR NOMINEES LISTED UNDER INFORMATION ABOUT NOMINEES FOR DIRECTOR.   The twelveten nominees listed below are presently ourall current Directors. The common stock represented by properly executed and returned proxies will be voted to elect the twelve nominees as Directors unless we receive contrary instructions. If any nominee is unwilling or unable to serve, favorable and uninstructed proxies will be voted for a substitute nominee designated by the Board. If a suitable substitute is not available, the Board will reduce the number of Directors to be elected. Each nominee has indicated approval of his or her nomination and his or her willingness to serve if elected. The Directors elected will serve for the ensuing year and until their successors are elected and qualify.   Our Corporate Governance Guidelines provide that each non-management Director shall retire from the Board immediately prior to the annual meeting of shareholders following his or her seventy-second (72nd) birthday. Though she has reached age 72, the Board has requested that Nance K. Dicciani, Chair of the Board’s Health, Safety and Environment Committee and a long-term member of the Audit Committee, stand for reelection. Given the several recent additions to our Board and the Board’s tenure balance, the Board believes that it is in the best interest of the Company and its shareholders to retain Ms. Dicciani’s intimate knowledge of the Company, its health, safety, environment, and sustainability matters, and its financial statements and significant accounting systems and controls. HALLIBURTON  |  2020Proxy Statement 9 Back to Contents NON-MANAGEMENT DIRECTOR QUALIFICATIONS AND EXPERIENCE                     TENURE                                     Year Elected   2014   2016   2019   2006   2006   2009   2012   2019   2009 Mandatory Retirement   2026   2024   2032   2023   2023   2020*   2025   2024   2024                                       GENERAL                                     Independence                   Diversity                           Board or Board Committee Leadership                   Public Company Experience                   Private Company Experience                       Not-for-Profit Experience                   Government Experience                             Academia                             Community Leadership/Philanthropic                                                             DECISION-MAKING EXPERIENCE AT EXECUTIVE LEVEL OR OTHER SUBSTANTIAL EXPERIENCE                                     Energy Industry   A   A   B   A   A   A   A       A Accounting/Finance   A   A   A   A       A   A   A   A Technology/Engineering   A   A   A   A   A   A   A       A Legal/Compliance   A   A   A   A       A   A   A   A Mergers & Acquisitions   A   A       A   B   A   A   A   A Human Resources/Compensation   A   A   A   A   A   A   A   A   A Strategic Planning   A   A   A   A   A   A   A   A   A International Business   A   A   A   A   A   A   A   A   A Health, Safety & Environment and Sustainability   A   A   A   A       A   A       A Public Policy   A   A   A   A   B   A   A   A   A Corporate Governance   A   A   B   A   A   A   A   A   A LEGEND A Decision-making experience at Executive or Board level B Other Substantial Experience * As discussed above, the Board requested that Ms. Dicciani continue to serve beyond her retirement date. www.halliburton.com HALLIBURTON  |  2020Proxy Statement 10 Back to Contents Information about Nominees for Director   ABDULAZIZ F. AL KHAYYAL Age 66 Director since: 2014 INDEPENDENT    Abdulaziz F. Professional Experience: •  Retired Senior Vice President of Industrial Relations of Saudi Arabian Oil Company (Saudi Aramco) (the world’s largestproducer of crude oil) •  Senior Vice President of Industrial Relations of Saudi Aramco from 2007 to 2014 and served as a director of SaudiAramco from 2004 to 2014 Skills and Expertise: The Board determined that Mr. Al Khayyal Age: 62 should be nominated for election as a Director Since: 2014 Halliburton Committees: Health, Safetybecause of his exceptionalknowledge of the energy industry, including significant international industry experience and Environment; Nominating and Corporate Governance Mr. Al Khayyal is the retired Senior Vice President of Industrial Relations of Saudi Arabian Oil Company (Saudi Aramco) (the world’s largest producer of crude oil). Mr. Al Khayyal served as Senior Vice President of Industrial Relations of Saudi Aramco from 2007 to 2014 and served as a director of Saudi Aramco from 2004 to 2014. The Board determined that Mr. Al Khayyal should be nominated for election as a Director because of his exceptional oil and gas knowledge, including significant international business experience in the energy industry, and his executive experience with theexecutive experience withthe world’s largest producer of crude oil.   Other Company Directorships: •  Marathon Petroleum Corporation (since 2016) Former Directorships in the Past 5 Years: •  None

WILLIAM E. ALBRECHT

Age 68 Director since: 2016 INDEPENDENT
Alan M. Bennett
Age: 65 Professional Experience: •  Non-Executive Chairman of the Board of California Resources Corporation (a publicly traded oil and natural gasexploration and production company) since 2016 and Executive Chairman of the Board from 2014 to 2016 •  Vice President of Occidental Petroleum Corporation from 2008 to 2014 •  President of Oxy Oil & Gas, Americas from 2012 to 2014 Skills and Expertise: The Board determined that Mr. Albrecht should be nominated for election as a Director Since: 2006 Halliburton Committees: Audit (Chair); Nominatingbecause of his extensiveexperience in the domestic oil and Corporate Governancenatural gas industry and executive experience with a public oil and gas explorationand production company and an international offshore drilling company. Other Company Directorships: •  Lead Independent Director of Valaris plc (since 2019) Former Directorships in the Past 5 Years: •  Chairman of the Board and director of RowanCompanies plc (2015-2019)

Mr. Bennett is the retired President and Chief Executive Officer of H&R Block, Inc. (a tax and financial services provider). Mr. Bennett served as the President and Chief Executive Officer of H&R Block, Inc. from 2010 to 2011, the Interim Chief Executive Officer of H&R Block, Inc. from 2007 to 2008, and the Senior Vice President and Chief Financial Officer of Aetna, Inc. from 2001 to 2007. Mr. Bennett is a director of Fluor Corporation (since 2011) and TJX Companies, Inc. (since 2007), and is a former director of H&R Block, Inc. (2008-2011).

M. KATHERINE BANKS

ALAN M. BENNETT

Age 69 Director since: 2006  INDEPENDENT

Professional Experience: •  Retired President and Chief Executive Officer of H&R Block, Inc. (a tax and financial services provider) •  President and Chief Executive Officer of H&R Block, Inc. from 2010 to 2011 •  Interim Chief Executive Officer of H&R Block, Inc. from 2007 to 2008 •  Senior Vice President and Chief Financial Officer of Aetna, Inc. from 2001 to 2007 Skills and Expertise: The Board determined that Mr. Bennett should be nominated for election as a Director because of his business and financial expertise, ranging from internal audit to corporate controller to chief financial officer of a large, public company. He is a certified public accountant and also has chief executive officer experience.   James R. Boyd Age: 69 Other Company Directorships: •  Fluor Corporation (since 2011) •  TJX Companies, Inc. (since 2007) Former Directorships in the Past 5 Years: •  None Director Since: 2006 Halliburton Committees: Audit; Compensation (Chair) Mr. Boyd is the retired Chairman of the Board of Arch Coal, Inc. (one of the largest United States coal producers). Mr. Boyd served as a director of Arch Coal, Inc. from 1990 to 2013, and as Chairman of the Board of Arch Coal, Inc. from 1998 to 2006. The Board determined that Mr. Boyd should be nominated for election as a Director because of his experience as chairman and lead director of a large company and his career experience in corporate business development, operations, and strategic planning.   HALLIBURTON  |  2020Proxy Statement 11 Back to Contents MILTON CARROLL Age 69 Director since: 2006 INDEPENDENT    Milton Professional Experience: •  Executive Chairman of the Board of CenterPoint Energy, Inc. (a public utility holding company) since 2013. In that role,Mr. Carroll’s primary function is to provide leadership for the CenterPoint Board and to coordinate its activities. •  Non-Executive Chairman of the Board of CenterPoint Energy, Inc. from 2002 to 2013 Skills and Expertise: The Board determined that Mr. Carroll Age: 65 should be nominated for election as a Director Since: 2006 Halliburton Committees: Compensation; Nominatingbecause of his public companyboard experience, corporate governance expertise, and Corporate Governanceknowledge of the oil and gas services industry. The Board alsodetermined that Mr. Carroll’s duties as Chairman of CenterPoint do not impede his ability to fulfill his responsibilities as aDirector. Other Company Directorships: •  Chairman of Health Care Service Corporation (since 2002) Former Directorships in the Past 5 Years: •  LyondellBasell Industries (2010-2016) •  Western Gas Holdings, LLC, the general partner of Western Gas Partners L.P. (2008-2019) •  Western Midstream Partners, LP(February 2019-August 2019) Mr. Carroll has been the Executive Chairman of the Board of CenterPoint Energy, Inc. (a public utility holding company) since 2013 and Chairman of Health Care Service Corporation (a large health insurance company) since 2002. Mr. Carroll served as the Non-Executive Chairman of the Board of CenterPoint Energy, Inc., from 2002 to 2013. Mr. Carroll is a director of Western Gas Holdings, LLC, the general partner of Western Gas Partners L.P. (since 2008) and LyondellBasell Industries (since 2010). Mr. Carroll is a former director of LRE GP, LLC, the general partner of LRR Energy, L.P. (2011-2014). The Board determined that Mr. Carroll should be nominated for election as a Director because of his public company board experience as an independent director and his knowledge of the oil and natural gas services industry. NANCE K. DICCIANI Age 72 Director since: 2009 INDEPENDENT Professional Experience: •  Non-Executive Chair of the Board of AgroFresh Solutions, Inc. (a global leader in advanced proprietary technologiesfor the horticultural market) since 2015 •  Interim Co-Principal Executive Officer of AgroFresh Solutions, Inc. from March 2016 to October 2016 •  President and Chief Executive Officer of Honeywell International Specialty Materials (a diversified technology andmanufacturing company) from 2001 to 2008 Skills and Expertise: The Board determined that Ms. Dicciani should be nominated for election as a Director because of her technicalexpertise in the chemical industry, international operations expertise, executive experience as a chief executive officerof a multi-billion dollar strategic business group of a major multinational corporation, and her intimate knowledge ofHalliburton’s health, safety, environment, and sustainability matters. Other Company Directorships: •  LyondellBasell Industries (since 2013) •  Linde plc (since 2018) Former Directorships in the Past 5 Years: •  Praxair, Inc. (2008-2018) MURRY S. GERBER Age 67 Director since: 2012 INDEPENDENT Professional Experience: •  Retired Executive Chairman of the Board of EQT Corporation (a leading producer of unconventional natural gas) •  Executive Chairman of the Board of EQT Corporation from 2010 to 2011 •  Chairman and Chief Executive Officer of EQT Corporation from 2000 to 2010 •  Chief Executive Officer and President of EQT Corporation from 1998 to 2007 Skills and Expertise: The Board determined that Mr. Gerber should be nominated for election as a Director because of his executive leadership skills and extensive business experience in the energy industry and domestic unconventional oil and naturalgas basins. Other Company Directorships: •  BlackRock, Inc. (since 2000) •  United States Steel Corporation (since 2012) Former Directorships in the Past 5 Years: •  None   HALLIBURTON - 2016 Proxy Statementwww.halliburton.com   10 HALLIBURTON  |  2020Proxy Statement 12 Back to Contents PATRICIA HEMINGWAY HALL Back to Contents Age 67 Director since: 2019 INDEPENDENT    Nance K. Dicciani Age: 68 Director Since: 2009 Halliburton Committees: Audit; Professional Experience: •  Retired President and Chief Executive Officer of Health SafetyCare Service Corporation (nation’s largest mutual healthinsurance company which operates five Blue Cross and Environment Ms. Dicciani has been the Chair of the Board and Interim Co-Principal Executive Officer of AgroFresh Solutions, Inc. since 2016. Ms. Dicciani served as the President and Chief Executive Officer of Honeywell International Specialty Materials (a diversified technology and manufacturing company) from 2001 to 2008. Ms. Dicciani is a director of Praxair, Inc. (since 2008), LyondellBasell Industries (since 2013), and ArgoFresh Solutions, Inc. (since 2015). Ms. Dicciani is a former director of Rockwood Holdings, Inc. (2008-2014). The Board determined that Ms. Dicciani should be nominated for election as a Director because of her technical expertise in the chemical industry, her international operations expertise, and her executive experience as a chief executive officer of a multi-billion dollar strategic business group of a major multinational corporation.Blue Shield Plans) •  Chief Executive Officer of Health Care Service Corporation from 2008 to 2015 •  President of Health Care Services Corporation from 2007 to 2015   Murry S. Gerber Age: 63 Director Since: 2012 Halliburton Committees: Audit; Compensation Mr. Gerber is the retired Executive Chairman of the Board of EQT Corporation (a leading producer of unconventional natural gas). Mr. Gerber served as the Executive Chairman of the Board of EQT Corporation from 2010 to 2011, the Chairman and Chief Executive Officer of EQT Corporation from 2000 to 2010, and the Chief Executive Officer and President of EQT Corporation from 1998 to 2007. Mr. Gerber is a director of BlackRock, Inc. (since 2000) and United States Steel Corporation (since 2012). The Board determined that Mr. Gerber should be nominated for election as a Director because of his executive leadership skills and his experience with the Marcellus shale and unconventional oil and natural gas basins.   José C. Grubisich Age: 59 Skills and Expertise: The Board determined that Ms. Hemingway Hall should be nominated for election as a Director Since: 2013 Halliburton Committees: Audit; Health, Safetybecause of herexecutive leadership skills, business experience, public company board experience, and Environment Mr. Grubisich has been the Chief Executive Officer of Eldorado Brasil Celulose (a leader in the world cellulose market) since 2012. Previously, Mr. Grubisich served as President and Chief Executive Officer of ETH Bioenergia S.A. (an integrated producer of ethanol and electricity from biomass) from 2008 to 2012. Mr. Grubisich is a director of Vallourec S.A. (since 2012). The Board determined that Mr. Grubisich should be nominated for election as a Director because of his significant international business experience in Latin America and his executive leadershipsubstantial corporategovernance experience.   Other Company Directorships: •  ManpowerGroup Inc. (since 2011) •  Cardinal Health, Inc. (since 2013) Former Directorships in the Past 5 Years: •  Celgene Corporation (2018-2019)

ROBERT A. MALONE

Age 68 Director since: 2009 INDEPENDENT
David J. Lesar
Age: 62 Director Since: 2000 (Chairman)

Mr. Lesar is our Chairman of the Board and Chief Executive Officer. He served as our Chairman, President and Chief Executive Officer from 2000 to 2014. Mr. Lesar is a former director of Agrium, Inc. (2010-2015). The Board determined that Mr. Lesar should be nominated for election as a Director because of his industry expertise, financial expertise, and in-depth knowledge of Halliburton and its business.

Professional Experience:

•  Executive Chairman, President and Chief Executive Officer of First Sonora Bancshares, Inc. (a bank holding company)since 2014

•  Chairman, President and Chief Executive Officer of The First National Bank of Sonora, Texas (a community bankowned by First Sonora Bancshares, Inc.) since 2014

•  Executive Vice President of BP plc, and Chairman of the Board and President, BP America Inc. (one of the nation’slargest producers of oil and natural gas) from 2006 to 2009

	Robert A. Skills and Expertise: The Board determined that Mr. Malone
	Age: 64 should be nominated for election as a Director Since: 2009 Halliburton Committees: Compensation; Health, Safetybecause of his energy industryexpertise and Environment (Chair)

Mr. Malone has been the Executive Chairman, President and Chief Executive Officer of First Sonora Bancshares, Inc. since 2014. Previously, Mr. Malone served as the President and Chief Executive Officer of The First National Bank of Sonora, Texas (a community bank owned by First Sonora Bancshares, Inc.) from 2009 to 2014. Mr. Malone was also an Executive Vice President of BP plc and Chairman of the Board and President, BP America Inc. (one of the nation’s largest producers of oil and natural gas) from 2006 to 2009. Mr. Malone is the Non-Executive Chairman of the Peabody Energy Company (since 2016) and director (since 2009), and director of Teledyne Technologies Incorporated (since 2015). The Board determined that Mr. Malone should be nominated for election as a Director because of his industry expertise and his executive leadership experience, including crisis management and safety performance.

JEFFREY A. MILLER

Age 56 Director since: 2014 CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER
J. Landis Martin
Age: 70 Professional Experience: •  Chairman of the Board, President and Chief Executive Officer of Halliburton since 2019 •  Member of the Board of Directors, and President and Chief Executive Officer of Halliburton from 2017 to 2018 •  Member of the Board of Directors and President of Halliburton from 2014 to 2017 Skills and Expertise: The Board determined that Mr. Miller should be nominated for election as a Director Since: 1998 Halliburton Committees: Health, Safetybecause of his energy industryexpertise, executive and Environment; Nominatingbusiness development experience, and Corporate Governance

Mr. Martin is the founder of Platte River Equity (a private equity firm) and has served as its Managing Director since 2005. Previously, Mr. Martin was the Chairman, from 1989 to 2005, and Chief Executive Officer, from 1995 to 2005, of Titanium Metals Corporation. Mr. Martin serves as our Lead Independent Director. Mr. Martin is the Lead Director of Apartment Investment and Management Company (director since 1994), the Chairman of Crown Castle International Corporation (since 2002) and director (since 1999), and the Lead Director of Intrepid Potash, Inc. (since 2008). The Board determined that Mr. Martin should be nominated for election as a Director because of his industry expertise, his executive and board leadership experience, and his knowledge of ourin-depth knowledge of Halliburton’s global operations.

	Jeffrey A. Miller
	Age: 52 Director Since: 2014

Mr. Miller has been our President and a Director since 2014. Mr. Miller was our Executive Vice President and Chief Operating Officer from 2012 to 2014. Mr. Miller also served as Senior Vice President Global Business Development and Marketing from 2011 to 2012. Mr. Miller is a director of Atwood Oceanics, Inc. (since 2013). The Board determined that Mr. Miller should be nominated for election as a Director because of his strong executive experience, and extensive expertise in global operations, business development, and marketing.

	Debra L. Reed
	Age: 59 Other Company Directorships: •  None Former Directorships in the Past 5 Years: •  Atwood Oceanics, Inc. (2013-2017) Director Since: 2001 Halliburton Committees: Compensation; Nominating and Corporate Governance (Chair)

Ms. Reed has been the Chief Executive Officer of Sempra Energy (an energy infrastructure and regulated holding company) since 2011 and has served as Chairman of the Board of Sempra Energy since 2012. Previously, Ms. Reed was the Executive Vice President of Sempra Energy from 2010 to 2011, and the President and Chief Executive Officer of Southern California Gas Company, and San Diego Gas & Electric Company from 2006 to 2010. Ms. Reed is a director of Caterpillar (since 2015) and is a former director of Avery Dennison Corporation (2009-2011). The Board determined that Ms. Reed should be nominated for election as a Director because of her executive, operational, financial, and administrative expertise, and her experience as an independent director on public company boards.

DIRECTORS’ COMPENSATIONDirectors’Compensation

Directors’ Fees

All non-employeenon-management Directors receive an annual retainer of $115,000.$115,000, which remains unchanged since 2014. The Lead Independent Director receives an additional annual retainer of $25,000$30,000, and the chairpersonchair of each committee alsoCommittee receives an additional annual retainer for serving as chair as follows: Audit - $20,000;$25,000; Compensation –- $20,000; Health, Safety and Environment - $15,000;-$15,000; and Nominating and Corporate Governance - $15,000. Non-employeeNon-management Directors are permitted to defer all or part of their fees under the Directors’ Deferred Compensation Plan described below.Plan.

Directors’ Equity Awards

Each non-employee Director receivesAll non-management Directors receive an annual equity award with a value of approximately $185,000, which remains unchanged since 2014, consisting of restricted stock units (RSUs), each of which represents the right to receive a share of common stock at a future date. These annual awards are made on or about the first day of August. The actual number of RSUs is determined by dividing $185,000 by the average of the closing price of our common stock on the NYSE on each business day during the month of July. These annual awards are made on or about the first of August of each year. The value of the award may be more or less than $185,000 based on the methodology described above for determining the number of RSUs to be awarded and the closing price of our common stock on the NYSE on the date of the award in August. Non-employeeaward. Non-management Directors are permitted to defer all of their RSUs under the Directors’ Deferred Compensation Plan.

Additionally, when a non-employeenon-management Director first joins the Board, he or she receives an equity award shortly thereafter of RSUs equal to a pro-ratedprorated value of the annual equity award of $185,000. The factor used to determine the pro-ratedprorated award is the number of whole months of service from the beginning of the month in which Board service begins to the following first of August divided by 12. The number of RSUs awarded is determined by dividing the pro-ratedprorated award amount by the average of the closing price of our common stock on the NYSE on each business day during the month immediately preceding the Director joining the Board.

Directors may not sell, assign, pledge, otherwise transfer, or encumber restricted shares (which were previously granted to non-employeenon-management Directors) or RSUs until the restrictions are removed. Restrictions on RSUs lapse 25% a year over four years of service with the applicable underlying shares of common stock distributed annually to the non-employeenon-management Director unless the Director elected to defer receipt of theirthe shares under the Directors’ Deferred Compensation Plan. Except as provided in the next sentence, ifIf a non-employeenon-management Director has a separation of service from the Board before completing four years of service sincefrom the applicable award date, any unvested RSUs would be forfeited.forfeited, unless the Board determines to accelerate vesting. Restrictions on restricted shares and RSUs lapse following termination of Board service only under specified circumstances, which may include subject to the Board’s discretion, death or disability, retirement under the Director mandatory retirement policy, or early retirement after at least four years of service.

During the restriction period, Directors have the right to (i) vote restricted shares, but not shares underlying RSUs, and (ii) receive dividends or dividend equivalents in cash on restricted shares and RSUs that arehave not subject to a deferral election.been deferred. RSUs that are subject to a deferral electionhave been deferred receive dividend equivalents under the Directors’ Deferred Compensation Plan.

Directors’ Deferred Compensation Plan

The Directors’ Deferred Compensation Plan is a non-qualifiednonqualified deferred compensation plan and participation is completely voluntary. Under the plan, non-employeenon-management Directors are permitted to defer all or part of their retainer fees and all of the shares of common stock underlying their RSUs when they vest. If a non-employeenon-management Director elects to defer retainer fees under the plan, then the Director may elect to have his or her deferred fees accumulate under an interest bearinginterest-bearing account or translate on a quarterly basis into Halliburton common stock equivalent units (SEUs) under a stock equivalents account. If a non-employeenon-management Director elects to defer receipt of the shares of common stock underlying his or her RSUs when they vest, then those shares are retained as deferred RSUs under the plan. The interest bearinginterest-bearing account is credited quarterlydaily with interest at the prime rate of Citibank, N.A. The stock equivalents accountSEUs and deferred RSUs are credited quarterly with dividend equivalents based on the same dividend rate as Halliburton common stock and those amounts are translated into additional SEUs or RSUs, respectively.

After a Director’s retirement, distributions under the plan are made to the Director in a single distribution or in annual installments over a 5- or 10-year period as elected by the Director. Distributions under the interest bearinginterest-bearing account are made in cash, while distributions of SEUs under the stock equivalents account and deferred RSUs are made in shares of Halliburton common stock. Ms. Dicciani Ms. Reed, and Messrs. Al Khayyal, Bennett, Boyd, and Carroll and Jum’ah have elected to defer all or part of theirdeferred retainer fees under the plan, andplan. Ms. Dicciani Ms. Reed, and Messrs. Al Khayyal, Albrecht, Bennett, Boyd, Carroll, and Grubisich Jum’ah, and Martin have elected to defer all of theirdeferred RSUs under the plan. Mr. Abdallah S. Jum’ah retired from the Board on May 20, 2015.

Directors’ Stock Ownership Requirements

We have stock ownership requirements for all non-employeenon-management Directors to further align their interests with our stockholders.shareholders. As a result, all non-employeenon-management Directors are required to own Halliburton common stock in an amount equal to or in excess of the greater of (A) the cash portion of the Director’s annual base retainer for the five-year period beginningin effect on the date the non-management Director is first elected to the Board multiplied by five or (B) $500,000. The Nominating and Corporate Governance Committee reviews the holdings of all non-employeenon-management Directors, which include restricted shares, other Halliburton common stock, and RSUs owned by the Director, at each May meeting. Each non-employeenon-management Director has five years to meet the requirements, measured from the date he or she is first elected to the Board. Each non-employeenon-management Director currently meets the stock ownership requirements or is on track to do so within the requisite five-year period.

Director Clawback Policy

We have a clawback policy under which we will seek, in all appropriate cases, to recoup incentive compensation paid to, awarded to, or credited for the benefit of a Director, if and to the extent that:

Depending on the circumstances described above, theThe disinterested members of the Board and the disinterested members of the Compensation Committee and/or the disinterested members ofand the Nominating and Corporate Governance Committee may be involved in reviewing, considering, and making determinations regarding the Director’s alleged conduct, whether recoupment is appropriate or required, and the type and amount of incentive compensation to be recouped from the Director.

The policy also provides that, to the extent permitted by applicable law and not previously disclosed in a filing with the SEC, we will disclose in our proxy statement the circumstances of any recoupment arising under the policy or that there has not been any recoupment pursuant to the policy for the prior calendar year. There was no recoupment under the policy in 2015.

Charitable Contributions and Other Benefits2019.

Matching Gift Programs

To further our support for charities, Directors may participate in the Halliburton Foundation’s matching gift programs for educational institutions, not-for-profit hospitals, and medical foundations. For each eligible contribution, the Halliburton Foundation makes a contribution of 2.25 times the amount contributed by the Director, subject to approval by its Trustees. The maximum aggregate of all contributions each calendar year by a Director eligible for matching is $50,000, resulting in a maximum aggregate amount contributed annually by the Halliburton Foundation in the form of matching gifts of up to $112,500 for any Director who participates in the programs. Neither the Halliburton Foundation nor we have made a charitable contribution, within the preceding three years, to any charitable organization in which a Director serves as an employee or an immediate family member of the Director serves as an executive officer that exceeds in any single year the greater of $1 million or 2% of such charitable organization’s consolidated gross revenues.

2019 Director Compensation

We offer an optional accidental death and dismemberment policy for non-employee Directors for individual coverage or family coverage with a benefit per Director of up to $250,000 and lesser amounts for family members. Ms. Dicciani and Messrs. Carroll, Gerber, and Malone elected individual coverage at a cost of $99 annually. Messrs. Al Khayyal, Grubisich, and Martin elected family coverage at a cost of $159 annually. These premiums are included in the All Other Compensation column of the 2015 Director Compensation table for those who participate.