UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. )

		Filed by the Registrant		Filed by a Party other than the Registrant

Check the appropriate box:
	Preliminary Proxy Statement
	CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2))
	Definitive Proxy Statement
	Definitive Additional Materials
	Soliciting Material under §240.14a-12

HALLIBURTON COMPANY

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
	No fee required.
	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
	(1) Title of each class of securities to which transaction applies:
	(2) Aggregate number of securities to which transaction applies:
	(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11
	(set forth the amount on which the filing fee is calculated and state how it was determined):
	(4) Proposed maximum aggregate value of transaction:
	(5) Total fee paid:
	Fee paid previously with preliminary materials.
	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
	(1) Amount Previously Paid:
	(2) Form, Schedule or Registration Statement No.:
	(3) Filing Party:
	(4) Date Filed:

To Our ValuedShareholders:

April 2, 20197, 2020

On behalf of our Board of Directors, we are pleased to invite you to attend the Halliburton Company Annual Meeting of Shareholders. The meeting will be held at the Halliburton Life Center Auditorium, 3000 N. Sam Houston Parkway East, Houston, Texas 77032, on Wednesday, May 15, 2019, at 9 a.m. Central Daylight Time.

In 2018, Halliburton capitalized on the market rebound in North America and the emerging international recovery to once again deliver superior growth and returns. We are pleased with Halliburton’s accomplishments for the year and the progress we made in maintaining our leading position in a tough, fiercely competitive market. Thanks to the exceptional performance and commitment of our more than 60,000 employees, we continue to develop new differentiating technologies and improve overall service quality. Our consistent focus on executing for superior results best positions Halliburton to help our customers maximize their asset value and to deliver industry-leading returns to our shareholders.

Turning to 2019, we celebrate our 100^thanniversary with a clear sense of purpose: to help our customers satisfy the world’s need for the affordable, reliable energy provided by oil and gas – effectively and efficiently, safely and ethically, minimizing environmental impact, and generating leading returns for our shareholders. We will be disciplined in our capital spending and focused on optimizing cash flow from our operations, while continuing to support our business, developing differentiating technologies, and selectively investing to grow our product and services portfolio. As we have proven over the years and demonstrated again in 2018, our technology, our people, our customer alignment, and our financial discipline position us to thrive in any market condition and to deliver leading returns for our shareholders.

Please refer to the proxy statement for detailed information on the proposals presented this year.

Your vote and the representation of your shares are very important. We encourage you to review the proxy materials and hope you will vote as soon as possible. If you attend the meeting, you may vote in person even if you have previously voted.

Thank you for your ongoing support of and continued interest in Halliburton. We look forward to seeing you at our Annual Meeting.

Sincerely,

Jeffrey A. Miller

Chairman of the Board,

President and Chief Executive Officer

On behalf of our Board of Directors, we are pleased to invite you to attend the Halliburton Company Annual Meeting of Shareholders. The meeting will occur at the Halliburton Life Center Auditorium, 3000 N. Sam Houston Parkway East, Houston, Texas 77032, on Tuesday, May 19, 2020, at 9:00 a.m. Central Daylight Time.

As we turn the page on Halliburton’s 100^thyear, we enter our next century with a clear sense of purpose – to help our customers satisfy the world’s need for the affordable and reliable energy provided by oil and gas, more effectively and efficiently, safely and ethically, while minimizing environmental impact. We will continue to do what we do best – collaborate and engineer solutions to maximize our customers’ asset value – while generating industry-leading returns and strong cash flow for our shareholders.

2019 marks the end of the first full decade of the shale revolution that propelled the United States to become the world’s top hydrocarbon producer. Our company was an early participant in this development and invested and innovated alongside our customers from the beginning. As unconventionals entered the maturation phase, our North America customers shifted their focus from growth to capital discipline, which impacted our business through reduced customer activity and additional pricing pressure. In contrast, the recovery in international markets continued in 2019, and our international growth outpaced the market. Overall, I am pleased with the performance of our hardworking and dedicated employees. The Halliburton team executed our value proposition, delivered exceptional safety and service quality, and stayed focused on generating healthy returns and strong free cash flow.

Turning to 2020, like other companies in the energy industry and beyond, our business is being impacted by the COVID-19 virus and the unprecedented decline in commodity prices. Halliburton has withstood many challenges in the past and grown stronger as a result; many times in fact over the last 100 years. I am confident that this time will be no different. Halliburton is a market leader in an industry that’s essential to the entire world. We have an excellent business, great customers, an outstanding workforce, and a strong balance sheet. The market will eventually recover. Until then, we will control what we can control and continue to deliver on our value proposition, stay focused on safety and service quality, exercise capital discipline, and work to drive margins, free cash flow, and returns.

Your vote and the representation of your shares are very important. Please review the proxy materials for detailed information on the proposals presented this year. We hope you will vote as soon as possible. If you attend the meeting, you may vote in person even if you have previously voted.

Thank you for your ongoing support of and continued interest in Halliburton. We look forward to seeing you at our Annual Meeting.

Sincerely,

Jeffrey A. Miller

Chairman of the Board,

President and Chief Executive Officer

Proxy StatementSummary

This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information that you should consider, and you should read the entire proxy statement carefully before voting. Page references are supplied to help you find further information in this proxy statement.

Eligibility to Vote(page 60)

You can vote if you were a shareholder of record at the close of business on March 20, 2020.

How to Cast Your Vote(page 60)

 

You can vote if you were a shareholderby any of record at the close of business on March 18, 2019. How to Cast Your Vote(page 1)following methods: You can vote by any of the following methods: INTERNET www.proxyvote.com until 11:59 p.m. Eastern Daylight Time on May 14, 2019 BY TELEPHONE until 11:59 p.m. Eastern Daylight Time on May 14, 2019   BY MAIL Completing, signing, and returning your proxy or voting instruction card before May 15, 2019   IN PERSON at the annual meeting: If you are a shareholder of record, we have a record of your ownership. If your shares are held in the name of a broker, nominee, or other intermediary, you must bring proof of ownership with you to the meeting. Attendees will be asked to present valid picture identification, such as a driver’s license or passport.                   INTERNET www.proxyvote.com until 11:59 p.m.Eastern Daylight Timeon May 18, 2020 BY TELEPHONE until 11:59 p.m. Eastern Daylight Timeon May 18, 2020 BY MAIL Completing, signing, and returningyour proxy or voting instruction cardbefore May 19, 2020 IN PERSON at the annual meeting: If you are a shareholderof record, we have a record of your ownership. If yourshares are held in the name of a broker, nominee,or other intermediary, you must bring a proxy issuedin your name from the record holder to the meeting.Attendees will be asked to present valid pictureidentification, such as a driver’s license or passport. Selection of Principal Independent Public Accountants(page 20) During the year ended December 31, 2019, KPMG LLP served as our principal independent public accountants and provided certain tax and other services to us. Representatives of KPMG are expected to be present at the Annual Meeting and be available to respond to appropriate questions from shareholders. As a matter of good corporate governance, we are requesting our shareholders to ratify the selection of KPMG LLP as our principal independent public accountants for the year ending December 31, 2020.   HALLIBURTON  |  2020Proxy Statement iii Back to Contents Voting Matters(pages 9, 20, 23, and 54) Board Vote Recommendation Page Reference (for more detail) Election of Directors FOREach Nominee 9 Ratification of Selection of Principal Independent Public Accountants (page 20)FOR During the year ended December 31, 2018, KPMG LLP served as our principal independent public accountants and provided certain tax and other services to us. Representatives of KPMG are expected to be present at the Annual Meeting and be available to respond to appropriate questions from shareholders. As a matter of good corporate governance, we are requesting our shareholders to ratify the selection of KPMG LLP as our principal independent public accountants for the year ending December 31, 2019.   20 HALLIBURTON  |  2019Proxy Statementiii   Advisory Approval of Executive Compensation FOR 23   Back to Contents Voting Matters(pages 10, 20, 23,Proposal to Amend and 56)Restate the Halliburton Company Stock and Incentive Plan Board Vote Recommendation Page Reference (for more detail) FOR 54   Election of Directors Governance Highlights Our Board has long maintained a formal statement of its responsibilities, our Corporate Governance Guidelines, to ensure effective governance in all areas of its responsibilities. Our governance practices, as specified in those Guidelines and our By-laws, Code of Business Conduct, and policies and business practices, include the following: Size of Board 10 FOREach Nominee 10   Supermajority Voting Threshold for Mergers No Number of Independent Directors 9 Proxy Access Yes Average Age of Directors 66 Shareholder Action by Written Consent Yes Average Director Tenure 6.8 Shareholder Called Special Meetings Yes Annual Election of Directors Yes Poison Pill No Mandatory Retirement Age 72 Code of Conduct for Directors, Officers, and Employees Yes Women and Minority Board Members 50% Stock Ownership Guidelines for Directors/Officers Yes Majority Voting in Director Elections Yes Anti-Hedging and Pledging Policy Yes Lead Independent Director Yes Compensation Recoupment Policy Yes Ratification of Selection of Principal Independent Public Accountants FOR 20 Advisory Approval of Executive Compensation FOR 23 Proposal to Amend and Restate the Halliburton Company Stock and Incentive Plan FOR 56 Governance of the Company(page 2) Corporate Governance Corporate Governance Guidelines and Committee Charters Code of Business Conduct Related Persons Transactions Policy Yes Corporate Political Contributions No Success for Halliburton and our shareholders and customers results from adherence to our core values. www.halliburton.com   The Board of Directors and Standing Committees of Directors Board Leadership Board and Committee Risk Oversight Independent Committees Members of the Committees of Our Board of Directors Board Attendance Evaluation of Board and Director Performance Shareholder Nominations of Directors Qualifications of Directors Process for the Selection of New Directors Communication to the Board Success for Halliburton and our shareholders and customers results from adherence to our core values. www.halliburton.com   HALLIBURTON  |  2020 HALLIBURTON  |  2019Proxy Statement      iv Back to Contents Board Nominees(pages 11-13) Abdulaziz F. Al Khayyal Retired Senior Vice President, Industrial Relations, Saudi Aramco Age: 66 Director since 2014 INDEPENDENT Committees: William E. Albrecht Non-Executive Chairman of the Board of California Resources Corporation Age: 68 Director since 2016 INDEPENDENT Committees: M. Katherine Banks Vice Chancellor of Engineering and National Laboratories, The Texas A&M University System Age: 60 Director since 2019 INDEPENDENT Committees: Alan M. Bennett Retired President and CEO of H&R Block, Inc. Age: 69 Director since 2006 INDEPENDENT Committees:   Back to Contents Milton Carroll Executive Chairman of the Board of CenterPoint Energy, Inc.   Board Nominees(pages 11-13)Age: 69   Director since 2006         Abdulaziz F. Al Khayyal Retired Senior Vice President, Industrial Relations, Saudi Aramco Age: 65 Director since2014 INDEPENDENT Committees: Nance K. Dicciani Non-Executive Chair of the Board of AgroFresh Solutions, Inc. Age: 72 Director since2009 INDEPENDENT Committees: Murry S. Gerber Retired Executive Chairman of the Board of EQT Corporation Age: 67 Director since 2012 INDEPENDENT Committees: Patricia Hemingway Hall Retired President and Chief Executive Officer of Health Care Services Corporation Age: 67 Director since 2019 INDEPENDENT Committees: Robert A. Malone Executive Chairman, President and Chief Executive Officer of First Sonora Bancshares, Inc. Age: 68 Director since 2009 INDEPENDENT Committees: Jeffrey A. Miller Chairman of the Board, President and CEO of Halliburton Age: 56 Director since 2014 NOT INDEPENDENT Committees: None Committees: William E. Albrecht Non-Executive Chairman of the Board of California Resources Corporation Age: 67 Director since2016 INDEPENDENT Committees: M. Katherine Banks Vice Chancellor of Engineering and National Laboratories, The Texas A&M University System Age: 59 Director since2019 INDEPENDENT Committees: TBD Alan M. Bennett Retired President and CEO of H&R Block, Inc. Age: 68 Director since2006 INDEPENDENT Committees:       Milton Carroll Executive Chairman of the Board of CenterPoint Energy, Inc. Age: 68 Director since2006 INDEPENDENT Committees: Nance K. Dicciani Non-Executive Chair of the Board of AgroFresh Solutions, Inc. Age: 71 Director since2009 INDEPENDENT Committees: Murry S. Gerber Retired Executive Chairman of the Board of EQT Corporation Age: 66 Director since2012 INDEPENDENT Committees:           Patricia Hemingway Hall Retired President and Chief Executive Officer of Health Care Services Corporation Age: 66 Director since2019 INDEPENDENT Committees: TBD Robert A. Malone Executive Chairman, President and Chief Executive Officer of First Sonora Bancshares, Inc. Age: 67 Director since2009 INDEPENDENT Committees: Jeffrey A. Miller Chairman of the Board, President and CEO of Halliburton Age: 55 Director since2014 NOT INDEPENDENT Committees: None  Chair Audit Compensation Health, Safety and Environment  Chair Audit  Compensation Health, Safety and Environment Nominating and Corporate Governance TBD - Dr. Banks and Ms. Hemingway Hall will be appointed to Committees in May 2019.   HALLIBURTON  |  2020Proxy Statement v Back to Contents 2019 Performance Highlights           HALLIBURTON  |  2019Proxy Statementv   Back to Contents 2018 Overview Our business further strengthened in 2018 as we continued to build for a longer industry recovery. The industry experienced headwinds in North America during the latter half of the year as a result of offtake capacity constraints and customer budget limitations, but we believe these issues are temporary in nature. We successfully maintained our global market share in 2018, which was accomplished by our investments in strategic growth areas and by competing in key markets as we continue to align our business with customers in the fastest growing market segments. We continue to collaborate and engineer solutions to maximize asset value for our customers and to maximize returns for our shareholders. We are well prepared for the current market environment in order to deliver leading returns for our shareholders. As we have proven over the years and demonstrated in 2018, our differentiating technology, our people, our customer alignment, and our financial discipline position us well to thrive in any market condition. During the 2018 performance year, we delivered the following results: We generated $24.0$22.4 billionof total company revenue, a 16% increase from 2017, with improvements across all of our international regions. Our international business outgrew the international rig count for the second year in a row.										We achieved exceptional safety and service quality performance during 2019. Our total recordable incident rate and non-productive timeimproved over 20%, both historical bests across our business. This is a result of our employees’ continued commitment to safety and process execution.

We quickly adapted to market conditions by reducing our capital expenditures by24%to approximately $1.5 billion in 2019. These capital expenditures were predominantly made in our Sperry Drilling, Production Enhancement, Artificial Lift, Wireline and Perforating, and Production Solutions product service lines globally. Additionally, our total companylines.		During 2019, we generated $2.4 billion of operating income was $2.5 billion during 2018. These results and improvements were primarily attributed to pressure pumping services, drilling activity, and artificial lift in North America, as well as drilling activity in the Eastern Hemisphere. In our Completion and Production division, we capitalized on the market recovery in North America, delivering total year revenue growth of 22% and operating income growth of 40% year-over-year. Our Drilling and Evaluation division delivered 6% revenue and 3% operating income improvement year-over-year, reflecting the emerging recovery in the international markets. We continued our focus on delivering strong cash flow and returninghad $1.5 billion of capital expenditures, resulting in over$900 million of free cash flow. This demonstrates our ability to shareholders. We generated approximately $3.2 billion in operatinggenerate consistent free cash flow retired $400 million in debt, anddifferent business environments. We additionally returned over $1 billion$700 million to our shareholders through dividends and share repurchases and dividends. We delivered TSR over the three-, five-, and ten-year period ending December 31, 2018, that exceeded the TSR of the Oilfield Services Index (OSX), our direct peers, and our performance peer group. We delivered superior ROCE performance over the one-, three-, and five-year period ending December 31, 2018, relative to the OSX, our direct peers, and our performance peer group. The details are depicted in the chart below:repurchases.   * Management believes free cash flow, defined as “operating cash flow” less “capital expenditures”, is an important liquidity measure and useful to investors and management for assessing the business’s ability to generate cash.

Named Executive Officers(page 25)

For 2019, our NEOs were:

 

Name		Age		Occupation
Jeffrey A. Miller		56		Chairman, President and Chief Executive Officer
Lance Loeffler		43		Age		Occupation
Jeffrey A. Miller		55		Chairman, President and Chief Executive Officer
Lance Loeffler		42		Executive Vice President and Chief Financial Officer
James S. Brown		64		Former President - Western Hemisphere
Joe D. Rainey		62		President - Eastern Hemisphere
David J. Lesar		65		Former Executive Chairman of the Board
Christopher T. Weber		46		Former Executive Vice President and Chief Financial Officer

Eric J. Carre54Executive CompensationVice President – Global Business Lines(pages 23-55)Joe D. Rainey63President – Eastern HemisphereMark J. Richard58President – Western Hemisphere

Executive Compensation(pages 23-53)

 

ObjectivesObjectives(page 29)

 

Our executive compensation program is composed of base salary, a short-term incentive, and long-term incentives and is designed to achieve the following objectives:

 

•	Provide a clear and direct relationship between executive pay and our performance on both a short-term and long-term basis;
•	Target market competitive pay levels with a comparator peer group;
•	Emphasize operating performance drivers;
•	Link executive pay to measures that drive shareholder value;
•	Support our business strategies; and
•	Maximize the return on our human resource investment.

2019 Shareholder Engagement

Halliburton has always maintained open communications with the shareholder community. Seeking feedback from our shareholders on a regular basis is a critical part of our approach to managing our executive compensation program. Our ongoing, open dialogue with our shareholders helps ensure that the Board and management have a regular pulse on the views of our shareholders. These communications provide us important perspectives on adjustments to improve and better explain our program.

During 2019, members of our senior management team participated in over 100 shareholder meetings and 19 conferences. As is our practice, in the fall of 2019, we also engaged in targeted outreach with numerous shareholders.During this fall outreach, we contacted shareholders representing more than 50% of our outstanding common stock and met with many of those shareholders, who collectively hold 31% of our outstanding common stock. We previewed changes to our compensation program under consideration by our Compensation Committee and solicited their feedback on our compensation program, as well as our company strategy and performance, corporate governance, sustainability, and other topics. Our newly-appointed Compensation Committee Chair participated in this outreach effort.Based on the most recent feedback from shareholders, we made several significant modifications to our compensation program for the 2020 plan year.

HALLIBURTON  |  2020Proxy Statement

vii

Back to Contents

What we heard		What we did
(during our ongoing 2019 investor discussions)		(effective for the 2020 plan year)
Shareholders seek increased emphasis on free cashflow and capital discipline		2018 Executive Total Compensation MixReplaced CVA with two distinct metrics that focus on ourability to manage cash and generate earnings, given ourcapital intensive, cyclically driven business. Short-termincentives will be based on the following independentmetrics and weightings: •75% NOPAT •25% Asset Turns
Shareholders support the use of three-year relativeROCE for long-term incentives, but would like anadditional performance component directly linked tostock price		Introduced a relative TSR modifier that comparesperformance against the Oilfield Services Index (OSX);modifier imposes an award penalty for bottom quartileperformance and provides an incentive for top quartileperformance
Shareholders want more emphasis on performance-based long-term incentives		Changed the mix of long-term incentive vehicles for NEOs(page 30)as illustrated below) to 70% performance units and 30%restricted stock; stock options have been eliminated
Shareholders expressed concern about PUP awardsbeing paid 100% in cash		Rebalanced the long-term incentive pay mix so that 65%is delivered in equity; changed PUP cycle to issue awards50% in stock and 50% in cash (contingent on three-yearperformance period)

Increased Emphasis on Long-Term Performance-Based Equity

Historic Long-Term Incentive Mix	New Long-Term Incentive Mix

www.halliburton.com

HALLIBURTON  |  2020Proxy Statement

viii

Back to Contents

Notice of Annual Meetingof Shareholders to be held May 19, 2020

 

(1)	Reflects the compensation mix of Messrs. Brown and Rainey. The other NEOs were not included because Mr. Lesar retired and Messrs. Loeffler and Weber were not in their respective roles for the entire year.

April 7, 2020

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

Halliburton Company, a Delaware corporation, will hold its Annual Meeting of Shareholders on Tuesday, May 19, 2020, 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:

 

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 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, 2019.

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, 2020.

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

5.

To transact any other business that properly comes before the following pages, which are made a partmeeting or any adjournment or adjournments of this Notice. The Board of Directors has set the close of business on March 18, 2019,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 20, 2020, 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 2, 2019,7, 2020, we mailed our shareholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access our 20192020 proxy statement and 20182019 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 annualAnnual Meeting materials via e-mail, the e-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 shareholders 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 shareholder 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.

 

Potential Impact of Coronavirus (COVID-19) Pandemic on Meeting

We intend to hold our Annual Meeting in person. However, developments regarding the coronavirus (COVID-19) pandemic may change this. We are sensitive to the public health concerns our shareholders may have and the protocols that federal, state, and local governments may impose. In the event it is not possible or advisable to hold our Annual Meeting in person, we will announce alternative arrangements for the meeting as promptly as practicable, which may include holding the meeting solely by means of remote communication. We may also need to change the date or the time of the meeting. Please monitor our website atwww.halliburton.comfor updated information. If you are planning to attend our meeting, please check the website one week prior to the meeting date. As always, we encourage you to vote your shares prior to the Annual Meeting.

It is important that you retain a copy of the control number found on the proxy card, voting instruction form, or Notice of Internet Availability of Proxy Materials, as such number will be required in order for shareholders to gain access to any meeting held solely by means of remote communication.

By order of the Board of Directors,

 

Robb L. Voyles

Executive Vice President, Secretary and General CounselChief Legal Officer

 

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 2019 Annual Meeting of Shareholders 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 shareholders on or about April 2, 2019. Our Annual Report on Form 10-K, including financial statements, for the fiscal year ended December 31, 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 shareholders 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 shareholders entitled to vote at the Annual Meeting is the close of business on March 18, 2019. Our common stock, par value $2.50 per share, is our only class of capital stock that is outstanding. As of March 18, 2019, there were 872,764,135 shares of our stock outstanding. Each outstanding share of common stock is entitled to one vote on each matter submitted to the shareholders for a vote at the Annual Meeting. We will keep a complete list of shareholders 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 shareholders. Shares for which a shareholder 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 shareholder-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 shareholders 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 shareholder’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 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 shareholders 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 2018.2019.

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, greater than 5% 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 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 Committee 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. There were no relevant transactions, relationships,arrangements, or arrangementsrelationships 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. At its latest annual review,In 2019, the Board decided that a combined leadership role would currently best serve the needs of the Company and its shareholders. On January 1, 2019, theThe Board appointedbelieves that Jeffrey A. Miller, our Chairman, President and Chief Executive Officer, as Chairman.with his industry expertise, financial expertise, and in-depth knowledge of Halliburton and its business, is the correct person to fill both roles. The Board also believes that Mr. Miller is best suited to lead the Board’s discussion and evaluation of the Company’s business, financial, and health, safety, environment and sustainability strategy and performance. With the exception of Mr. Miller, the Board is composed of independent Directors.

Robert A. Malone is our Lead Independent 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 meetings; presiding over meetings and executive sessions of the independent Directors; and leading the Board’s annual evaluation of the CEO. following:

Robert A. Malone LEAD INDEPENDENT DIRECTOR			liaises between the independent Directors andthe Chairman		advises management on and approves informationsent to the Board
			approves agendas for Board meetings		approves schedules for meetings of the Board
			presides over meetings and executive sessionsof the independent Directors		authorizes the retention of outside advisors andconsultants who report directly to the Board
			leads the Board’s annual evaluation of the CEO		schedules meetings of the independent Directors asappropriate

Our Lead Independent Director Charter is available on our website atwww.halliburton.com. With the exception of Mr. Miller, the Board is composed of independent Directors.

Board and Committee Risk Oversight

We have implemented an Enterprise Risk Management (ERM) program to identify and analyze enterprise-level risks and their potential impact on 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,sustainability, 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 receives an annual ERM report on risk assessment and risk management in which risks are identified and assigned a significance rating based on potential consequences of the risk and the likelihood of 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 receivesreceive regular updates on those risks. Certain risks monitored by each Committee are shown below.

Board of Directors
Audit Committee		Compensation Committee		Nominating and Corporate Governance Committee		Health, Safety and Environment Committee
•  Financial reporting andinternal controls •  Cybersecurity •  Compliance withanti-corruption laws andregulations		•  Evolving competitivelandscape •  Compensation-relatedrisk		•  Corporate governance •  Board and managementsuccession		•  Catastrophic events fromwellsite activities •  Compliance withradioactive/explosivesregulations

Independent Committees

The Board believes that it has a strong governance structure in place to ensure independent oversight on behalf of all shareholders. All standing Committees 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 2018,2019, the Board held 64 meetings and met in Executive Session, without management present, on 54 occasions.

Committee meetings were held as follows:

EightNine 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 20182019 and all members of the Board attended at least 83%94% of those meetings.

All of our Directors attended the 20182019 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 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 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.

Shareholder Nominations of Directors

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

Shareholder nominations require written notice to the Corporate Secretary at the address of our principal executive offices set forth on page 160 of this proxy statement, and for the Annual Meeting of Shareholders in 2020,2021, must be received not less than 90 days nor more than 120 days prior to the anniversary date of the 20192020 Annual Meeting of Shareholders, or no later than February 15, 2020,18, 2021, and no earlier than January 16, 2020.19, 2021. The shareholder notice must contain, among other things, certain information relating to the shareholder 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.

TheOur By-laws also provide for proxy access for shareholder nominations of directors. The provision permits up to 20 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 further provide that if a shareholder 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 shareholders 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 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 shareholder 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 shareholders and the Board will act on such recommendation.

Communication to the Board

To foster better communication from our shareholders and other interested persons, we maintain a process for shareholders 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 NYSE and the SEC. The methods of communication with the Board include telephone, mail, and e-mail.

888.312.2692 or 770.613.6348

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 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 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.comwww.halliburton.com..

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’sCompany’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.under Information about Nominees for Director.

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.UNDER INFORMATION ABOUT NOMINEES FOR DIRECTOR.

The ten 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.

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 (72^nd) 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.

NON-MANAGEMENT DIRECTOR QUALIFICATIONS AND EXPERIENCE

TENURE

Year Elected

2014

2016

2019

2006

2006

2009

2012

2019

2009

2014

2016

2019

2006

2006

2009

2012

2019

2009

Mandatory Retirement

2026

2024

2032

2023

2023

2020

2025

2024

2024

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

B

A

A

A

B

A

A

A

B

A

A

A

A

A

Accounting/Finance

A

A

A

A

A

A

A

A

A

A

A

A

A

A

A

Technology/Engineering

A

A

A

A

A

B

A

A

A

A

A

A

A

A

A

Legal/Compliance

A

A

A

A

A

A

A

A

A

A

A

A

A

A

Mergers & Acquisitions

A

A

B

A

B

A

A

A

A

A

B

A

A

A

A

Human Resources/Compensation

A

A

A

A

A

A

A

A

A

A

A

A

A

A

A

A

A

Strategic Planning

A

A

A

A

A

A

A

A

A

A

A

A

A

A

A

A

A

International Business

A

A

A

A

A

A

A

A

A

A

A

A

A

A

A

A

Health, Safety & Environment and Sustainability

A

A

A

A

A

A

A

A

A

A

A

A

A

Public Policy

A

A

B

A

A

A

A

A

A

A

A

B

A

A

A

A

Corporate Governance

A

A

B

A

B

A

A

A

A

B

A

A

A

A

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 65 66 Director since: 2014 INDEPENDENT		Professional Experience: •Retired Senior Vice President of Industrial Relations of Saudi Arabian Oil Company (Saudi Aramco) (the world’s largest producerlargestproducer of crude oil) •Senior Vice President of Industrial Relations of Saudi Aramco from 2007 to 2014 and served as a director of Saudi AramcoSaudiAramco 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 knowledgeexceptionalknowledge of the energy industry, including significant international industry experience and executive experience with thewiththe 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 6768   Director since: 2016   INDEPENDENT		Professional Experience: •Non-Executive Chairman of the Board of California Resources Corporation (a publicly traded oil and natural gas explorationgasexploration 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 experienceextensiveexperience in the domestic oil and natural gas industry and executive experience with a public oil and gas exploration andexplorationand production company and an international offshore drilling company.
Other Company Directorships: •  ChairmanLead Independent Director of the Board and has been a director of Rowan CompaniesValaris plc (since 2015)2019)	Former Directorships in the Past 5 Years: •  NoneChairman of the Board and director of RowanCompanies plc (2015-2019)

M. KATHERINE BANKS

ALAN M. BENNETT

MILTON CARROLL

NANCE K. DICCIANI

MURRY S. GERBER

PATRICIA HEMINGWAY HALL

ROBERT A. MALONE

Age 6768 Director since: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 ownedbankowned by First Sonora Bancshares, Inc.) since 20092014 •Executive Vice President of BP plc, and Chairman of the Board and President, BP America Inc. (one of the nation’s largestnation’slargest 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 expertiseindustryexpertise and executive leadership experience, including crisis management and safety performance.
	Other Company Directorships: •Non-Executive Chairman of the Board of Peabody EnergyPeabodyEnergy Corporation (since 2016) following theCompany’s emergence from bankruptcy and director (sincedirector(since 2009) •Teledyne Technologies Incorporated (since 2015) •BP Midstream Partners GP LLC, the general partner of BPofBP Midstream (since 2017)	Former Directorships in the Past 5 Years: •None

JEFFREY A. MILLER

Age 5556 Director since:Director since: 2014 CHAIRMAN, 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 20142019 •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 •  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,industryexpertise, executive and business development experience, and in-depth knowledge of Halliburton’s global operations.
	Other Company Directorships: •None	Former Directorships in the Past 5 Years: •Atwood Oceanics, Inc. (2013-2017)

Directors’Compensation

Directors’ Fees

All non-management Directors receive an annual retainer of $115,000, which remains unchanged since 2014. The Lead Independent Director receives an additional annual retainer of $30,000, and the chair of each Committee receives an additional annual retainer for serving as chair as follows: Audit - $25,000; Compensation - $20,000; Health, Safety and Environment -$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 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 day of August. 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. Non-management Directors are permitted to defer all of their RSUs under the Directors’ Deferred Compensation Plan.

Additionally, when a non-management Director first joins the Board, he or she receives an equity award shortly thereafter of RSUs equal to a prorated value of the annual equity award of $185,000. The factor used to determine the prorated 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 prorated 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-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 daily 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.Ms. Dicciani and Reed, and Messrs. Al Khayyal, Bennett, Boyd, and Carroll have deferred retainer fees under the plan. Mses.Ms. Dicciani and Reed, and Messrs. Al Khayyal, Albrecht, Bennett, Boyd, Carroll, Grubisich, and MartinGrubisich have deferred RSUs under the plan.