HALLIBURTON  |  2018Proxy Statementvii

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Notice of Annual Meeting
of Stockholders to be held
May 16, 2018

April 3, 2018

Halliburton Company, a Delaware corporation, will hold its Annual Meeting of Stockholders on Wednesday, May 16, 2018, at 9:00 a.m. Central Daylight Time at its corporate office at 3000 N. Sam Houston Parkway East, Life Center - Auditorium, Houston, Texas 77032.

At the meeting, the stockholders

Notice of Annual Meeting
of Shareholders to be held
May 15, 2019

April 2, 2019

Halliburton Company, a Delaware corporation, will hold its Annual Meeting of Shareholders on Wednesday, May 15, 2019, at 9:00 a.m. Central Daylight Time at its corporate office at 3000 N. Sam Houston Parkway East, Life Center - Auditorium, Houston, Texas 77032.

At the meeting, the shareholders will be asked to consider and act upon the matters discussed in the attached proxy statement as follows:

	1.	To elect the ten nominees named in the attached proxy statement as follows: 1. To elect the twelve nominees named in the attached proxy statement as Directors to serve for the ensuing year and until their successors shall be elected and shall qualify. 2. To consider and act upon a proposal to ratify the appointment of KPMG LLP as principal independent public accountants to examine the financial statements and books and records of Halliburton for the year ending December 31, 2018. 3. To consider and act upon advisory approval of our executive compensation. 4. To transact any other business that properly comes before the meeting or any adjournment or adjournments of the meeting. These items are fully described in the following pages, which are made a part of this Notice. The Board of Directors has set the close of business on March 19, 2018, as the record date for the determinationensuing year and until their successors shall be elected and shall qualify.
	2.	To consider and act upon a proposal to ratify the appointment of stockholdersKPMG LLP as principal independent public accountants to examine the financial statements and books and records of Halliburton for the year ending December 31, 2019.
	3.	To consider and act upon advisory approval of our executive compensation.
	4.	To consider and act upon a proposal to amend and restate the Halliburton Company Stock and Incentive Plan.
	5.	To transact any other business that properly comes before the meeting or any adjournment or adjournments of the meeting.

These items are fully described in the following pages, which are made a part of this Notice. The Board of Directors has set the close of business on March 18, 2019, as the record date for the determination of shareholders entitled to notice of and to vote at the meeting and at any adjournment of the meeting.

 

Internet Availability of Proxy Materials

 

On or about April 3, 2018,2, 2019, we mailed our stockholdersshareholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access our 20182019 proxy statement and 20172018 Annual Report on Form 10-K and how to vote online. The notice also provides instruction on how you can request a paper copy of these documents if you desire. If you received your annual materials via email,e-mail, the emaile-mail contains voting instructions and links to the proxy statement and Form 10-K on the Internet.

 

If You Plan to Attend

 

Attendance at the meeting is limited to stockholdersshareholders and one guest each. Admission will be on a first-come, first-served basis. Registration will begin at 8:00 a.m., and the meeting will begin at 9:00 a.m. Each stockholdershareholder holding stock in a brokerage account will need to bring a copy of a brokerage statement reflecting stock ownership as of the record date. Please note that you will be asked to present valid picture identification, such as a driver’s license or passport.

 

By order of the Board of Directors,

 

 

Robb L. Voyles

Executive Vice President, Secretary and General Counsel

 

You are urged to vote your shares as promptly as possible by following the voting instructions in the Notice of Internet Availability of Proxy Materials.

GeneralInformation

We are providing these proxy materials to you in connection with the solicitation by the Board of Directors of Halliburton Company of proxies to be voted at our 20182019 Annual Meeting of StockholdersShareholders 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.

The Notice of Internet Availability of Proxy Materials is being sent to stockholdersshareholders on or about April 3, 2018.2, 2019. Our Annual Report on Form 10-K, including financial statements, for the fiscal year ended December 31, 2017,2018, accompanies this proxy statement. The Annual Report on Form 10-K shall not be considered as a part of the proxy solicitation materials or as having been incorporated by reference.

Subject to space availability, all stockholdersshareholders 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 stockholdersshareholders entitled to vote at the Annual Meeting is the close of business on March 19, 2018.18, 2019. Our common stock, par value $2.50 per share, is our only class of capital stock that is outstanding. As of March 19, 2018,18, 2019, there were 875,150,051872,764,135 shares of our stock outstanding. Each outstanding share of common stock is entitled to one vote on each matter submitted to the stockholdersshareholders for a vote at the Annual Meeting. We will keep a complete list of stockholdersshareholders entitled to vote at our principal executive office for ten days before and will 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.shareholders. Shares for which a stockholdershareholder 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 by holders of shares represented in person or by proxy and entitled to vote in the election of Directors, provided that if the number of nominees exceeds the number of Directors to be elected and all stockholder-proposedshareholder-proposed nominees have not been withdrawn before the tenth (10^th) day preceding the day we mail the Notice of Internet Availability of Proxy Materials to stockholdersshareholders 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’sshareholder’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.

CorporateGovernance

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, which were revised in December 2017,2018, are available on our website atwww.halliburton.comby clicking on the tab “About 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 2017.2018.

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, greater than 5% stockholders,shareholders, or any of their immediate family 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 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 persons transaction, the Board will consider the following factors and other factors it deems appropriate:

The Board of Directorsand Standing Committees of Directors

The Board has standing Audit; Compensation; Health, Safety and Environment; and Nominating and Corporate Governance Committees. Each standing committeeCommittee is comprised of Directors who, in the business judgment of the Board, are independent, after considering all relevant facts and circumstances, including the independence standards set forth in our Corporate Governance Guidelines.

Our independence standards meet New York Stock Exchange, or NYSE, independence requirements. Our independence standards and compliance with those standards are periodically reviewed by the Nominating and Corporate Governance Committee. In connection with its independence determination, the Board considered that during 2017, we provided services in the ordinary course of business to Sempra Energy, of which Ms. Reed is the Chairman and Chief Executive Officer. The Board concluded that the relationship was not material and did not affect the independence of Ms. Reed. There were no relevant transactions, relationships, or arrangements not disclosed in this proxy statement that were considered by the Board in making its determination as to the independence of the Directors.

Board Leadership

Our Board believes that it is important to maintain flexibility to determine the appropriate leadership of the Board and whether the roles of Chairman and Chief Executive Officer should be combined or separate. Our Corporate Governance Guidelines provide that the Board consider annually whether it is appropriate for the same individual to fill both of those roles. When making that determination, the Board considers issues such as industry and financial expertise, in-depth knowledge of Halliburton and its business, and succession planning. Currently,At its latest annual review, the positionsBoard decided that a combined leadership role would currently best serve the needs of Chairmanthe Company and Chief Executive Officer are held by separate persons.its shareholders. On January 1, 2019, the Board appointed Jeffrey A. Miller, was namedour President and Chief Executive Officer, of Halliburton on June 1, 2017. Mr. Miller’s promotion was the result of vigorous management succession planning by the Board. Mr. Miller succeeded David J. Lesar, who will continue to serve as Executive Chairman. In this role, Mr. Lesar will continue to focus on leadership of the Board and the strategic direction of the Company, actively engage with stockholders, and advise the Halliburton management team. The Board believes that this leadership structure, along with the role of the Lead Independent Director, is optimal at this time for Halliburton and its stockholders.

J. Landis Martin, who has served asRobert A. Malone is our Lead Independent Director since 2008, is retiring from the Board on May 16, 2018. The Board intends to elect a new Lead Independent Director subsequent to the Annual Meeting.Director. The Lead Independent Director’s role and responsibilities are set forth in the Lead Independent Director Charter adopted by the Board. These include serving as a liaison between the independent Directors and the Chairman; approving agendas for Board and includemeetings; presiding over themeetings and executive sessions of the non-management Directors.independent Directors; and leading the Board’s annual evaluation of the CEO. Our Lead Independent Director Charter is available on our website atwww.halliburton.com. With the exception of our Chairman, Mr. Lesar, and our President and Chief Executive Officer, Mr. Miller, the Board is composed of independent Directors.

Board and Committee Risk Oversight

We have implemented an Enterprise Risk Management system(ERM) program to identify and analyze enterprise-level risks and their potential impact on us. At least annually,our business. The objectives of our ERM program are to:

Our internal processes to identify and manage risks include our Code of Business Conduct, extensive policies and business practices, our financial controls, Internal Assurance Services audits of our internal controls and health, safety, environment, and service quality, the activities of the Ethics & Compliance group of the Law Department, and our ERM program.

The Board provides oversight of the ERM program. The Audit Committee of the Board receives aan annual ERM report on risk assessment and risk management. In addition, eachmanagement in which risks are identified and assigned a significance rating based on potential consequences of the Board’s Committees evaluatesrisk and monitors the risks within its areaslikelihood of responsibility. Our executive officers are assigned responsibility for the various categories of risk. occurrence.

Our Chief Executive Officer, who is primarily responsible for managing our day-to-day business, is ultimately responsible to the Board for all risk categories. Our executive officers are assigned responsibility for the various risk categories. The Board has delegated to its Committees the responsibility to monitor certain risks and receives regular updates on those risks. Certain risks monitored by each Committee are shown below.

Independent Committees

The Board believes that it has a strong governance structure in place to ensure independent oversight on behalf of all stockholders.shareholders. All standing committeesCommittees of the Board are comprised solely of independent Directors. We have established processes for the effective oversight of critical issues entrusted to independent Directors, such as:

Members of the Committees of Our Board of Directors

Audit Committee

Compensation Committee

Health, Safety and Environment Committee

Nominating and Corporate Governance Committee

Board Attendance

During 2017,2018, the Board held 6 meetings and met in Executive Session, without management present, on 5 occasions.

Committee meetings were held as follows:

NineEight members of the Board attended 100% of the total number of meetings of the Board and the committeesCommittees on which he or she served during 20172018 and all members of the Board attended at least 79%83% of those meetings.

All of our Directors attended the 20172018 Annual Meeting, as required by our Corporate Governance Guidelines.

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 annually reviewsconducts a three-part evaluation process to evaluate Board effectiveness and evaluates theaid 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 Board and Committee performance, of the Board in order to improve theprocesses, effectiveness, of the Board. The Committee assesses the Board’s contribution as a whole and identifies areas in which improvements may be made. In addition, each Committee conducts an annual self-evaluation.opportunities for improvement. The results of the evaluations are reviewed and discussed with the Board, its Committees, and its Committees.each individual Director.

The Nominating and Corporate Governance Committee also annually reviewsAs part of the individual performance and qualifications ofannual process, each Director who wishesalso completes a skill set survey. The Board uses the survey responses to be considered for nomination for reelectionevaluate the experience and expertise of existing Directors and to identify the Board.skills and characteristics of future Director candidates to achieve and maintain an optimum mix of skills and characteristics.

Stockholder

Shareholder Nominations of Directors

Our By-laws provide that stockholdersshareholders may nominate persons for election to the Board at a meeting of stockholders.shareholders. In September 2016, our Board of Directors amended our By-laws to implement proxy access.

StockholderShareholder nominations require written notice to the Corporate Secretary at the address of our principal executive offices set forth on page 1 of this proxy statement, and for the Annual Meeting of StockholdersShareholders in 2019,2020, must be received not less than 90 days nor more than 120 days prior to the anniversary date of the 20182019 Annual Meeting of Stockholders,Shareholders, or no later than February 15, 2019,2020, and no earlier than January 16, 2019.2020. 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.

The proxy access provision permits up to 20 stockholdersshareholders 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 stockholdersshareholders up to two directors or 20% of the Board, whichever is greater, provided that the stockholder(s)shareholder(s) and the nominee(s) satisfy the requirements specified in the By-laws.

Our By-laws further provide that if a stockholdershareholder owning at least 1% of our issued and outstanding common 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:

The Nominating and Corporate Governance Committee is responsible for assessing the appropriate mix of skills and characteristics required of Board members and periodically reviews and updates the criteria. In selecting Director nominees, the Board considers the personal characteristics, experience, and other criteria as set forth in our Corporate Governance Guidelines, as well as our specific needs and the needs of our Board at the time.

We value all types of diversity, including diversity of our Board. In evaluating the overall qualifications of a potential nominee, the Committee and Board take into account overall Board diversity in personal background, race, gender, age, and nationality.

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 stockholdersshareholders following his or her seventy-second (72^nd) birthday. The Board has delegated to the Nominating and Corporate Governance Committee the duty of selecting and recommending candidates to the Board for approval. The Nominating and Corporate Governance Committee will consider candidates for Board membership recommended by Board members, our management, and stockholders.shareholders. The Committee may also retain an independent executive search firm to identify candidates for consideration and to gather additional information about the candidate’s background, experience, and reputation. A stockholdershareholder who wishes to recommend a candidate should notify our Corporate Secretary.

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 candidate, the Committee will determine the appropriate method to evaluate the candidate. The preliminary determination regarding a candidate is based on the likelihood that the candidate will meet the Board membership criteria listed in our Corporate Governance Guidelines. The Committee will determine, after discussion with the Chairman of the Board and other Board members, whether a candidate should continue to be considered. If a candidate warrants additional consideration, the Committee and others, as appropriate, will interview the candidate. Once the evaluation and interviews are completed, the Committee will recommend to the Board whether the candidate should be appointed to the Board or proposed for election by stockholdersshareholders and the 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

Communication to the Board

To foster better communication from our stockholdersshareholders and other interested persons, we maintain 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 c/o Director of Business Conduct Halliburton Company P.O. Box 42806 Houston, Texas 77242-2806 USA

BoardofDirectors@halliburton.com

Our Director of Business Conduct, an employee, reviews all communications directed to the Audit Committee and the Board. The Chairman 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 communication, and any Board-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. Some 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. Communications may be made anonymously or confidentially. Confidentiality shall be maintained unless disclosure is:

Information regarding these methods of communication is also on our website atwww.halliburton.com..

Proposal No. 1Election 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 in the table below.

AFTER CONSULTATION WITH THE NOMINATING AND CORPORATE GOVERNANCE COMMITTEE, THE BOARD OF DIRECTORS RECOMMENDS AVOTE FORTHE ELECTION OF EACH OF THE DIRECTOR NOMINEES LISTED BELOW.

The twelveten nominees are all current Directors. 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.

NON-MANAGEMENT DIRECTOR QUALIFICATIONS AND EXPERIENCE

TENURE
Year Elected	2014	2016	2006	2006	2006	2009	2012	2013	2009	2001
Mandatory Retirement	2026	2024	2023	2019	2023	2020	2025	2029	2024	2028
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	●	●		●	●	●	●	●	●	●
Accounting/Finance	●	●	●	●		●	●	●	●	●
Technology/Engineering	●	●		●	●	●	●	●	●	●
Mergers & Acquisitions	●	●	●	●	●	●	●	●	●	●
Human Resources/Compensation	●	●	●	●		●	●	●	●	●
Compliance	●	●	●	●		●	●	●	●	●
Strategic Planning	●	●	●	●	●	●	●	●	●	●
International Business	●	●	●	●		●		●	●	●
Health, Safety & Environment and Sustainability	●	●		●		●	●	●	●	●
Corporate Governance	●	●	●	●	●	●	●	●	●	●

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	B		A
Accounting/Finance	A	A	A	A		A	A	A	A
Technology/Engineering	A	A	A	A	A	A	B		A
Legal/Compliance	A	A		A		A	A	A	A
Mergers & Acquisitions	A	A		A	B	A	B	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
Health, Safety & Environment and Sustainability	A	A	A	A		A	A		A
Public Policy	A	A		A	B	A	A	A	A
Corporate Governance	A	A		A	B	A	B	A	A
LEGEND
A  Decision-making experience at Executive or Board level
B  Other Substantial Experience

Information about Nominees for Director

ABDULAZIZ F. AL KHAYYAL

Age 64 65 Director since:2014 INDEPENDENT		Professional Experience: •  Retired Senior Vice President of Industrial Relations of Saudi Arabian Oil Company (Saudi Aramco) (the world’s largest producer of crude oil) •  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
		Skills and Expertise: The Board determined that Mr. Al Khayyal should be nominated for election as a Director because of his exceptional knowledge of the energy industry, including significant international industry experience and executive experience with the 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 6667   Director since:2016   INDEPENDENT		Professional Experience: •  Non-Executive Chairman of the Board of California Resources Corporation (a publicly traded oil and natural gas exploration 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 because of his extensive experience in the domestic oil and natural gas industry and executive experience with a public oil and gas exploration and production company and an international offshore drilling company.
		Other Company Directorships: •  Chairman of the Board and has been a director of Rowan Companies plc (since 2015)	Former Directorships in the Past 5 Years: •  None

M. KATHERINE BANKS

ALAN M. BENNETT

JAMES R. BOYD

MILTON CARROLL

NANCE K. DICCIANI

MURRY S. GERBER

JOSÉ C. GRUBISICHPATRICIA HEMINGWAY HALL

DAVID J. LESAR

ROBERT A. MALONE

Age 66 67 Director since:2009 INDEPENDENT		Professional Experience: •  Executive Chairman, President and Chief Executive Officer of First Sonora Bancshares, Inc. (a bank holding company) since 2014 •  Executive Chairman, President and Chief Executive Officer of The First National Bank of Sonora, Texas (a community bank owned by First Sonora Bancshares, Inc.) since 2009 •  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
		Skills and Expertise: The Board determined that Mr. Malone should be nominated for election as a Director because of his energy industry expertise and executive leadership experience, including crisis management and safety performance.
		Other Company Directorships: •  Non-Executive Chairman of the Board of Peabody Energy Corporation (since 2016) and director (since 2009) •  Teledyne Technologies Incorporated (since 2015) •  BP Midstream Partners GP LLC, the general partner of BP Midstream (since 2017)	Former Directorships in the Past 5 Years: •  None

JEFFREY A. MILLER

Age 54 55 Director since: 2014 2014CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER   PRESIDENT AND CHIEF EXECUTIVE OFFICER		Professional Experience: •  Chairman of the Board since 2019 •  President and Chief Executive Officer of Halliburton since 2017 and Director since 2014 •  President of Halliburton from 2014 to 2017 •  Executive Vice President and Chief Operating Officer of Halliburton from 2012 to 2014
		Skills and Expertise: The Board determined that Mr. Miller should be nominated for election as a Director because of his energy industry expertise, executive and business development experience, and extensivein-depth knowledge of Halliburton’s global operations.
		Other Company Directorships: •  None	Former Directorships in the Past 5 Years: •  Atwood Oceanics, Inc. (2013-2017)

DEBRA L. REED

Directors’Compensation

Directors’ Fees

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

Directors’ Equity Awards

All non-management Directors receive an annual equity award with a value of approximately $185,000, which remains unchanged fromsince 2014, consisting of restricted stock units (RSUs), each of which represents the right to receive a share of common stock at a future date. 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 day of August. The value of the award may be more or less than $185,000 based on the closing price of our common stock on the NYSE on the date of the award. Non-management Directors are permitted to defer all of their RSUs under the Directors’ Deferred Compensation Plan.

Directors may not sell, assign, pledge, otherwise transfer, or encumber restricted shares (which were previously granted to non-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-management Director unless the Director elected to defer receipt of the shares under the Directors’ Deferred Compensation Plan. If a non-management Director has a separation of service from the Board before completing four years of service from the applicable award date, any unvested RSUs would be 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 include 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 have not been deferred. RSUs that have been deferred receive dividend equivalents under the Directors’ Deferred Compensation Plan.

Directors’ Deferred Compensation Plan

The Directors’ Deferred Compensation Plan is a nonqualified deferred compensation plan and participation is completely voluntary. Under the plan, non-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-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-bearing account or translate on a quarterly basis into Halliburton common stock equivalent units (SEUs) under a stock equivalents account. If a non-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-bearing account is credited quarterlydaily with interest at the prime rate of Citibank, N.A. The SEUs 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-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. Mses. Dicciani and Reed, and Messrs. Al Khayyal, Bennett, Boyd, and Carroll have deferred retainer fees under the plan. Mses. Dicciani and Reed, and Messrs. Al Khayyal, Albrecht, Bennett, Boyd, Carroll, Grubisich, and GrubisichMartin have deferred RSUs under the plan.

Directors’ Stock Ownership Requirements

We have stock ownership requirements for all non-management Directors to further align their interests with our stockholders.shareholders. As a result, all non-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-management Directors, which include restricted shares, other Halliburton common stock, and RSUs owned by the Director, at each May meeting. Each non-management Director has five years to meet the requirements, measured from the date he or she is first elected to the Board. Each non-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:

The disinterested members of the Board and the disinterested members of the Compensation Committee and 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 2017.2018.

Charitable Contributions and Other Benefits

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 $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.

Accidental Death and Dismemberment

We offer an optional accidental death and dismemberment policy for non-management 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 $184 annually. Messrs. Al Khayyal, Albrecht, Grubisich, and Martin elected family coverage at a cost of $207 annually. These premiums are included in the All Other Compensation column of the 20172018 Director Compensation table for those who participate.

20172018 Director Compensation

Fees Earned or Paid In Cash.The amounts in this column represent retainer fees earned in fiscal year 2017,2018, but not necessarily paid in 2017.2018. Refer to the section Directors’ Fees for information on annual retainer fees.

Stock Awards.The amounts in the Stock Awards column reflect the grant date fair value of RSUs awarded in 2017.2018. We calculate the fair value of equity awards by multiplying the number of RSUs granted by the closing stock price as of the award’s grant date.

The number of restricted shares, RSUs, and SEUs held at December 31, 2017,2018, by non-management Directors are:

Change in Pension Value and Nonqualified Deferred Compensation Earnings.None of the Directors had a change in pension value or nonqualified deferred compensation earnings that represented above market earnings in 2017.2018.

All Other Compensation.This column includes compensation related to the matching gift programs under the Halliburton Foundation, the Accidental Death and Dismemberment program, dividends or dividend equivalents on restricted shares or RSUs, and dividend equivalents associated with the Directors’ Deferred Compensation Plan.

Directors who participated in the matching gift program and the corresponding match provided by the Halliburton Foundation in 20172018 are: Mr. Bennett - $112,500; Mr. Boyd - $35,663;$189,113; Ms. Dicciani - $112,500; Mr. Gerber - $112,500; Mr. Malone - $112,500; Mr. Martin - $225,000;$112,500; and Ms. Reed - $22,500.$112,500. Because of differences between the time when the Director makes the charitable contribution and the time when the Halliburton Foundation makes the matching payment, amounts paid by the Halliburton Foundation may apply to contributions made by the Directors in both 20162017 and 20172018 and the amounts shown may exceed $112,500 in those instances.

Directors who participated in the Accidental Death and Dismemberment program and incurred imputed income for the benefit amount of $184 for individual coverage and $207 for family coverage are: Mr. Al Khayyal - $207; Mr. Albrecht - $207; Mr. Carroll - $184; Ms. Dicciani - $184; Mr. Gerber - $184; Mr. Grubisich - $207; Mr. Malone - $184; and Mr. Martin - $207.

Directors who received dividends or dividend equivalents on restricted shares or RSUs held on Halliburton record dates are: Mr. Bennett - $18,170; Mr. Boyd - $18,170; Mr. Carroll - $14,595; Ms. Dicciani - $12,224;$14,896; Mr. Gerber - $8,640;$8,966; Mr. Malone - $17,887;$18,213; Mr. Martin - $26,853;$7,098; and Ms. Reed - $24,165.$12,082.

Directors who received dividend equivalents attributable to their stock equivalents account under the Directors’ Deferred Compensation Plan are: Mr. Al Khayyal - $2,251;$3,192; Mr. Bennett - $17,141;$19,605; Mr. Boyd - $26,332;$26,748; Mr. Carroll - $18,606;$20,714; Ms. Dicciani - $9,817;$9,972; and Ms. Reed - $13,132.$15,357.

Directors who received dividend equivalents attributable to their deferred RSUs under the Directors’ Deferred Compensation Plan are: Mr. Al Khayyal - $9,725;$12,953; Mr. Albrecht - $4,842;$7,994; Mr. Bennett - $16,680;$20,019; Mr. Boyd - $16,680;$20,019; Mr. Carroll - $16,680;$20,019; Ms. Dicciani - $15,141;$15,380; Mr. Grubisich - $13,861;$17,154; Mr. Martin - $15,141;$15,380; and Ms. Reed - $16,680.$20,019.

Stock OwnershipInformation

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires our Directors and executive officers to file reports of holdings and transactions in Halliburton stock with the SEC and the NYSE.SEC. Based on our records and other information, we believe that in 20172018 our Directors and our officers who are subject to Section 16 met all applicable filing requirements, except Ms. Myrtle Jones, Senior Vice President – Tax, who in 2018 filed a late Form 4 to report the gifting of shares to a charity.requirements.

Stock Ownership of Certain Beneficial Owners andManagement

The following table sets forth beneficial ownership information about persons or groups that own or have the right to acquire more than 5% of our common stock, based on information contained in Schedules 13G filed with the SEC.

The following table sets forth information, as of March 7, 2018,2019, except as noted below, regarding the beneficial ownership of our common stock by each Director, each Named Executive Officer, and by all Directors and executive officers as a group.