UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.DC 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934

(RULE 14a-101)Amendment No.     )

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

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

Exchange Act of 1934 (Amendment No. )

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	Soliciting Material under §240.14a-12

HALLIBURTON

HALLIBURTON COMPANY

(Name of Registrant as Specified in itsIts Charter)

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

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To Our ValuedShareholders:

April 2, 20195, 2022

Dear Fellow Shareholders:

On behalf of our Board of Directors, we are pleasedmanagement team, and more than 40,000 employees, thank you for your investment in Halliburton.

Energy markets in 2021 demonstrated the importance of oil and gas to invite youfueling economic recovery and to attendsustaining the quality of life for people everywhere. Halliburton’s value proposition, core competencies, and service delivery play a vital role in the reliability, affordability, and sustainability of oil and gas for a growing world population. Halliburton Company Annual Meeting of Shareholders. The meeting will be held at thealso delivered technology to help reduce emissions for ourselves and our customers while enabling future low carbon technology through our cleaner and more affordable energy accelerator, 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.Labs.

In 2018, Halliburton capitalized on2021, oil and gas demand accelerated, marking the market reboundbeginning of an energy upcycle. Halliburton’s solid strategy execution delivered outperformance in every part of our business – safety, service quality, and financial results. Our clear strategy to deliver profitable international growth, maximize cash flow in North America, deploy new digital and the emerging international recovery to once again deliver superior growthautomation technology, increase capital efficiency, and returns. We are pleased with Halliburton’s accomplishments for the year and the progress we made in maintaining our leading position inadvance 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, reliablesustainable 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, andfuture drove our financial discipline position us to thrive in any market conditionoutperformance, and to deliver leading returnscreated value for our shareholders.

Please referOur refreshed shareholder outreach efforts made sure we met with and heard from you about Halliburton and our performance. During 2021, we communicated with shareholders collectively representing approximately 60% of our outstanding shares and held face-to-face video calls with shareholders representing about 40% of our shares. Our Compensation Committee Chair, Murry Gerber or Lead Independent Director, Bob Malone attended these calls, along with members of senior management. That outreach also included engagement with the two largest proxy advisors, ISS and Glass Lewis. The information each of you shared with us is integral to the proxy statement for detailed information on the proposals presented this year.Board’s decision-making process and your views help inform our Company’s policies, practices, and disclosures.

Your vote and the representationis important regardless of yourhow many shares are very important. We encourage you own. Whether or not you plan to attend our annual meeting on May 18, 2022, at our corporate offices in Houston, Texas, please review the proxy materials and hope you will vote as soon as possible. If you attend the meeting, you You may vote in person evendo so by phone, online, or if you have previously voted.received a paper proxy, through the mail. See the Notice of Annual Meeting for instructions on how to vote.

ThankOn behalf of the Board of Directors, thank you for your ongoing support of and continued interestthe confidence you place 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 Chairman, President and CEO		Robert A. Malone Lead Independent Director

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 1)

You can vote if you were a shareholder of record at the close of business on March 18, 2019.

How to Cast Your Vote(page 1)

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.

 

Selection of Principal Independent Public Accountants(page 20)

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.

Board Nominees(pages 11-13)

Abdulaziz F. Al Khayyal Retired Senior Vice President, Industrial Relations, Saudi Aramco Age: 65 Director since2014 INDEPENDENT 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 Nominating and Corporate Governance
TBD - Dr. Banks and Ms. Hemingway Hall will be appointed to Committees in May 2019.

Named Executive Officers(page 24)

For 2018, our NEOs were:

Name		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

Executive Compensation(pages 23-55)

Objectives(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.

2018 Executive Total Compensation Mix(page 30)

(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.

Notice of Annual Meeting

of Shareholders to be held
May 15, 201918, 2022

 

April 2, 20195, 2022

 

Halliburton Company, a Delaware corporation, will hold its Annual Meeting of Shareholders on Wednesday, May 15, 2019,18, 2022, 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 teneleven 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, 2019.2022.
	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, 2019,21, 2022, 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, 2019,5, 2022, we mailed our shareholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access our 20192022 proxy statement and 20182021 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.

 

By order of the Board of Directors

 

 

Robb L. VoylesVan H. Beckwith

Executive Vice President, Secretary and General CounselChief Legal Officer

	You can vote by any of the following methods:
	INTERNET www.proxyvote.com until 11:59 p.m. Eastern Daylight Time on May 17, 2022		BY TELEPHONE until 11:59 p.m. Eastern Daylight Time on May 17, 2022		BY MAIL Completing, signing, and returning your proxy or voting instruction card before May 18, 2022		IN PERSON at the annual meeting

The following voting matters are described in this proxy statement.

 

	You are urged to vote your shares as promptly as possible by following the voting instructions in the Notice	Board Vote Recommendation		Page Reference
Election of Internet AvailabilityDirectors		FOR Each Nominee		15
Ratification of Proxy Materials.Selection of Principal Independent Public Accountants		FOR		27
Advisory Approval of Executive Compensation		FOR		30

GeneralProxy Statement InformationSummary

We are providing theseThis summary highlights information contained elsewhere in this 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 adjournmentstatement or postponementas otherwise noted. This summary does not contain all of the meeting. By executinginformation that you should consider, and returningyou should read the enclosedentire proxy by following the enclosed voting instructions, or by voting via the Internet or by telephone,statement carefully before voting. Page references are supplied to help you authorize the persons namedfind further information 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.

2021 Strategic Priorities

If you hold your sharesAs we began 2021, we identified the following focus areas 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:2020 Form 10-K:

2021 Performance Overview (pages 38-39)

The proxy solicitor,

So how did we do? Our employees delivered solid execution across every part of our business in 2021 – safety, service quality, and financial results. Despite the election inspectors,challenges of working during a pandemic and global energy demand complexity, they again outperformed and delivered what the tabulators of all proxies, ballots,world requires – affordable and voting tabulationsreliable energy provided by oil and gas – in a safe, efficient, and ethical manner – while minimizing our environmental impact. Here are independent and are not our employees.the highlights for 2021:

CorporateOur 2022 Board Nominees (pages 17-20)

Our 2021 Named Executive Officers (page 40)

GovernanceOur Executive Compensation Program (pages 31-63)

Objectives (page 40)

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:

How Our Executive Compensation Program Links to Performance (page 41)

Our executive compensation program emphasizes variable pay that aligns compensation with performance and shareholder value. The mix of compensation elements is heavily weighted toward variable, performance-based compensation to ensure our senior executives continue to deliver the reliable execution, strong cash flow, and industry-leading returns that our shareholders expect.

Our Year-round Shareholder Engagement (page 13)

Corporate Governance

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”tabs “Investors”, “Company Information”, 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.

Our current Board structure and governance practices, as specified in those Guidelines and our By-laws, Code of Business Conduct, and policies and business practices, include the following:

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 and for our Lead Independent Director 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 employeesDirectors and Directorsemployees 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 2018.2021.

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)(i) we or any of our subsidiaries were or will be a participant, (2)(ii) the aggregate amount involved exceeds $120,000 in any calendar year, and (3)(iii) 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 BoardAudit Committee 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 BoardAudit Committee 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 2021, 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:

	liaises between the independent Directors and the Chairman			participates in shareholder engagement
	approves agendas for Board meetings and ensures the agendas provide opportunities for the Board to provide input on the Company’s business strategy and management’s execution of that strategy			advises management on and approves information sent to the Board and approves schedules for meetings of the Board
	presides over meetings and executive sessions of the independent Directors			authorizes the retention of outside advisors and consultants who report directly to the Board
	leads the Board’s annual evaluation of the Chief Executive Officer			schedules meetings of the independent Directors as appropriate

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 Oversight

Enhancements to ESG Oversight

Based on our commitment to provide thorough oversight of ESG risks, opportunities, and strategy, the Halliburton Board of Directors conducted a detailed analysis of our Board structure in 2021. We performed an extensive review of other Board structures and consulted with our shareholders and leading experts. The analysis found that our Board structure and oversight provide a leading model for good governance. Through the review, we also identified an opportunity for Halliburton to dedicate a committee to oversee ESG and elevated the Nominating and Corporate Governance Committee for oversight of these issues. Although the Nominating and Corporate Governance Committee oversees ESG, each committee is responsible for different aspects of ESG, as outlined in each respective charter. The Board sharpened its overall ESG oversight of the Company by focusing more time on these matters in both committee and full Board meetings, as well as in our engagements with Halliburton’s shareholders. By engaging regularly with shareholders and other outside experts to discuss sustainability topics, the Board can more effectively prioritize relevant ESG issues within our overall corporate strategy. During outreach, our shareholders endorsed this oversight structure and other governance enhancements.

Below are the primary oversight responsibilities of our Board’s committees, with newly expanded or clarified responsibilities bolded:

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. Below is a discussion of some of these areas of oversight.

Political and Lobbying Spending

The Nominating and Corporate Governance Committee is responsible for oversight of political expenditures, payments to trade associations, and lobbying activity. In 2021, we published a comprehensive report (Halliburton Policies for Political Engagement) on our annual political activity. The report is available on our website at www.halliburton.com.

Notable highlights from this report include:

For our efforts, in 2021 we scored an 80% on the CPA-Zicklin index. Developed by the Wharton School of Business, Zicklin Center for Business Ethics Research, this index scores corporations on the transparency and accountability demonstrated within their political engagement policies. The index uses 24 scoring elements focused on political contributions, trade associations, and political action committee (PAC) activities to calculate a raw score. Halliburton’s raw score of 56 points places us within the top 20% of all companies.

Enterprise Risk OversightManagement

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,Conduct; extensive policies and business practices, ourpractices; financial controls,controls; Internal Assurance Services audits of our internal controls and health, safety, environment, and service quality,sustainability; the activities of the Ethics &and Compliance group of the Law Department,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.

Independent CommitteesCybersecurity

The frequency and sophistication of global attacks on corporate IT systems containing sensitive information have increased. Halliburton takes each threat seriously and dedicates significant resources to protect our IT systems and data, in alignment with industry security standards, such as the International Organization for Standardization (ISO) 27001 and the National Institute of Standards and Technology (NIST) 800-53. In response, our Board believes that it hasof Directors now receives quarterly updates on cybersecurity matters, and our Audit Committee receives an annual, in-depth review.

Climate Initiatives

The Health, Safety and Environment Committee is responsible for oversight of our environmental impact, including climate matters. In 2021, under its guidance, we continued our steady march forward in meeting the goals of our science-based targets to reduce Scope 1 and Scope 2 emissions by 40% by 2035 from our baseline year of 2018. We quantified and executed on opportunities to reduce emissions, and we are on track to meet our reduction targets. We also completed our climate scenario analysis, aligned with the Task Force on Climate-Related Financial Disclosure (TCFD). For more information on our approach to climate change and our emissions reduction targets, please visit our Climate Change Statement on our website at www.halliburton.com.

ESG Elements of Pay and Incentive Plans

As a strong governance structureresult of our Listen and Respond shareholder outreach effort, and with the endorsement of our shareholders, the Compensation Committee decided, effective January 1, 2022, to include ESG-related metrics focused on greenhouse gas (GHG) emissions and DE&I — two of our main areas of focus — in place to ensure independent oversight on behalf of all shareholders. All standing Committeesour annual incentive plan. ESG-related metrics will comprise 20% of the Board are comprised solelytotal award, with achievement of independent Directors. We have established processes forspecific financial goals comprising 80% of the effective oversight of critical issues entrusted to independent Directors, such as:total award.

Members of the Committees of Our Board of Directors

Audit CommitteeName		Compensation Audit Committee		CompensationHealth, Safety and Environment Committee		Health, Safety and Environment Committee		Nominating and Corporate Governance Committee
Alan M. Bennett*		William E. Albrecht		Abdulaziz F. Al Khayyal		Abdulaziz F. Al Khayyal
James R. Boyd		James R. Boyd*#		William E. Albrecht		Alan M. Bennett
Nance K. Dicciani		Milton Carroll		Nance K. Dicciani*		Milton Carroll*
Murry S. Gerber		Murry S. Gerber				Robert A. Malone
William E. Albrecht
M. Katherine Banks
Alan M. Bennett
Milton Carroll
Earl M. Cummings#
Murry S. Gerber
Patricia Hemingway Hall*
Robert A. Malone
Jeffrey A. Miller
Bhavesh V. Patel
Tobi M. Edwards Young#

Chair

Member

The Board has determined that all members of the Audit Committee are independent under our Corporate Governance Guidelines. The Board has determined that Alan M. Bennett, Murry S. Gerber, and Bhavesh V. Patel are “audit committee financial experts” as defined by the Securities and Exchange Commission, or SEC.

Compensation Committee

Health, Safety and Environment Committee

Nominating and Corporate Governance Committee

Board Attendance

During 2018,2021, the Board held 67 meetings and met in Executive Session,executive session of the independent Directors, without management present, on 54 occasions.

Committee meetings were held as follows:

EightAll members of the Board attended 100%at least 93% of the total number of meetings of the Board and the Committees on which he or she served during 2018 and all members of the Board attended at least 83% of those meetings.last fiscal year.

All of our Directors attended the 20182021 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-partfour-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 165 of this proxy statement, and for the Annual Meeting of Shareholders in 2020,2023, must be received not less than 90 days nor more than 120 days prior to the anniversary date of the 20192022 Annual Meeting of Shareholders, or no later than February 15, 2020,17, 2023, and no earlier than January 16, 2020.18, 2023. 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 reelectionre-election 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

www.halliburton.com		HALLIBURTON  |  2022Proxy Statement	12

Board take into account overall Board diversity in personal background, race, gender, age, and nationality.

Process for the Selection of New Directors

Refreshment

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 (72seventy-fifth (75^ndth) 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. Ms. Young was identified as a potential Director candidate by an executive officer. Mr. Cummings was identified as a potential Director candidate by a non-management Director. A shareholder who wishes to recommend a candidate should notify our Corporate Secretary.

This process resulted in enhancement of our Board over the last several years with the addition of three female Directors, one of which is ethnically diverse, and two ethnically diverse male Directors. Ms. Young and Mr. Cummings joined the Board in 2022. Ms. Young contributes technology, governance, policy making, and regulatory experience. Mr. Cummings contributes leadership in technology solutions and entrepreneurship. Mr. Patel joined the Board in 2021. His chemical industry experience benefits us greatly as we expand our chemicals business. Dr. Banks and Ms. Hemingway Hall joined the Board in 2019. Dr. Banks contributes extensive experience in engineering and technology to the Board as well as her perspective as the President of a major research university. While she decided not to stand for re-election to the Board, due solely to a personal decision related to health and travel issues associated with the continuing COVID-19 pandemic and endemic, Ms. Hemingway Hall contributed substantial public company and corporate governance experience.

Shareholder Engagement

Halliburton values ongoing, open shareholder dialogue to ensure that the Board and management have a regular pulse on investors’ views. This dialogue also provides valuable feedback on how we can continue to improve.

Following our 2021 Annual Meeting, the Board recommitted to more active shareholder engagement. We enhanced shareholder communications, refreshed our shareholder presentation, opened additional availability for director video calls, and listened and responded to shareholders about possible changes to governance and executive compensation.

In 2021, independent Board members offered and held off-season meetings with representatives from our top shareholders to gain a better understanding of their priorities and concerns prior to the proxy voting season. We offered these meetings to 34 shareholders representing approximately 60% of our shares. Each received the opportunity to meet with Board members by video conference. For those unable to attend,

we sent our refreshed shareholder presentation to each and offered follow-up. The Nominatingupdated materials highlighted the latest information about our Board oversight and Corporate Governance Committee, in consultationcorporate governance; executive compensation program; health, safety, and environment (HSE) performance and strategies; diversity, equity, and inclusion (DE&I) performance and strategies; and our approach to energy transition. After receiving these new materials, additional shareholders accepted the offer to meet.

During off-season engagement, Board members and management conducted video conferences with 18 shareholders representing about 40% of our shares and with the Board, will determine the specific criteria for a new Director candidate. After the Nominatingtwo largest proxy advisors, Institutional Shareholder Services (ISS) 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 discussionGlass Lewis. These included video conferences with the ChairmanMurry Gerber, Chair of the BoardCompensation Committee or Robert Malone, Lead Independent Director, and other Board members, whether a candidate should continuesenior management.

This off-season investor engagement program was in addition to be considered. If a candidate warrants additional consideration, the Committeeroutine solicitation of shareholder feedback coincident with annual and others, as appropriate, will interview the candidate. Once the evaluationquarterly reporting, earnings conference calls, and interviewsinvestor meetings. Also, our senior management and Investor Relations team regularly hold meetings and conference calls with analysts, institutional investors, and ESG rating firms, among others. In 2021, Halliburton participated in 13 sell-side conferences, three non-deal roadshows, and approximately 300 investor meetings that are completed, the Committee will recommendall part of our ongoing shareholder outreach cadence.

Our senior management and directors presented shareholder feedback to the full Board whether the candidate should be appointedof Directors for discussion. As a result of these engagements and Board consideration of investor feedback, we refreshed Board governance and made changes to the Board or proposed for election by shareholders and the Board will act on such recommendation.our 2022 annual executive incentive plan.

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

Board of Directors c/o DirectorCode of Business Conduct Halliburton Company P.O. Box 428062625 Houston, Texas 77242-2806TX 77252-2625 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. 1 Election of Directors

In considering whether a current Director should be nominated for election as a Director, the Nominating and Corporate Governance Committee and the Board considered, among other matters, the expertise and experience of the Director, the annual performance evaluation of the Director, the Director’s attendance at, preparation for, and engagement in Board and Committee meetings, the diversity of the Board, the tenure of the Director, and the overall distribution of tenure among Directors to ensure sufficient experience with the company’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 teneleven 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

2019

2006

2006

2009

2012

2019

2009

2014

2016

2019

2006

2006

2022

2012

2009

2021

2022

Mandatory Retirement

2026

2024

2032

2023

2023

2020

2025

2024

2024

GENERAL

INDEPENDENCE AND EXPERIENCE

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

DECISION-MAKING OR OTHER SUBSTANTIAL EXPERIENCE

Energy Industry

A

B

A

A

A

B

A

A

A

A

B

B

B

A

A

A

Accounting/Finance

A

A

A

A

A

A

A

B

A

B

A

B

A

A

A

A

A

Technology/Engineering

A

A

A

A

A

B

A

A

B

A

A

B

A

A

A

A

A

Legal/Compliance

A

A

A

A

A

A

B

B

B

A

B

A

A

A

A

Mergers & Acquisitions

A

A

B

A

B

A

A

B

A

B

A

A

B

A

A

A

A

Human Resources/Compensation

A

A

A

A

A

A

A

A

A

A

A

A

B

A

A

A

A

A

Strategic Planning

A

A

A

A

A

A

A

A

A

A

A

A

B

A

A

A

A

A

International Business

A

A

A

A

A

A

A

A

A

B

A

B

B

A

A

A

Health, Safety & Environment and Sustainability

A

A

A

A

A

A

A

A

A

A

A

A

A

A

A

Public Policy

A

A

B

A

A

A

A

B

A

A

A

A

B

A

A

A

A

Corporate Governance

A

A

B

A

B

A

A

A

A

A

A

A

A

A

A

A

A

LEGEND

A Decision-making experience at Executive or Board level

B Other Substantial Experience

A Policy-making experience in business, government, education, or technology

A Policy-making experience in business, government, education, or technology

B Other substantial experience

B Other substantial experience

DEMOGRAPHICS

Race/Ethnicity

Black/African American

Indian/South Asian

White/Caucasian

Middle Eastern

Native American

Gender

Male

Female

Information about Nominees for Director

ABDULAZIZ F. AL KHAYYAL

ABDULAZIZ F. AL KHAYYAL
Age 65 68 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) •director and Senior Vice President of Industrial Relations of Saudi Aramco (the world’s largest producer of crude oil), where he held multiple senior roles over a career spanning from 20071981 to 2014 and served as a director of •  Saudi Aramco from 2004 to 2014roles included: member of general management, Vice President of Sales and Marketing, Vice President of Employee Relations and Training, Vice President of Corporate Planning, Senior Vice President of International Operations, and Senior Vice President of Refining, Marketing and International
		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, a thorough understanding of the geopolitics of the oil and gas business, 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:
		• Marathon Petroleum Corporation (since 2016)	•  None

WILLIAM E. ALBRECHT

WILLIAM E. ALBRECHT
Age 70   Age 67 Director since: 2016   INDEPENDENT		Professional Experience: • President of Moncrief Energy, LLC (a private oil and gas operator) since 2021 •  Non-Executive Chairman of the Board of California Resources Corporation (a publicly traded oil and natural gas exploration and production company) sincefrom 2016 and to 2020 •  Executive Chairman of the Board of California Resources Corporation 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. Additionally, Mr. Albrecht’s expertise in the field of engineering gives him technical understanding of Halliburton’s business and customers.
		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  Chairman of the Board and director of Laredo Petroleum, Inc. (since 2020)	•  Chairman of the Board and director of Rowan Companies plc (2015-2019)
			•  California Resources Corporation (2014-2020)
			•  Lead Independent Director of Valaris Inc. (2019-2021)