PRELIMINARY PROXY STATEMENT SUBJECT TO COMPLETION DATED
MARCH 10, 2023 

In accordance with Rule 14a-6(d) under Regulation 14A, please be advised that Halliburton Company intends to release definitive copies of this Proxy Statement to security holders on or about April 4, 2023.

UNITED STATES

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To Our Valued Shareholders

April 4, 20232, 2024

Fellow Shareholders:

On behalf of our Board of Directors, management team, and more than 45,000approximately 48,000 employees, thank you for your investment in Halliburton.

The eventsIn 2023, as a result of our clear strategy, collaboration, and focus on execution, we delivered a 13 percent increase in revenue over 2022 demonstratedand the importance ofhighest operating margins in over a balanced approachdecade. Additionally, in line with our commitment to meet the world’s energy needs, including securing accessreturn cash to oil and gas far into the future. We see great opportunity as activity accelerates throughout this unfolding multi-year industry upcycle. Halliburton isshareholders, we distributed approximately $1.4 billion in the right geographic markets, with innovative productform of dividends and service offerings to help our customers provide thestock repurchases.

Projected long-term global economic expansion creates even greater demand for secure, reliable,affordable, and affordablereliable energy from oil and gas that global economies demand.

In 2022,natural gas. As we achieved strongenter 2024, the fundamentals for our business results across all ofremain strong. Our team is focused on our regions and product service lines, despite geopolitical conflicts, inflation, and supply chain constraints. This strong financial performance demonstrated the earnings power of Halliburton’s execution on its strategy and the commitment of our employees to accomplish our strategic priorities.

We are excited about 2023 and beyond, and we are grateful for the roles that our employees, Board of Directors, and shareholders play in our success. We look forward to the opportunity to deliver profitable international growth, maximize value in North America, increase capital efficiency, develop and deploy digital and automation solutions, and advance cleaner, affordable energy. We remain focused on

Internationally, we see above-market growth within our well construction product lines, where customers choose Halliburton to improve the reliability, consistency, and efficiency of their drilling operations. In North America, larger customers with stable programs have elevated quality expectations and demand greater technology to improve recovery and well productivity. Our value proposition:proposition – to collaborate and engineer solutions thatto maximize asset value for our customers.customers – positions us to capitalize on these opportunities.

Your vote is important regardless of how many shares you own.We invite you to attend our Annual Meeting on May 15, 2024, at our corporate offices in Houston, Texas. Whether or not you planare able to attend our annual meeting on May 17, 2023, at our corporate officejoin us in Houston,person, please review the proxy materials and vote as soon as possible. You may do sovote by phone, online, or if you received a paper proxy, through the mail. See the Notice of Annual Meeting for instructions on how to vote.

On behalf of the Board of Directors, thank you for your confidence in Halliburton.

Sincerely,

Jeffrey A. Miller Chairman, President and CEO		Robert A. Malone Lead Independent Director

Notice of Annual Meeting
of Shareholders to be held
May 17, 202315, 2024

April 4, 20232, 2024

You can vote by any of the following methods:

You can vote by any of the following methods:
INTERNET	BY TELEPHONE	BY MAIL	IN PERSON
INTERNET www.proxyvote.com until 11:59 p.m. Eastern Daylight Time on May 16, 202314, 2024	BY TELEPHONE until 11:59 p.m. Eastern Daylight Time on May 16, 202314, 2024	BY MAIL Completing, signing, and returning your proxy or voting instruction card before May 17, 202315, 2024	IN PERSON at the annual meetingAnnual Meeting

The following voting matters are described in this proxy statement.

Proxy Statement Summary

This summary highlights information contained elsewhere in this proxy statement or as otherwise noted. 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.

20222023 Strategic Priorities

As we began 2022,2023, we identified the following focus areas in our 20212022 Form 10-K:

20222023 Performance Overview (pages 45-46)(pages 44-45)

Business Highlights

Our success throughout 20222023 was a direct result of the hard work and dedication of our employees with relentless focus on safety, operational execution, customer collaboration, and service quality performance. We saw the resilience ofexpect oil and natural gas demand throughout 2022 evento continue to grow over the next several years as easing inflationary pressures across the Organization for Economic Co-operation and Development countries increase the likelihood for central banks raised interest rates to combat inflation. Our exceptional financial performance this year isbank rate cuts, abating fears of a clear resultmacroeconomic slowdown. We believe long-term expansion of the executionglobal economy will continue to create demands on all forms of our strategic priorities in 2022.energy. We expect oil and natural gas will remain a critical component of the global energy mix. Multiple financial and operational metrics demonstrated strong performance. Here are the highlights for 2022:2023:

Our 2024 Board Nominees (pages 17-28)

Our 2023 Board Nominees (pages 17-29)

Our 20222023 Named Executive Officers (page 47)46)

Our Executive Compensation Program (pages 47-73)46-73)

Objectives (page 47)46)

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 OurElements of our Executive Compensation Program Links to Performancefor 2023 (page 47)

OurHalliburton’s executive compensation program emphasizes variable pay that aligns compensation with performancefor the 2023 plan year was composed of base salary, a short-term incentive, 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.long-term incentives, as described below:

Our Year-round Shareholder Engagement (page 14)

Through active, two-way dialogue with our shareholders, our Board and management team work diligently to stay informed regarding our investors’ expectations, gather feedback to inform strategic decision-making, and provide answers to investor questions about our approach to governance, our oversight of risks, our approach to sustainability, and the design of our executive compensation program. Some highlights from our shareholder engagement program in 2023 included:

Corporate Governance

Corporate Governance Guidelines and Committee Charters

Our Board has long maintained a formal statement of its responsibilities and guidelines to ensure effective governance in all areas of its responsibilities. Our Corporate Governance Guidelines are available on our website at www.halliburton.com by clicking on the 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, informationInformation 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 Directors and employees 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 2022.2023.

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 (i) we or any of our subsidiaries were or will be a participant, (ii) the aggregate amount involved exceeds $120,000 in any calendar year, and (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 Audit 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 Audit Committee will consider the following factors and other factors it deems appropriate:

The Board of Directors and Standing Committees of Directors

The Board has the following standing Committees: Audit; Compensation; Health, Safety and Environment; and Nominating and Corporate Governance. 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 Corporate Governance Guidelines provide that the independence standards meetof each Director will be determined by the Board in the exercise of its business judgment and considering the applicable rules and regulations of the Securities and Exchange Commission, or SEC, and the New York Stock Exchange, or NYSE,NYSE.

In connection with its 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, arrangements, or relationships not disclosed in this proxy statement that were considered bydetermination, the Board considered that we utilize health insurance services of Blue Cross Blue Shield, a subsidiary of Health Care Service Corporation, in making its determination as tothe ordinary course of business, of which Mr. Smith is the President, CEO, and Vice Chair. The Board concluded that the relationship was not material and did not affect the independence of the Directors.Mr. Smith.

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. In 2022,2023, the Board evaluated and decided that a combined leadership role would continue to best serve the Company and its shareholders. The Board believes that Jeffrey A. Miller, our Chairman, President and Chief Executive Officer, 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. MaloneIn the Board’s consideration of the appropriate leadership structure, independence and objectivity is oura primary area of focus, and is supported by the appointment of a Lead Independent Director. The Lead Independent Director’sDirector whose role and responsibilities are set forth in the Lead Independent Director Charter adopted by the Board. TheseRobert A. Malone is our Lead Independent Director. The Lead Independent Director’s responsibilities include the following:

	liaises between the independent Directors and the Chairman			participates in shareholder engagement
	approves agendas for Board meetings and ensures theagendas 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 sentto the Board and approves schedules for meetings of the Board
	presides over meetings and executive sessions of theindependent Directors			authorizes the retention of outside advisors and consultantswho report directly to the Board
	leads the Board’s annual evaluation of the Chief ExecutiveOfficer			schedules meetings of the independent Directors asappropriate
	participates in efforts to identify and recruit candidates forBoard membership

Our Lead Independent Director Charter is available on our website at www.halliburton.com.

Board and Committee Oversight

Environmental, Social,Governance and GovernanceSustainability Oversight

The Halliburton Board of Directors Nominating and Corporate Governance Committee conducts general oversight of ESG matters at Halliburton.for governance and sustainability. However, each Board committee is responsible for different aspects of ESGoversight (as outlined in each committee’s charter). In 2022, the Board increased its ESG oversight by dedicating more time to these matters in committee and full Board meetings, and in engagements with Halliburton’s shareholders.

By regularly engaging with shareholders and other outside experts, the Board can more effectively prioritize relevant governance and sustainability matters in the Company’s overall corporate strategy. At least twice annually, the Board engages with shareholders to hear their perspectives and feedback. The Board also prioritizes these matters at each meeting through set agenda items. Shareholders have endorsed this oversight structure and other governance enhancements.

The following chart details the primary oversight responsibilities held by each of the Halliburton Board’sHalliburton’s Board committees:

Board of Directors
Nominating and Corporate Governance Committee		Audit Committee		Health, Safety and Environment Committee		Compensation Committee
•  Overall sustainability •  Corporate Governance Guidelines •  Director self-evaluation process and performance reviews •  Board refreshment •  Board’s mix of skills, characteristics, experience, and expertise •  Director compensation •  Management succession planning •  Political and lobbying spending		•  Principal independent public accountants •  Internal Assurance Services and the Ethics and Compliance group •  Financial statements and accounting systems and controls •  Enterprise risk, including information security and cybersecurity* •  Control structure for externally reported non-financial metrics		•  HSE matters and sustainability •  HSE risk-management processes •  HSE performance •  Environmental impact, including climate matters		•  Overall executive compensation program •  Effectiveness of compensation program to attract, retain, and motivate Section 16 officers •  Pay and incentive plans metrics, including Non-Financial Strategic Metrics

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, review, and approval of political expenditures,engagements such as Halliburton’s lobbying activities, payments to trade associations, and lobbying activity. In 2022, we published a comprehensive report (political expenditures, as provided by the Halliburton Policies for Political Engagement) on our annual, which also provides a comprehensive overview of the political activity.activity we engaged in this year. The report is available on our website at www.halliburton.com.

Notable highlights from this report include:

In 2022,2023, Halliburton scored a 93 on the CPA-Zicklin Index with a raw score of 65 points. Halliburton’sA score is high enough (90of 90 or above) thatabove indicates robust disclosure and oversight and classifies a company as a Trendsetter, a status Halliburton obtained in 2022 and maintained in 2023. We are the Company is nowonly oilfield services company currently classified as a “Trendsetter” which, in CPA-Zicklin Index terms, indicates robust Company disclosure and oversight.Trendsetter.

Enterprise Risk Management

We have implemented anOur Enterprise Risk Management (ERM) program to identifyidentifies and analyzeanalyzes 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; financial controls; Internal Assurance Services audits of our internal controls and health, safety, environment, and sustainability; the activities of the Ethics and Compliance group of the Law Department; and our 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, the likelihood of occurrence, and mitigation preparedness.

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 assignedhave responsibility for the various risk categories. The Board has delegated to its Committees the responsibility to monitor certain risks and receive regular updates on those risks.

Cybersecurity

Global attacks on corporate ITInformation Technology and Operational Technology are increasingly frequent and sophisticated. Halliburton takes every threat to cybersecurity seriously. We invest significant resources in protecting Company systems and data, and do so in alignment with industry standards, including the International Organization for Standardization (ISO) 27001, the National Institute of Standards and Technology (NIST) Cyber Security Framework, NIST 800-53, NIST 800-82, and International ElectrochemicalElectrotechnical Commission (IEC) 62443. The Company’s

Halliburton’s Board of Directors wasreceives an early adopter among companies to call for an every-meeting update on cybersecurity. They receivecybersecurity during each of its quarterly meetings. This update includes metrics on the effectiveness of technical and human security controls, cybersecurity updates,training program compliance, internal and ourthird-party cybersecurity incidents, and cybersecurity risks. In addition, the Audit Committee receives ana detailed update annually which includes in-depth annual review.updates on Halliburton’s cybersecurity program and strategy including cybersecurity risks.

Energy Demand and Climate InitiativesFocus on Emissions Reduction

In 2022,2023, we continued to invest in innovations and initiatives that support progress toward our 2035 emissions reduction target. We expect total emissions to fluctuate in the Companynear term as market dynamics, our hydraulic fracturing equipment mix, and operational efficiencies affect our customers worked on furthering the energy mix transition to a loweremissions. Hydraulic fracturing accounts for about 80% of our carbon future. While worldwidefootprint, and strong demand for oil and natural gas remains strong, the energy mix transition is an issue of global importance. With guidance from the Board of Directors, the Company made progress onsupply drove demand for our goal to reduceservices, which resulted in a 15% increase in our absolute Scope 1 and 2 emissions by 40% by 2035 fromyear over year. However, our baseline year of 2018. Halliburton executed on opportunitiesoverall emissions intensity dropped 13% compared to reduce emissions and is2018, which suggests we are on track to meet reduction targets.our target, while also continuing to grow long-term value for shareholders.

Given the continued expansion of our electric fracturing fleet, our Scope 2 emissions went from 11% of our total reported emissions in 2022 to 20% in 2023. We expect this shift to continue as more of our diesel-powered equipment is replaced by electric units over time. Continued electrification will open new avenues for emissions reduction given power source optionality.

Non-Financial Strategic Metrics and Incentive Plans

As a result of our Listenlisten and Respondrespond shareholder outreach effort, and with the endorsement of our shareholders, the Compensation Committee decided, effective January 1, 2022, to include Non-Financial Strategic Metrics focused oncovering greenhouse gas (GHG) emissions and DE&Idiversity and inclusion — two of our main areas of focus — in our annual incentive plan. Non-Financial Strategic Metrics comprise 20% of the total award, with achievement of specific financial goals comprising 80% of the total award. More information on these Non-Financial Strategic Metrics is provided beginning on page 54.53.

Members of the Committees of Our Board of Directors

Name		Audit Committee		Compensation Committee		Health, Safety and Environment Committee		Nominating and Corporate Governance Committee
Abdulaziz F. Al Khayyal
William E. Albrecht
M. Katherine Banks
Alan M. Bennett
Milton Carroll
Earl M. Cummings
Murry S. Gerber
Robert A. Malone
Jeffrey A. Miller
Bhavesh V. Patel
Maurice S. Smith
Janet L. Weiss
Tobi M. Edwards Young
Tobi M. Edwards Young
Milton Carroll*

Chair

Member

  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.

Board Attendance

During 2022,2023, the Board held 65 meetings and met in executive session of the independent Directors, without management present, on 4 occasions. Committee meetings were held as follows:

All members of the Board attended at least 87%92% of the total number of meetings of the Board and the Committees on which he or she served during the last fiscal year.year, with the exception of Mr. Carroll who attended approximately 69% of the total number of meetings for the Board and Committees on which he served. Mr. Carroll notified the Board on February 13, 2024, of his intent to not stand for re-election at the 2024 Annual Meeting of Shareholders.

All of our Directors attended the 20222023 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 four-part evaluation process to evaluate Board effectiveness and aid in succession planning.

Shareholder Nominations of Directors

Our By-laws provide that shareholders may nominate persons for election to the Board at a meeting of shareholders.

Shareholder nominations require written notice to the Corporate Secretary at the address of our principal executive office set forth on page 87 of this proxy statement, and for the 2025 Annual Meeting of Shareholders, in 2024, must be received not less than 90 days nor more than 120 days prior to the anniversary date of the 20232024 Annual Meeting of Shareholders, or no later than February 17, 2024,14, 2025, and no earlier than January 18, 2024.15, 2025. 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.

Our 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.

Qualifications of Directors

Candidates nominated for election or re-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 ourthe Company’s specific needs and the needs of our Board at the time.

Board Refreshment

The Board of Directors is responsible for filling Board vacancies when they occur, and for making sure regular Board refreshment occurs. The Company’s Corporate Governance Guidelines stipulate that each non-management Director shall retire from the Board immediately prior to the annual shareholder meeting that follows their 75^th birthday.

The Board has delegated to the Nominating and Corporate Governance Committee the duty to select and recommend new candidates for approval. When called upon to fill a vacancy, this Committee considers all recommended candidates, and may retain an independent executive search firm to assist with candidate selection and review.

The Nominating and Corporate Governance Committee conducts an annual review of the overall composition of the Board to determine whether the current non-management Directors collectively represent an appropriate mix of experience, diversity, and expertise. Determination of expertise includes consideration of the following (among other factors): experience in a leadership role in a public or private company, including C-suite experience; experience with oil and natural gas, energy, manufacturing, engineering, or technology; experience in matters relating to health, safety, and environment; or other sustainability experience.

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. Weiss and Mr. Smith were each identified as a potential Director candidate by non-management Directors. A shareholder who wishes to recommend a candidate should notify our Corporate Secretary.

This process resulted inIn anticipation of upcoming mandatory director age retirements, our Board refreshment journey includes the enhancement of our Board over the last several years with the addition of four female Directors, one of whom is ethnically diverse, and three ethnically diverse male Directors. Ms. Weiss and Mr. Smith joined the Board in 2023. Ms. Weiss contributes substantial global, multinational experience in the oil and natural gas industry. As a CEO, Mr. Smith brings deep expertise in setting and executing long-term corporate strategy, identifying and implementing important growth initiatives, and overseeing financial operations and activities. Ms. Young and Mr. Cummings joined the Board in 2022. Ms. Young contributes technology, governance, policy making,policy-making, and regulatory experience.experience, and recently became the Chair of the Nominating and Corporate Governance Committee upon Mr. Carroll’s announcement that he would not stand for re-election. 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

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 former President of a major research university. Ms. Hemingway Hall decided not to stand for re-election to the Board last year,in 2022, due solely to a personal decision related to health and travel issues associated with the COVID-19 pandemic and endemic.

Shareholder Engagement

Halliburton’s Board values continuous improvement. We prioritize regular engagement with our shareholders through ongoing, open dialogue that helps us gather valuable feedback and ensures we are aware of investor viewpoints.

To that end, in 2022,2023, independent Board members offeredparticipated in off-season investor meetings to better understand shareholder priorities and concerns prior to the proxy voting season. We offered to engage with our largest shareholders, as well as several others who had contacted Halliburton. This engagement included offering and participating in in-person sessions. Board members and management conducted meetingsoffered engagement opportunities to holders of approximately 60% of our shares and management communicated with 20 shareholders representing approximately 50%55% of our shares, and with the two largest proxy advisors, Institutional Shareholder Services Inc. (ISS)ISS and Glass Lewis. These included video conferences and in-person meetings that included engagements with Murry S. Gerber (Chair of the Compensation Committee) or Robert A. Malone (Lead Independent Director) and Halliburton senior management.

The Company distributed our refreshed shareholder presentation to all of our largest shareholders and others who contacted Halliburton, even if they were unable to participate in a meeting or video call, and offered to follow up with them. 2022Our 2023 updates to these materials highlighted the most recent available information about our Boardwith regard to topics like board oversight and corporate governance;engagement; executive compensation program;compensation; our people; health, safety, and environment (HSE) performancethe environment; and strategies; diversity, equity, and inclusion (DE&I) performance and strategies; and our approach to thesustainable energy mix transition. After receiving these new materials, additional shareholders accepted the offer to meet.solutions.

In addition to providing an off-season investor engagement program, we solicited shareholder feedback coincident with annual and quarterly reporting, earnings conference calls, and investor meetings. Halliburton’s senior management and Investor Relations team held regular meetings and conference calls with analysts, institutional investors, and ESGenvironment, social, and governance rating firms, among others. In 2022,2023, Halliburton participated in 1316 sell-side conferences, threeone non-deal roadshows,roadshow, and 313304 investor meetings that were all part of the Company’s ongoing cadence of shareholder outreach.

Our senior management and Directors presented shareholder feedback to the full Board of Directors for discussion. As a result of these engagementsdiscussion and Board consideration of investor feedback, we made enhancements to our Board governance and executive compensation program.consideration.

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 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 Code of Business Conduct Halliburton Company P.O. Box 2625 Houston, TX 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 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. 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 at www.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’s operations, performance, and technology, and the cycles of the industry. A summary of the qualificationsQualifications and experienceexperiences of our non-management Directors isare provided under Information about Nominees for Director.

AFTER CONSULTATION WITH THE NOMINATING AND CORPORATE GOVERNANCE COMMITTEE, THE BOARD OF DIRECTORS RECOMMENDS A VOTE FORTHE ELECTION OF EACH OF THE DIRECTOR NOMINEES LISTED UNDER INFORMATION ABOUT NOMINEES FOR DIRECTOR.

The thirteentwelve 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

2022

2012

2009

2021

2023

2023

2022

INDEPENDENCE AND EXPERIENCE

Independence

Board or Board Committee Leadership

Public Company Experience

Private Company Experience

Not-for-Profit Experience

Government Experience

Academia

Community Leadership/Philanthropic

DECISION-MAKING OR OTHER SUBSTANTIAL EXPERIENCE

Energy Industry Including Oil and Gas

A

A

A

A

A

A

A

A

A

B

A

Accounting/Finance

B

A

A

A

A

A

A

A

A

A

A

Innovation and Entrepreneurship

A

A

A

A

A

A

A

A

A

A

A

Information Technology and Cybersecurity

B

B

A

A

A

A

A

B

A

A

Science, Technology, and Engineering

A

A

A

B

A

A

A

A

A

A

Legal/Compliance

B

A

A

A

A

A

A

A

A

A

A

Mergers & Acquisitions

A

A

B

A

A

A

A

A

A

A

A

A

Human Resources and Compensation

A

A

A

A

B

A

A

A

A

A

A

A

Strategic Planning and Risk Oversight

A

A

A

A

B

A

A

A

A

A

A

A

International Business

A

A

B

A

B

A

A

A

B

B

A

Health, Safety, and Environment and Sustainability

A

A

A

B

A

A

A

A

B

A

A

Manufacturing, Supply Chain, and Operations

A

A

A

B

A

B

A

A

A

A

A

Public Policy

B

A

A

B

A

A

A

A

B

A

A

A

Corporate Governance

A

A

A

A

A

A

A

A

A

A

A

A

LEGEND

A

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

B

Other substantial experience

DEMOGRAPHICS

Race/Ethnicity

Black/African American

Indian/South Asian

White/Caucasian

Middle Eastern

Native American

Gender

Male

Female

TENURE
Year Elected	2014	2016	2019	2006	2022	2012	2009	2021	2023	2023	2022
INDEPENDENCE AND EXPERIENCE
Independence	●	●	●	●	●	●	●	●	●	●	●
Board or Board Committee Leadership	●	●	●	●	●	●	●	●	●	●	●
Public Company Experience	●	●	●	●	●	●	●	●	●	●	●
Private Company Experience	●	●	●		●	●	●	●	●		●
Not-for-Profit Experience	●	●	●	●	●	●	●	●	●	●	●
Government Experience			●		●		●		●	●	●
Academia			●	●	●			●	●	●	●
Community Leadership/Philanthropic	●	●	●	●	●	●	●	●	●	●	●
DECISION-MAKING OR OTHER SUBSTANTIAL EXPERIENCE
Energy Industry Including Oil and Natural Gas	A	A	A	A	A	A	A	A	B	A
Accounting/Finance	B	A	A	A	A	A	A	A	A	A	A
Innovation and Entrepreneurship	A	A	A	A	A	A	A	A	A	A
Information Technology and Cybersecurity	B	A	A	B	A	A	A	A	B	A	A
Science, Technology, and Engineering	A	A	A	B	A	A	A	A	B	A	A
Legal/Compliance	B	A	A	A	A	A	A	A	A	A	A
Mergers & Acquisitions	A	A	B	A	A	A	A	A	A	A	A
Human Resources and Compensation	A	A	A	A	A	A	A	A	A	A	A
Strategic Planning and Risk Oversight	A	A	A	A	A	A	A	A	A	A	A
International Business	A	A	B	A		A	A	A	B	B	A
Health, Safety, and Environment and Sustainability	A	A	A	B	A	A	A	A	B	A	A
Manufacturing, Supply Chain, and Operations	A	A	A	B	B	A	A	A	A	A	A
Public Policy	B	A	A	A	A	A	A	B	A	A	A
Corporate Governance	A	A	A	A	A	A	A	A	A	A	A
LEGEND
A    Policy- making experience in business, government, education, or technology
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 Former Director and Senior Vice President of Industrial Relations, Saudi Aramco   INDEPENDENT   Age: 6970 Director Since: 2014   Halliburton Committees •  Audit •  Health, Safety and Environment •  Nominating and Corporate Governance		Current Public Company Directorships •  Marathon Petroleum Corporation (since 2016)   Former Public Company Directorships (within last five years): •  None   Other Directorships and Memberships •  Director, National Gas & Industrialization Company •  Member, Board of Directors for the International Youth Foundation

Mr. Al Khayyal has exceptional knowledge of the energy industry, including significant international experience, a thorough understanding of the geopolitics of the oil and natural gas business, and executive experience with the world’s largest producer of crude oil. Mr. Al Khayyal retired from a senior leadership role at Saudi Aramco in 2014 after more than three decades of service.

Skills and qualifications

Energy Industry, International Business, Strategic Planning: Mr. Al Khayyal is the retired director and Senior Vice President of Industrial Relations of Saudi Aramco. He held multiple senior roles of increasing responsibility during his career at Saudi Aramco, spanning from 1981 to 2014, including Senior Vice President, Refining, Marketing and International, and Vice President, Corporate Planning. He worked across many facets of the company, including leadership roles in sales and marketing, human resources, corporate planning, and international operations. Mr. Al Khayyal had responsibility or worked for assets and facilities around the globe, including in Saudi Arabia and the Middle East, the United States, South Korea, and the Philippines.

Technology/Engineering: Mr. Al Khayyal served in several engineering assignments early in his Saudi Aramco career and worked in several midstream and downstream positions. In addition to his 33-year career at Saudi Aramco, Mr. Al Khayyal attended University of California, Irvine, where he received his bachelor’sBachelor of Science degree in mechanical engineering and an MBA.

Health, Safety & Environment and Sustainability: Mr. Al Khayyal held a wide range of managerial positions in oil and natural gas operations and maintenance, including as Saudi Aramco’s Senior Vice President, International Operations. While in this role, he oversaw the daily operations including environmental, safety, and security concerns for 50,000 employees across the Saudi Aramco organization. This extensive, directly applicable industry expertise brings important context and perspectives to the work of our Health, Safety and Environment Committee.

Human Resources/Compensation: As Director of Personnel and later VP of Human Resources for three years at Saudi Aramco, Mr. Al Khayyal was responsible for recruitment, hiring, training, benefits and compensation practices, and policies and procedures across its global workforce. He led the initiative to form a medical joint venture with Johns Hopkins to manage healthcare needs for Saudi Aramco’s 350,000 employees and dependents.

Legal/Regulatory/Public Policy: Mr. Al Khayyal currently serves as a board member for Marathon Petroleum and is Vice Chair of the Sustainability and Public Policy Committee. As Senior Vice President of Industrial Relations, he had direct oversight forof Saudi Aramco’s global government relations efforts.

			William E. Albrecht President, Moncrief Energy, LLC   INDEPENDENT   Age: 7172 Director Since: 2016   Halliburton Committees •  Health, Safety and Environment (Chair) •  Compensation		Current Public Company Directorships •  Chairman of the Board, Vital Energy (formerly Laredo Petroleum Inc.) (since 2020)   Former Public Company Directorships (within last five years): •  Chairman of the Board, Rowan Companies (2015–2019)(2015-2019) •  Chairman of the Board, California Resources Corporation (2014-2020) •  Lead Independent Director, Valaris Inc. (2019-2021)   Other Directorships and Memberships •  Director, Terra Energy Partners •  Director Certified, National Association of Corporate Directors •  Board Leadership Fellow, National Association of Corporate Directors

Mr. Albrecht has extensive experience in the oil and natural gas industry and executive experience with a public oil and natural gas exploration and production company and an international offshore drilling company. As the President of an independent oil and natural gas company, he has deep knowledge of the current dynamics in the U.S. oil and natural gas industry. Additionally, Mr. Albrecht’s expertise in the field of engineering gives him technical understanding of Halliburton’s products, services, and customers.

Skills and qualifications

Energy Industry, International Business, Strategic Planning: Mr. Albrecht has spent more than 40 years in leadership positions in the domestic oil and natural gas industry. Since 2021, he has been the President of Moncrief Energy. Previously, Mr. Albrecht was Chairman of the Board of California Resources Corporation (CRC), an independent oil and natural gas company. He worked as Vice President at Occidental Petroleum and as President of Oxy Oil & Gas, Americas. At Oxy, Mr. Albrecht had managerial oversight of its upstream assets. Prior to Oxy, Mr. Albrecht was an executive officer for domestic energy producer EOG Resources and a petroleum engineer for Tenneco Oil Company. Mr. Albrecht holds a Master of Science degree in systems management from the University of Southern California and a Bachelor of Science degree in engineering from the United States Military Academy.

Accounting/Finance: Over multiple decades in oil and natural gas industry leadership roles, Mr. Albrecht has led development and acquisition efforts at companies including Kelley Oil & Gas Corp., Contour Energy, EOG Resources, and Occidental Petroleum. His responsibilities have included oversight and active engagement in accounting and finance matters at each assignment.

Health, Safety & Environment and Sustainability: As a petroleum engineer for Tenneco Oil Company, Mr. Albrecht had hands-on experience in the health, safety, environmental, and sustainability efforts of Tenneco and knows what it takes to maintain a safe and sustainable workplace. As President of Oxy Oil and Gas USA and later President of Oxy Oil and Gas Americas, Mr. Albrecht provided leadership and oversight on Oxy HSE performance and continuous improvement efforts.

Mergers & Acquisitions: Mr. Albrecht oversees strategy at Moncrief Energy. At EOG Resources, he served as Vice President of Acquisitions and Engineering, where he had responsibility for acquisitions, divestitures, and the annual SEC year-end reserves report. As Chairman of the Board of Rowan Companies, Mr. Albrecht oversaw the 2018 merger of Rowan and Ensco. As Chairman of the Board at CRC, he oversaw asset acquisitions such as the 2018 Elk Hills oil field purchase from Chevron.

Human Resources/Compensation:As Chairman of the Board of CRC and as President of Moncrief Energy, Mr. Albrecht gained significant industry experience regarding compensation and HR matters, such as recruitment and hiring, benefits, and training.

			M. Katherine Banks Former President, Texas A&M University   INDEPENDENT   Age: 6364 Director Since: 2019   Halliburton Committees •  Audit •  Health, Safety and Environment •  Nominating and Corporate Governance		Current Public Company Directorships •  NonePeabody Energy (since 2023)   Former Public Company Directorships (within last five years): •  None   Other Directorships and Memberships •  Elected Fellow of the American Society of Engineers •  National Academy of Engineering •  Board member, Triad National Security

Dr. Banks has significant experience in engineering, technology, and academia, and she brings unique expertise in scientific lab management, safety, and nuclear security. Since 2021,Before retiring in 2023, Dr. Banks has served as President of Texas A&M University. She also servesserved as Vice Chancellor of National Laboratories and National Security Strategic Initiatives for the Texas A&M University System, where she providesprovided oversight of the Los Alamos National Laboratory contract and the George H.W. Bush Combat Development Complex at the RELLIS campus.

Skills and qualifications

Strategic Planning:Dr. Banks has over 30 years of experience in academia and currently servesserved as President of Texas A&M University, one of the largest U.S. universities with more than 72,000 students and 10,000 faculty and staff members. Prior to becoming President, she served as the Dean of the College of Engineering for nine years at Texas A&M and Head of the School of Civil Engineering at Purdue University. As governments and industries consider alternative forms of energy and as service companies consider additional products and services for emerging and alternative energy sources, Dr. Banks’ experience with engineering, technology, and nuclear security provides strategic insight into future opportunities.

Technology/Engineering, Energy Industry: Dr. Banks’ technical training includes a bachelor’sBachelor of Science degree in environmental engineering from the University of Florida, a master’sMaster of Science degree in environmental engineering from the University of North Carolina, and a doctoralDoctoral degree in civil and environmental engineering from Duke University. She has held numerous leadership positions in engineering schools, including serving as Vice Chancellor of Engineering and Dean of Texas A&M’s College of Engineering. Dr. Banks is an Elected Fellow of the American Society of Civil Engineers and was elected to the National Academy of Engineering. In addition to her leadership positions and national recognition in the field of engineering, she received Oil and Gas Investor’s 25 Influential Women in Energy Pinnacle Award in 2021.

Human Resources and Compensation:Given Halliburton’s focus on developing talent, Dr. Banks’ knowledge of the American academic system is highly valuable to the Board’s discussions of talent recruitment, retention, and development.

Health, Safety & Environment and Sustainability: At Texas A&M, Dr. Banks helped establish the EnMed program, an innovative engineering medical school option created by Texas A&M University and Houston Methodist Hospital, designed to educate a new kind of physician who will create transformational technology for health care. Dr. Banks’ previous oversight of Texas A&M’s Sustainability Master Plan provides unique perspectives and knowledge to the Board’s work to oversee ESGenvironment, social, and governance strategy at Halliburton.

Public Policy: Dr. Banks’ leadership positions includeincluded serving as Vice Chancellor of National Laboratories and National Security Strategic Initiatives. In these capacities she has had significant engagement on matters of public policy.

			Alan M. Bennett Former President and Chief Executive Officer, H&R Block, Inc.   INDEPENDENT   Age: 7273 Director Since: 2006   Halliburton Committees •  Audit (Chair) •  Nominating and Corporate Governance		Current Public Company Directorships •  Fluor Corporation (since 2011) •  TJX Companies, Inc. (since 2007)   Former Public Company Directorships (within last five years): •  None Other Directorships and Memberships •  None

Mr. Bennett has broad business and financial expertise, from internal audit to corporate controller to chief financial officer of a large, public company. He is a certified public accountant and also has chief executive officer experience. Mr. Bennett has deep experience overseeing strategic decisions related to mergers and acquisitions, which gives him valuable perspectives in Board discussions of strategy and capital allocation. He brings a keen understanding of the customer perspective and how to create results-driven marketing campaigns.

Skills and qualifications

Accounting/Finance, Strategic Planning, Mergers & Acquisitions: Mr. Bennett is a certified public accountant who retired in 2011 as President and CEO of H&R Block, a tax, banking, and financial service provider, and he has intimate knowledge of financial matters. Prior to this role, he served as Senior Vice President and Chief Financial Officer at Aetna, a diversified healthcare benefits company, and was Vice President, Sales and Marketing, at Pirelli Armstrong Tire Company. His leadership roles at H&R Block, Aetna, and Pirelli Armstrong provide our Board with insights into strategic planning, audits, enterprise risk management, and mergers and acquisitions. Mr. Bennett earned his Bachelor of Science degree in accounting from Susquehanna University.

Legal/Regulatory/Public Policy: At Aetna, Mr. Bennett engaged frequently on critical regulatory and legal matters for a company that operates in a highly regulated industry. Mr. Bennett’s experience at Aetna required a deep understanding of public policy issues in the healthcare space. He brings deep knowledge of internal control processes for Sarbanes-Oxley Act compliance.

Technology:Through his leadership at H&R Block, Mr. Bennett understands the technology requirements needed to support a large workforce across multiple geographies. He approved and oversaw the rollout of major technology systems at H&R Block and Aetna.

Human Resources/Compensation:In his role as Chief Executive Officer of H&R Block, Mr. Bennett had responsibility for a global workforce that spanned more than 90,000 employees across the company’s operating footprint. He is intimately familiar with human resourcesHR issues such as hiring, benefits, retention, and training, having served as a leader at one of the largest U.S. health care providers, and he has direct experience overseeing management succession activities.

Corporate Governance:Mr. Bennett has served on the boards of five major USU.S. corporations in the past 20 years: Bausch & Lomb, H&R Block, TJX Companies, Fluor, and Halliburton. He uses this deep experience and knowledge base to support Board discussions of investor expectations and governance best practices as he chairs the Audit Committee and serves on the Nominating and Corporate Governance Committee.

			Milton CarrollEarl M. Cummings Former Executive Chairman of the Board, CenterPoint Energy, Inc.Managing Partner, MCM Houston Properties, LLC   INDEPENDENT   Age: 72 Director Since: 2006 Halliburton Committees •  Compensation •  Nominating and Corporate Governance (Chair)		Current Public Company Directorships •  Chairman of the Board, Health Care Service Corporation (since 2002) Former Public Company Directorships (within last five years): •  LyondellBasell Industries (2010-2016) •  Western Gas Holdings LLC, the general partner of Western Gas Partners (2008-2019) •  Western Midstream Partners, LP (February 2019-August 2019) •  CenterPoint Energy (1992-2021) Other Directorships and Memberships •  None

Mr. Carroll has more than 30 years of public company board experience, corporate governance expertise, and deep knowledge of the oilfield services industry. Mr. Carroll retired from CenterPoint Energy in 2021, after serving as the company’s Chairman of the Board for 19 years. Since 2002 he has served as Chairman of the Board of Health Care Service Corporation, a health benefits company. Mr. Carroll’s leadership experience at large multinational companies, as well as his public company board experience, contribute greatly to our Board’s oversight of business strategy and operations.

Skills and qualifications

Energy Industry:Mr. Carroll has vast knowledge of the energy and power industries. He retired as Executive Chairman of the Board at CenterPoint Energy, a major domestic utility company that handles the transmission and distribution of power and natural gas to more than 5 million customers, after nearly 30 years of service as a director and executive of the company, its predecessors, and affiliates. Earlier in his career, Mr. Carroll founded Instrument Products, a company that manufactured oilfield equipment.

Mergers & Acquisitions:Mr. Carroll has worked on a number of high-profile M&A matters during his career, from his time as the founder of a manufacturing company supplying oilfield equipment to his work as Chairman at CenterPoint and as a LyondellBasell board member. He chaired the Special Committee of Western Gas Holdings, which oversaw several acquisitions, mergers, and special transactions.

Human Resources/Compensation:Mr. Carroll’s extensive experience as a board member at Health Care Services Corporation, CenterPoint Energy, LyondellBasell, and Western Gas Holdings provides valuable insight as our Board addresses HR, compensation, benefits, and retention issues. He chaired the Compensation Committee while serving as a board member at LyondellBasell.

Corporate Governance:Mr. Carroll’s public company board leadership experience brings breadth and depth to inform Halliburton’s corporate governance and shareholder engagement practices, and it underscores his effectiveness in the role of Nominating and Corporate Governance Committee Chair.

Legal/Regulatory/Public Policy:Mr. Carroll is intimately familiar with the legal and regulatory issues facing a publicly traded energy company. During Mr. Carroll’s tenure at CenterPoint Energy, he helped the company through the complexities of the Texas electrical market deregulation.

			Earl M. Cummings Managing Partner, MCM Houston Properties LLC INDEPENDENT Age: 5859 Director Since: 2022   Halliburton Committees •  AuditCompensation •  CompensationHealth, Safety and Environment		Current Public Company Directorships •  Independent Chair of the Board, CenterPoint Energy (since 2020)2023) •  CenterPoint Energy (2020-2023)   Former Public Company Directorships (within last five years): •  None   Other Directorships and Memberships •  Texas Southern University, Jesse H. Jones School of Business Advisory Council Member •  Texas Children’s Hospital, Operations & Planning Committee •  University of Houston Energy Advisory Board, Strategic Planning Committee

Mr. Cummings has significant technical expertise, leadership in information technology solutions, experience with federal and state government issues, and deep entrepreneurship credentials needed for innovation in an evolving energy economy. In addition, Mr. Cummings brings valuable expertise in business strategy, capital markets, and mergers and acquisitions. Since 2013, Mr. Cummings has been the Managing Partner of MCM Houston Properties, a real estate fund that purchases, restores, and rents single-family residential properties in the Houston area.

Skills and qualifications