Ovintiv Inc. Files Definitive Proxy Statement for Annual Meeting

Ticker: OVV · Form: DEF 14A · Filed: Mar 21, 2024 · CIK: 1792580

Ovintiv Inc. DEF 14A Filing Summary
FieldDetail
CompanyOvintiv Inc. (OVV)
Form TypeDEF 14A
Filed DateMar 21, 2024
Risk Level
Pages14
Reading Time17 min
Key Dollar Amounts$2 billion, $1.2 billion, $730 million, $4.2 billion
Sentimentneutral

Sentiment: neutral

Topics: DEF 14A, Proxy Statement, Executive Compensation, Corporate Governance, Ovintiv Inc.

TL;DR

<b>Ovintiv Inc. has filed its Definitive Proxy Statement detailing executive compensation and corporate governance for the fiscal year 2023.</b>

AI Summary

Ovintiv Inc. (OVV) filed a Proxy Statement (DEF 14A) with the SEC on March 21, 2024. Ovintiv Inc. filed its Definitive Proxy Statement (DEF 14A) on March 21, 2024. The filing covers the fiscal year ending December 31, 2023. Key executive compensation data and adjustments for equity awards are detailed. The company is incorporated in Delaware and headquartered in Denver, CO. The filing pertains to the 1934 Securities Exchange Act.

Why It Matters

For investors and stakeholders tracking Ovintiv Inc., this filing contains several important signals. This filing provides shareholders with crucial information regarding executive compensation, including salary, bonuses, and equity awards, enabling informed voting decisions on related proposals. The DEF 14A outlines the company's governance practices and executive remuneration, which can impact investor confidence and the company's stock performance.

Risk Assessment

Risk Level: — Ovintiv Inc. shows moderate risk based on this filing. The filing is a routine DEF 14A, but the complexity of executive compensation and potential shareholder votes on these matters introduce a medium level of risk.

Analyst Insight

Review the executive compensation details and any shareholder proposals to make informed voting decisions.

Key Numbers

  • 2023-12-31 — Fiscal Year End (Reporting period for the filing)
  • 2024-03-21 — Filing Date (Date the DEF 14A was submitted)
  • 2024-05-02 — Period of Report (The period the filing is as of)

Key Players & Entities

  • Ovintiv Inc. (company) — Filer of the document
  • DEF 14A (document) — Form type filed
  • 2024-03-21 (date) — Filing date
  • 2024-05-02 (date) — Period of report
  • Denver, CO (location) — Business address
  • Brendan McCracken (person) — Mentioned in relation to executive compensation data

FAQ

When did Ovintiv Inc. file this DEF 14A?

Ovintiv Inc. filed this Proxy Statement (DEF 14A) with the SEC on March 21, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by Ovintiv Inc. (OVV).

Where can I read the original DEF 14A filing from Ovintiv Inc.?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by Ovintiv Inc..

What are the key takeaways from Ovintiv Inc.'s DEF 14A?

Ovintiv Inc. filed this DEF 14A on March 21, 2024. Key takeaways: Ovintiv Inc. filed its Definitive Proxy Statement (DEF 14A) on March 21, 2024.. The filing covers the fiscal year ending December 31, 2023.. Key executive compensation data and adjustments for equity awards are detailed..

Is Ovintiv Inc. a risky investment based on this filing?

Based on this DEF 14A, Ovintiv Inc. presents a moderate-risk profile. The filing is a routine DEF 14A, but the complexity of executive compensation and potential shareholder votes on these matters introduce a medium level of risk.

What should investors do after reading Ovintiv Inc.'s DEF 14A?

Review the executive compensation details and any shareholder proposals to make informed voting decisions. The overall sentiment from this filing is neutral.

How does Ovintiv Inc. compare to its industry peers?

Ovintiv Inc. operates in the Crude Petroleum & Natural Gas industry.

Are there regulatory concerns for Ovintiv Inc.?

The filing is made under the Securities Exchange Act of 1934, which governs the reporting requirements for public companies.

Industry Context

Ovintiv Inc. operates in the Crude Petroleum & Natural Gas industry.

Regulatory Implications

The filing is made under the Securities Exchange Act of 1934, which governs the reporting requirements for public companies.

What Investors Should Do

  1. Review the detailed executive compensation packages for key personnel.
  2. Analyze any shareholder proposals and the company's recommendations.
  3. Understand the voting procedures and deadlines for the upcoming annual meeting.

Year-Over-Year Comparison

This is a DEF 14A filing, which is a standard disclosure document for annual meetings and executive compensation, rather than a report on financial performance changes from a prior period.

Filing Stats: 4,333 words · 17 min read · ~14 pages · Grade level 15 · Accepted 2024-03-21 15:02:58

Key Financial Figures

  • $2 billion — eam generated net earnings of more than $2 billion and Free Cash Flow of approximately $1.
  • $1.2 billion — ion and Free Cash Flow of approximately $1.2 billion. We returned more than $730 million dir
  • $730 million — ely $1.2 billion. We returned more than $730 million directly to our shareholders through ba
  • $4.2 billion — n and cost controls drove approximately $4.2 billion cash from operating activities and $1.2

Filing Documents

Election of Directors

ITEM 1. Election of Directors 12 How We Build an Effective Board 12 Board Skills Matrix 13 Director Nominees 14 How the Board Operates 25 Board Committees 28 How We Maintain an Effective Board 31 Human Capital Management 33 Policies and Standards 35 Our Director Compensation Program 37 Securities Ownership 40

Executive Compensation

Executive Compensation 43

Advisory Vote To Approve Compensation of Named Executive Officers

ITEM 2. Advisory Vote To Approve Compensation of Named Executive Officers 43 Compensation Key Principles 44 Named Executive Officer Pay Mix 45 Components of Our Executive Compensation Program 45 2023 Compensation Program 46 Compensation Governance 51

Executive Compensation Tables

Executive Compensation Tables 54 Pay v. Performance 63 Audit Matters 64

Ratify PricewaterhouseCoopers LLP as Independent Auditors

ITEM 3. Ratify PricewaterhouseCoopers LLP as Independent Auditors 64 Evaluation and Selection of Independent Auditors 64 Audit Fees and All Other Fees 64 Audit Committee Pre-Approval Policies and Procedures 65 Report of the Audit Committee 65 Regulatory Information SCHEDULE A – Advisory Regarding Non–GAAP Measures 66 SCHEDULE B – Pay v. Performance Table and Information 68 SCHEDULE C – Description of Key Terms – Omnibus Incentive Plan 72 SCHEDULE D – Description of Key Terms – Employee Stock Option Plan 76 Frequently Asked Questions 78 Additional Shareholder Information 82 Our products fuel the world— we make modern life possible. 2|2024 Proxy Statement Ovintiv Inc. NOTICE OF ANNUAL MEETING OF SHAREHOLDERS Time and Date 8:00 a.m. (Mountain Time) on May 2, 2024 Place Online at www.virtualshareholder meeting.com/ovv2024 Record Date March 5, 2024 The Notice of Internet Availability of Proxy Materials will be mailed to shareholders on or about March 21, 2024 Meeting Agenda Shareholders will be asked to vote on the following proposals at our 2024 Annual Meeting of Shareholders of Ovintiv (the "Meeting"): Item Board Recommendation 1 Election of Directors FOR each director nominee nominated herein 2 Advisory Vote to Approve Compensation of Named Executive Officers FOR 3 Ratify PricewaterhouseCoopers LLP as Independent Auditors FOR Record Date Shareholders at the close of business on the Record Date are entitled to receive notice of, and vote at, the Meeting and any adjournments or postponements thereof. As of the Record Date, there were 268,953,641 shares of Ovintiv common stock issued and outstanding. The Notice of Internet Availability of Proxy Materials is being mailed to shareholders on or about March 21, 2024. By Order of the Board, Meghan N. Eilers Executive Vice-President, General Counsel & Corporate Secretary Ovintiv Inc. March 21, 2024 Your Vote Is I

Election of Directors

Item 1. Election of Directors The Board of Ovintiv has nominated the following individuals for election as directors. As Mr. Mclntire is retiring as of May 1, 2024, and no new directors are standing for election, the size of the Board will be reduced from 12 to 11 effective as of the Meeting. Please refer to page 14 in this Proxy Statement for important information about the qualifications and experience of each of the following director nominees. Each director nominee has consented to being named in this Proxy Statement and has agreed to serve if elected. Peter A. Dea Age: 70 Colorado Independent Director Since 2010 Chairman Since 2020 Sippy Chhina Age: 57 Alberta Independent Director Since 2024 Committees: Audit and Reserves Meg A. Gentle Age: 49 Texas Independent Director Since 2020 Committees: Audit and HRC Ralph Izzo Age: 66 New Jersey Independent Director Since 2022 Committees: CRG and EH&S Howard J. Mayson Age: 71 Colorado Independent Director Since 2014 Committees: Reserves (Chair) and HRC Brendan M. McCracken Age: 48 Colorado Non-Independent Director Since 2021 Steven W. Nance Age: 67 Texas Independent Director Since 2019 Committees: EH&S (Chair) and Reserves Suzanne P. Nimocks Age: 64 Texas Independent Director Since 2010 Committees: CRG (Chair) and Audit George L. Pita Age: 62 Florida Independent Director Since 2021 Committees: Audit (Chair) and Reserves Thomas G. Ricks Age: 70 Texas Independent Director Since 2019 Committees: HRC (Chair) and CRG Brian G. Shaw Age: 70 Ontario Independent Director Since 2013 Committees: Audit and EH&S The Board recommends that you vote FOR the election of each of our eleven nominees to serve as directors of the Company until the earlier of (i) Ovintiv's 2025 Annual Meeting of Shareholders; (ii) in each case, their successor is duly elected and qualified; or (iii) in each case, their death, r

: Election of Directors: The Board recommends you vote FOR each director nominee

Item 1: Election of Directors: The Board recommends you vote FOR each director nominee Our Board has a breadth of experience and a wide range of complementary skills that reflects a diversity of perspectives and backgrounds relevant to our industry and strategy. We believe this diverse range of key skills and experiences provide effective oversight of the Company and create long-term sustainable growth for our Company through successful execution of the Company's strategic plan. Below presents a snapshot of the eleven nominees for election to the Board. TENURE Board Refreshment +2 Two new members have been added to the Board in the past two years, both of which are independent. The Board contains a mixture of both experienced directors and newer members. AGE DIVERSITY INDEPENDENCE How We Build an Effective Board While identifying potential Board members, the Corporate Responsibility and Governance ("CRG") Committee takes into consideration a variety of factors including age, gender, ethnicity, professional background, leadership, corporate governance experience, and past industry experiences. Other important considerations include leadership style, judgment and demonstrated strategic thinking. The CRG Committee balances these considerations against its ongoing assessment of our existing directors' skills, experiences, and characteristics. The CRG Committee and our Board recognize the value of bringing a diverse range of perspectives to the work of overseeing the risks and strategic direction of our Company and formally adopted a Diversity of Board Candidates Policy, which commits the CRG Committee to include female and racially or ethnically diverse candidates in each director search. The CRG Committee continually assesses the Board and the skill sets, experiences and characteristics represented by the directors to ensure alignment with the Company's strategic objectives and evolving needs and expectations. Our directors bring a broad range o

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