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 2)(page 1)

You can vote if you were a stockholdershareholder of record at the close of business on March 21, 2016.18, 2019.

How to Cast Your Vote (page 2)(page 1)

You can vote by any of the following methods: • Internet (www.envisionreports.com/HAL) until 1:00 a.m. Eastern Daylight Time on May 18, 2016;     • Telephone until 1:00 a.m. Eastern Daylight Time on May 18, 2016;   • 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 18, 2016; or15, 2019   • In person,   IN PERSON at the annual meeting: If you are a stockholdershareholder 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.   Auditors (page 19)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 askingrequesting our stockholdersshareholders to ratify the selection of KPMG LLP as our principal independent public accountants for 2016.the year ending December 31, 2019. Voting matters (pages 10, 19, 22)     HALLIBURTON  |  Board Vote2019 Page ReferenceProxy Statementiii   Recommendation (for more detail) Election of Directors FOR each Nominee 10 Ratification of the Selection of Auditors FOR 19 Advisory Approval of Executive Compensation FOR 22 Governance of the Company (page 3) Corporate Governance • Corporate Governance Guidelines and Committee Charters • Code of Business Conduct • Related Persons Transactions Policy The Board of Directors and Standing Committees of Directors • Board Attendance • Board Leadership • Lead Independent Director • Independent Committees • Board Risk Oversight • Stockholder Nominations of Directors • Qualifications of Directors • Process for the Selection of New Directors • Communication to the Board HALLIBURTON - 2016 Proxy Statement iv Back to Contents Board Nominees (page 10) Name   Age   Director since   Occupation   Independent (Yes/No)   Committee Memberships   Other Company Boards Abdulaziz F. Al Khayyal   62   2014   Retired Senior Vice   Yes   • Health, Safety and                   President, Industrial         Environment                   Relations, Saudi Aramco       • Nominating and Corporate Governance       Alan M. Bennett   65   2006   Retired President and CEO   Yes   • Audit (Chair)   • Fluor Corporation             of H & R Block       • Nominating and Corporate Governance   • TJX Companies, Inc. James R. Boyd   69   2006   Retired Chairman of the   Yes   • Audit                   Board of Arch Coal, Inc.       • Compensation (Chair)       Milton Carroll   65   2006   Executive Chairman of the Board of CenterPoint Energy, Inc.   Yes   • • Compensation Nominating and Corporate Governance   • • Western Gas Holdings, LLC LyondellBasell Industries Nance K. Dicciani   68   2009   Chair of the Board and   Yes   • Audit   • Praxair, Inc.             Interim Co-Principal Executive Officer of AgroFresh Solutions, Inc.       • Health, Safety and Environment   • LyondellBasell Industries Murry S. Gerber   63   2012   Retired Executive Chairman   Yes   • Audit   • BlackRock, Inc.             of the Board of EQT Corporation       • Compensation   • United States Steel Corporation José C. Grubisich   59   2013   Chief Executive Officer of   Yes   • Audit   • Vallourec S.A.             Eldorado Brasil Celulose       • Health, Safety and                             Environment       David J. Lesar (Chairman)   62   2000   Chairman of the Board and CEO of Halliburton   No             Robert A. Malone   64   2009   Executive Chairman, President and Chief Executive Officer of First Sonora Bancshares, Inc.   Yes   • • Compensation Health, Safety and Environment (Chair)   • • Peabody Energy Company Teledyne Technologies Incorporated J. Landis Martin (Lead Director)   70   1998   Founder of Platte River Equity   Yes   • • Health, Safety and Environment Nominating and Corporate   • Lead Director of Apartment Investment and Management Company                       Governance   • Chairman of Crown                             Castle International Corporation                           • Lead Director of Intrepid                             Potash, Inc. Jeffrey A. Miller   52   2014   President of Halliburton   No         • Atwood Oceanics, Inc. Debra L. Reed   59   2001   Chairman of the Board and   Yes   • Compensation   • Caterpillar             CEO of Sempra Energy       • Nominating and Corporate Governance (Chair)       Named Executive Officers (page 23) Name Age Occupation Since David J. Lesar 62 Chairman of the Board and Chief Executive Officer 2000 Christian A. Garcia 52 Senior Vice President, Finance and Acting Chief Financial Officer 2015 James S. Brown 61 President - Western Hemisphere 2008 Jeffrey A. Miller 52 President 2012 Joe D. Rainey 59 President - Eastern Hemisphere 2011 2015 Overview Voting Matters(For more detail please see Form 10-K.)pages 10, 20, 23, and 56)   • We outperformed our peer group in 2015 in both North America and international revenue.Board Vote Recommendation   • We generated $23.6 billion of revenue during 2015, a 28% decrease from 2014 as a result of the depressed crude oil pricing environment and its corresponding negative impact on activity and pricing. • As a result of the downturn in the energy market and its corresponding impact on the our business outlook, during 2015 we recorded company-wide charges related primarily to asset write-offs and severance costs of approximately $2.2 billion to help reduce our cost structure to mitigate the current market conditions. • In November 2015, we issued $7.5 billion aggregate principal amount of senior notes with the intention of using the net proceeds to finance a portion of the cash consideration of the pending Baker Hughes acquisition. Page Reference (for more detail)   Election of Directors FOREach Nominee 10 Ratification of Selection of Principal Independent Public Accountants FOR 20 Advisory Approval of Executive Compensation FOR 23 Proposal to Amend and Restate the Halliburton Company Stock and Incentive Plan FOR 56 Governance of the Company(page 2) Corporate Governance Corporate Governance Guidelines and Committee Charters Code of Business Conduct Related Persons Transactions Policy The Board of Directors and Standing Committees of Directors Board Leadership Board and Committee Risk Oversight Independent Committees Members of the Committees of Our Board of Directors Board Attendance Evaluation of Board and Director Performance Shareholder Nominations of Directors Qualifications of Directors Process for the Selection of New Directors Communication to the Board Success for Halliburton and our shareholders and customers results from adherence to our core values. www.halliburton.com   HALLIBURTON - 2016   |  2019Proxy Statementiv v Back to Contents 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. HALLIBURTON  |  2019Proxy Statementv Back to Contents 2018 Overview   Our business further strengthened in 2018 as we continued to build for a longer industry recovery. The industry experienced headwinds in North America during the latter half of the year as a result of offtake capacity constraints and customer budget limitations, but we believe these issues are temporary in nature. We successfully maintained our global market share in 2018, which was accomplished by our investments in strategic growth areas and by competing in key markets as we continue to align our business with customers in the fastest growing market segments. We continue to collaborate and engineer solutions to maximize asset value for our customers and to maximize returns for our shareholders. We are well prepared for the current market environment in order to deliver leading returns for our shareholders. As we have proven over the years and demonstrated in 2018, our differentiating technology, our people, our customer alignment, and our financial discipline position us well to thrive in any market condition. During the 2018 performance year, we delivered the following results: We generated $24.0 billion of total company revenue, a 16% increase from 2017, with improvements across all of our product service lines globally. Additionally, our total company operating income was $2.5 billion during 2018. These results and improvements were primarily attributed to pressure pumping services, drilling activity, and artificial lift in North America, as well as drilling activity in the Eastern Hemisphere. In our Completion and Production division, we capitalized on the market recovery in North America, delivering total year revenue growth of 22% and operating income growth of 40% year-over-year. Our Drilling and Evaluation division delivered 6% revenue and 3% operating income improvement year-over-year, reflecting the emerging recovery in the international markets. We continued our focus on delivering strong cash flow and returning capital to shareholders. We generated approximately $3.2 billion in operating cash flow, retired $400 million in debt, and returned over $1 billion to our shareholders through share repurchases and dividends. We delivered TSR over the three-, five-, and ten-year period ending December 31, 2018, that exceeded the TSR of the Oilfield Services Index (OSX), our direct peers, and our performance peer group. We delivered superior ROCE performance over the one-, three-, and five-year period ending December 31, 2018, relative to the OSX, our direct peers, and our performance peer group. The details are depicted in the chart below: www.halliburton.com   HALLIBURTON  |  2019Proxy Statementvi Back to Contents 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 24)(page 29)   Our executive compensation program is composed of base salary, a short-term incentives,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) Emphasize operating performance drivers; • Link executive pay to measures that drive stockholder value; • Support our business strategies;Reflects the compensation mix of Messrs. Brown and • Maximize Rainey. The other NEOs were not included because Mr. Lesar retired and Messrs. Loeffler and Weber were not in their respective roles for the return on our human resource investment.entire year. 2015 Executive Total Compensation Mix (page 26)   2015 Executive Compensation Summary (page 38)                     Non-Equity   Change in Pension Value                     Stock   Option   Incentive Plan   and Nonqualified Deferred   All Other         Salary   Bonus   Awards   Awards   Compensation   Compensation Earnings   Compensation   Total Name   ($)   ($)   ($)   ($)   ($)   ($)   ($)   ($) David J. Lesar   1,660,000   0   3,867,735   2,103,341   5,999,513   299,127   1,941,613   15,871,329 Christian A. Garcia   439,875   0   701,100   381,669   217,564   8,489   363,494   2,112,191 James S. Brown   879,750   0   1,281,455   697,943   1,634,785   101,969   1,360,886   5,956,788 Jeffrey A. Miller   977,500   0   2,169,515   1,179,488   2,218,718   30,615   1,084,536   7,660,372 Joe D. Rainey   816,212   0   1,281,455   697,943   1,634,785   75,712   2,720,300   7,226,407     HALLIBURTON  |  2019Proxy Statementvii HALLIBURTON - 2016 Proxy Statement vi Back to Contents   Notice of Annual Meeting of StockholdersShareholders to be held May 18, 201615, 2019 April 2, 2019   Halliburton Company, a Delaware corporation, will hold its Annual Meeting of StockholdersShareholders on Wednesday, May 18, 201615, 2019, at 9:00 a.m. Central Daylight Time at its corporate office at 3000 N. Sam Houston Parkway East, Life Center - Auditorium, Houston, Texas 77032. At the meeting, the stockholdersshareholders will be asked to consider and act upon the matters discussed in the attached proxy statement as follows:     1. To elect the twelveten 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, 2016. 2019.   3. To consider and act upon advisory approval of our executive compensation.   4. To consider and act upon a proposal to amend and restate the Halliburton Company Stock and Incentive Plan.   4.5. 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 Monday, March 21, 201618, 2019, as the record date for the determination of stockholdersshareholders entitled to notice of and to vote at the meeting and at any adjournment of the meeting.   INTERNET AVAILABILITY OF PROXY MATERIALSInternet Availability of Proxy Materials   On or about April 5, 2016,2, 2019, we mailed our stockholdersshareholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access our 20162019 proxy statement and 20152018 Annual Report on Form 10-K and how to vote online. The notice also provides instruction on how you can request a paper copy of these documents if you desire. If you received your annual materials via email,e-mail, the emaile-mail contains voting instructions and links to the proxy statement and Form 10-K on the Internet.   IF YOU PLAN TO ATTENDIf You Plan to Attend   Attendance at the meeting is limited to stockholdersshareholders and one guest each. Admission will be on a first-come, first-served basis. Registration will begin at 8:00 a.m., and the meeting will begin at 9:00 a.m. Each stockholdershareholder holding stock in a brokerage account will need to bring a copy of a brokerage statement reflecting stock ownership as of the record date. Please note that you will be asked to present valid picture identification, such as a driver’s license or passport.   April 5, 2016 By order of the Board of Directors,     Robb L. Voyles Executive Vice President, Secretary and General Counsel   You are urged to vote your shares as promptly as possible by following the voting instructions in the Notice of Internet Availability of Proxy Materials. Back to Contents GeneralGENERAL INFORMATIONInformation   We are providing these proxy materials to you in connection with the solicitation by the Board of Directors of Halliburton Company or the Board, of proxies to be voted at our 20162019 Annual Meeting of StockholdersShareholders and at any adjournment or postponement of the meeting. By executing and returning the enclosed proxy, by following the enclosed voting instructions, or by voting via the Internet or by telephone, you authorize the persons named in the proxy to represent you and vote your shares on the matters described in the Notice of Annual Meeting.   The Notice of Internet Availability of Proxy Materials is being sent to stockholdersshareholders on or about April 5, 2016.2, 2019. Our Annual Report on Form 10-K, including financial statements, for the fiscal year ended December 31, 20152018, accompanies this proxy statement. The Annual Report on Form 10-K shall not be considered as a part of the proxy solicitation materialmaterials or as having been incorporated by reference.   Subject to space availability, all stockholdersshareholders as of the record date, or their duly appointed proxies, may attend the Annual Meeting and each may be accompanied by one guest. Admission to the Annual Meeting will be on a first-come, first-served basis. Registration will begin at 8:00 a.m., and the Annual Meeting will begin at 9:00 a.m. Please note that we will ask you to present valid picture identification, such as a driver’s license or passport, when you check in at the registration desk.   If you hold your shares in “street name” (that is, through a broker or other nominee), you will need to bring a copy of a brokerage statement reflecting your stock ownership as of the record date.   You may not bring cameras, recording equipment, electronic devices, large bags, briefcases, or packages into the Annual Meeting.   If you attend the Annual Meeting, you may vote in person. If you are not present, you can only vote your shares if you have voted via the Internet, by telephone, or returned a properly executed proxy; in these cases, your shares will be voted as you specify. If you return a properly executed proxy and do not specify a vote, your shares will be voted in accordance with the recommendations of the Board. You may revoke the authorization given in your proxy at any time before the shares are voted at the Annual Meeting.   The record date for determination of the stockholdersshareholders entitled to vote at the Annual Meeting is the close of business on March 21, 2016.18, 2019. Our common stock, par value $2.50 per share, is our only class of capital stock that is outstanding. As of March 21, 2016,18, 2019, there were 858,517,672872,764,135 shares of our common stock outstanding. Each of our outstanding sharesshare of common stock is entitled to one vote on each matter submitted to the stockholdersshareholders for a vote at the Annual Meeting. We will keep a complete list of stockholdersshareholders entitled to vote at our principal executive office for ten days before and will also have the list available at the Annual Meeting. Our principal executive office is located at 3000 N. Sam Houston Parkway East, Administration Building, Houston, Texas 77032.   Votes cast by proxy or in person at the Annual Meeting will be counted by the persons we appoint to act as election inspectors for the Annual Meeting. Except as set forth below, the affirmative vote of the majority of shares present in person or represented by proxy at the Annual Meeting and entitled to vote on the subject matter will be the act of the stockholders.shareholders. Shares for which a stockholdershareholder has elected to abstain on a matter will count for purposes of determining the presence of a quorum and, except as set forth below, will have the effect of a vote against the matter.   Each Director shall be elected by the vote of the majority of the votes cast by holders of shares represented in person or by proxy and entitled to vote in the election of Directors, provided that if the number of nominees exceeds the number of Directors to be elected and any stockholder-proposed nominee hasall shareholder-proposed nominees have not been withdrawn before the tenth (10th) day preceding the day we mail the Notice of Internet Availability of Proxy Materials to stockholdersshareholders for the Annual Meeting, the Directors shall be elected by the vote of a plurality of the shares represented in person or by proxy at the Annual Meeting and entitled to vote on the election of Directors. A majority of the votes cast means that the number of shares voted “for” a Director must exceed the number of votes cast “against” that Director; we will not count abstentions. As a condition to being nominated by the Board for continued service as a Director, each Director nominee has signed and delivered to the Board an irrevocable letter of resignation limited to and conditioned on that Director failing to achieve a majority of the votes cast at an election where Directors are elected by majority vote. For any Director nominee who fails to be elected by a majority of votes cast, where Directors are elected by majority vote, his or her irrevocable letter of resignation will be deemed tendered on the date the election results are certified. Such resignation shall only be effective upon acceptance by the Board.   The election inspectors will treat broker non-vote shares, which are shares held in street name that cannot be voted by a broker on specific matters in the absence of instructions from the beneficial owner of the shares, as shares that are present and entitled to vote for purposes of determining the presence of a quorum. In determining the outcome of any matter for which the broker does not have discretionary authority to vote, however, those shares will not have any effect on that matter. A broker may be entitled to vote those shares on other matters.   In accordance with our confidential voting policy, no particular stockholder’sshareholder’s vote will be disclosed to our officers, Directors, or employees, except:   • as necessary to meet legal requirements and to assert claims for and defend claims against us; • when disclosure is voluntarily made or requested by the stockholder; shareholder; • when the stockholdershareholder writes comments on the proxy card; or • in the event of a proxy solicitation not approved and recommended by the Board.   The proxy solicitor, the election inspectors, and the tabulators of all proxies, ballots, and voting tabulations are independent and are not our employees.   HALLIBURTON - 2016   |  2019Proxy Statement1 2 Back to Contents CorporateCORPORATE GOVERNANCEGovernance   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, asCorporate Governance Guidelines, which were revised in January 2015,December 2018, are attached as Appendix A to this proxy statement and are also available on our website atwww.halliburton.comby clicking on the tab “About Us,”Us”, and then the “Corporate Governance” link. The guidelines are reviewed periodically and revised as appropriate to reflect the dynamic and evolving processes relating to corporate governance, including the operation of the Board.   In order for our stockholdersshareholders to understand how the Board conducts its affairs in all areas of its responsibility, the full text of the charters of our Audit; Compensation; Health, Safety and Environment; and Nominating and Corporate Governance Committees are also available on our website.   Except to the extent expressly stated otherwise, information contained on or accessible from our website or any other website is not incorporated by reference into and should not be considered part of this proxy statement.   Code of Business Conduct   Our Code of Business Conduct, which applies to all of our employees and Directors and serves as the code of ethics for our principal executive officer, principal financial officer, principal accounting officer or controller, and other persons performing similar functions, is available on our website. Any waivers to our Code of Business Conduct for our Directors or executive officers can only be made by our Audit Committee. There were no waivers of the Code of Business Conduct in 2015.2018.   Related Persons Transactions Policy   Our Board has adopted a written policy governing related persons transactions as part of the Board’s commitment to good governance and independent oversight. The policy covers transactions involving any of our Directors, executive officers, nominees for Director, or greater than 5% stockholders,shareholders, or any of their immediate family member of the foregoing,members, among others.   The types of transactions covered by this policy are transactions, arrangements, or relationships, or any series of similar transactions, arrangements, or relationships, including any indebtedness or guarantee of indebtedness, in which (1) we or any of our subsidiaries were or will be a participant, (2) the aggregate amount involved exceeds $120,000 in any calendar year, and (3) any related person had, has, or will have a direct or indirect interest (other than solely as a result of being a director of, or holding less than a 10% beneficial ownership interest in, another entity).material interest.   Under the policy, we generally only enter into or ratify related persons transactions when the Board determines such transactions are in our best interests and the best interests of our stockholders.shareholders. In determining whether to approve or ratify a related personpersons transaction, the Board will consider the following factors and such other factors it deems appropriate:   • whether the related personpersons transaction is on terms comparable to terms generally available with an unaffiliated third party under the same or similar circumstances; • the benefits of the transaction to us; • the extent of the related person’s interest in the transaction; and • whether there are alternative sources for the subject matter of the transaction.   www.halliburton.com   HALLIBURTON - 2016   |  2019Proxy Statement2 3 Back to Contents The Board of DirectorsTHE BOARD OF DIRECTORS AND STANDING COMMITTEES OF DIRECTORSand Standing Committees of Directors   The Board has standing Audit; Compensation; Health, Safety and Environment; and Nominating and Corporate Governance Committees. Each of the standing committees areCommittee is comprised of non-employee Directors andwho, in the business judgment of the Board, all of the non-employee Directors are independent, after considering all relevant facts and circumstances, as well asincluding the independence standards set forth in our corporate governance guidelines. Our corporate governance guidelines are attached as Appendix A to this proxy statement and are also available on our website atwww.halliburton.com.Corporate Governance Guidelines.   Our independence standards meet and in some instances exceed,New York Stock Exchange, or NYSE, independence requirements. Our definition of independence standards and compliance with our independencethose standards isare periodically reviewed by the Nominating and Corporate Governance Committee. In connection with its independence determination, the Board considered that during 2015, we provided services in the ordinary course of business to Sempra Energy, of which Ms. Reed is the Chairman and Chief Executive Officer. The Board concluded that the relationship was not material and did not affect the independence of Ms. Reed. There were no relevant transactions, relationships, or arrangements not disclosed in this proxy statement that were considered by the Board in making its determination as to the independence of the Directors.   Board Attendance During 2015, the Board held 6 meetings and met in Executive Session, without management present, on 5 occasions. Committee meetings were held as follows: Audit Committee 9 Compensation Committee 5 Health, Safety and Environment Committee 5 Nominating and Corporate Governance Committee 4 All members of the Board attended at least 80% of the total number of meetings of the Board and the committees on which he or she served during the last fiscal year. All of our Directors attended the 2015 Annual Meeting, as required by our corporate governance guidelines. Board Leadership   Our corporate governance guidelines provideBoard believes that the Board should have theit 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. AfterOur 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, and discussion, ourthe Board has decided that a combined leadership role would currently best serve the needs of the Company and its stockholders. Theshareholders. On January 1, 2019, the Board believes that David J. Lesar,appointed Jeffrey A. Miller, our current ChairmanPresident 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. HALLIBURTON - 2016 Proxy Statement 4 Back to Contents Lead Independent Directoras Chairman.   In order to help ensure independent Board leadership and oversight, the Board has elected Mr. J. Landis Martin asRobert A. Malone is our Lead Independent Director. Mr. Martin’sThe Lead Independent Director’s role and responsibilities are set forth in the Lead Independent Director Charter adopted by the Board. These include serving as a liaison between the independent Directors and the Chairman; approving agendas for Board and includemeetings; presiding over themeetings and executive sessions of the non-employee Directors. Mr. Martin also advises management onindependent Directors; and approvesleading the agenda items to be considered at meetingsBoard’s annual evaluation of the Board.CEO. Our Lead Independent Director Charter is available on our website atwww.halliburton.com. With the exception of our Chairman and Chief Executive Officer, Mr. Lesar, and our President, Mr. Miller, the Board is composed of independent Directors. Our Lead Independent Director Charter can be found HALLIBURTON  |  2019Proxy Statement3 Back to Contents Board and Committee Risk Oversight We have implemented an Enterprise Risk Management (ERM) program to identify and analyze enterprise-level risks and their potential impact on our website atwww.halliburton.com.business. The objectives of our ERM program are to: • increase the probability of achieving higher returns on capital and reducing cash flow volatility by identifying: • current and developing risks; and • significant controls and potential gaps related to identified risks; • ensure that our key risks are being effectively managed; and • assess whether our compensation policies are reasonably likely to have a materially adverse effect on us. Our internal processes to identify and manage risks include our Code of Business Conduct, extensive policies and business practices, our financial controls, Internal Assurance Services audits of our internal controls and health, safety, environment, and service quality, the activities of the Ethics & Compliance group of the Law Department, and our ERM program. The Board provides oversight of the ERM program. The Audit Committee 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 receives regular updates on those risks. Certain risks monitored by each Committee are shown below.   Independent Committees   AsThe Board believes that it has a strong governance best practice, key committeesstructure in place to ensure independent oversight on behalf of all shareholders. All standing Committees of the Board are comprised solely of independent Directors. We have established processes for the effective oversight of critical issues entrusted to independent Directors, such as:   • the integrity of our financial statements; • CEO and senior management compensation; • CEO and senior management succession planning; • the election of our Lead Independent Director; • membership of our independent Board committees; Committees; • Board, Committee, and Director evaluations; and • nominations forof Directors.   The Board believes it has a strong governance structure in place to ensure independent oversight on behalf of all stockholders. Board Risk Oversight We have implemented an Enterprise Risk Management system to identify and analyze enterprise level risks and their potential impact on us. At least annually, the Audit Committee of the Board receives a report on our processes with respect to risk assessment and risk management. Our executive officers are assigned responsibility for the various categories of risk, with the Chief Executive Officer being ultimately responsible to the Board for all risk categories. The responsibility of the Chief Executive Officer for all risk matters is consistent with his being primarily responsible for managing our day-to-day business. Halliburton Board Leadership •www.halliburton.com   Mr. David J. Lesar is our Chairman and CEO HALLIBURTON  |  2019Proxy Statement4   •Back to Contents Mr. J. Landis Martin is our Lead Independent Director • 10 of our 12 Directors are independent • All members of the Audit; Compensation; Health, Safety and Environment; and Nominating and Corporate Governance Committees are independent. Our Board believes that continuing to combine the position of Chairman and CEO is in the best interests of the Company and our stockholders, and that our Lead Independent Director and the strong presence of engaged independent Directors ensures independent oversight. Members of the Committees of Our Board of Directors   Audit Committee   Compensation Committee Health, Safety and Environment Committee Nominating and Corporate Audit Committee Compensation Committee Environment Committee Governance Committee Alan M. Bennett* James R. Boyd* William E. Albrecht Abdulaziz F. Al Khayyal Abdulaziz F. Al Khayyal James R. Boyd Milton Carroll Nance K. DiccianiJames R. Boyd*# William E. Albrecht Alan M. Bennett Nance K. Dicciani Murry S. Gerber José C. Grubisich Milton Carroll Nance K. Dicciani* Milton Carroll* Murry S. Gerber Murry S. Gerber Robert A. Malone Robert A. Malone Robert A. Malone* J. Landis Martin José C. Grubisich Debra L. Reed J. Landis Martin Debra L. Reed* * Chair       * Chair # Mr. Boyd is retiring from the Board on May 15, 2019. The Board will appoint a new Chair for the Compensation Committee in May 2019.   HALLIBURTON - 2016 Proxy Statement 5 Back to Contents Audit Committee   The Audit Committee’s responsibilities include: •2018 Meetings Committee Members Responsibilities 9 Alan M. Bennett(Chair) James R. Boyd Nance K. Dicciani Murry S. Gerber •Recommending to the Board the appointment of the independent public accounting firmaccountants to audit our financial statements (the “principalprincipal independent public accountants”)accountants); • Together with the Board, being responsible for the appointment, compensation, retention, and oversight of the work, and evaluation of the principal independent public accountants; • Reviewing the scope of the principal independent public accountants’ examination andexamination; •   Reviewing the scope of activities of the internal audit department; Internal Assurance Services; • Reviewing our financial statements and our significant financial policies and accounting systems and controls; and • Reviewing financial statements; and • Approving the services to be performed by the principal independent public accountants. The Board has determined that Alan M. Bennett, James R. Boyd, Nance K. Dicciani, and Murry S. Gerber are independent under our Corporate Governance Guidelines and are “audit committee financial experts” as defined by the Securities and Exchange Commission, or SEC. A copy of the Audit Committee Charter is available on our website atwww.halliburton.com. The Board has determined that Alan M. Bennett, James R. Boyd, Nance K. Dicciani, Murry S. Gerber, and José C. Grubisich are independent under our corporate governance guidelines and are “audit committee financial experts” as defined by the Securities and Exchange Commission, or SEC. A copy of the Audit Committee Charter is available on our website atwww.halliburton.com.   Compensation Committee   The Compensation Committee’s responsibilities include: 2018 Meetings Committee Members Responsibilities 4 William E. Albrecht James R. Boyd(Chair) Milton Carroll Murry S. Gerber Robert A. Malone •   Developing an overall executive compensation philosophy and strategy;   • Overseeing the effectiveness of our compensation program in attracting, retaining, and motivating key employees; • Utilizing our compensation program to reinforce business strategies and objectives for enhanced stockholderto enhance shareholder value; • Administering our compensation program, including our incentive plans, in a fair and equitable manner consistent with established policies and guidelines; and • Developing an overall executive compensation philosophy and strategy; and • Additional   Performing additional roles and activities with respect to executive compensation as described under Compensation Discussion and Analysis. A copy of the Compensation Committee Charter is available on our website atwww.halliburton.com.   A copy of the Compensation Committee Charter is available on our website atwww.halliburton.com. HALLIBURTON  |  2019Proxy Statement5 Back to Contents Health, Safety and Environment Committee   The Health, Safety and Environment Committee’s responsibilities include: •2018 Meetings Committee Members Responsibilities 5 Abdulaziz F. Al Khayyal William E. Albrecht Nance K. Dicciani(Chair) •Reviewing and assessing our health, safety, environmental, and environmentalsustainable development policies and practices; • Overseeing the communication, and implementation, of, and reviewing our compliance with these policies, as well as applicable goals and legal requirements; and • Assisting the Board with oversight of our risk-management processes relating to health, safety, the environment, and the environment.sustainability. A copy of our Health, Safety and Environment Committee Charter is available on our website atwww.halliburton.com. A copy of our Health, Safety and Environment Committee Charter is available on our website atwww.halliburton.com.   Nominating and Corporate Governance Committee   The Nominating and Corporate Governance Committee’s responsibilities include: •2018 Meetings Committee Members Responsibilities 4 Abdulaziz F. Al Khayyal Alan M. Bennett Milton Carroll(Chair) Robert A. Malone •Reviewing and recommending revisions to our corporate governance guidelines; Corporate Governance Guidelines; • Overseeing our Director self-evaluation process and performance reviews; • Identifying and screening candidates for Board and committeeCommittee membership; • Reviewing the overall composition profile of the Board for the appropriate mix of skills, characteristics, experience, and expertise; and • Reviewing and making recommendations on Director compensation practices.compensation. A copy of our Nominating and Corporate Governance Committee Charter is available on our website atwww.halliburton.com.   A copy of our NominatingBoard Attendance During 2018, the Board held 6 meetings and Corporate Governance met in Executive Session, without management present, on 5 occasions. Committee Charter is available on our website atwww.halliburton.com.meetings were held as follows:   Audit Committee 9 Compensation Committee 4 Health, Safety and Environment Committee 5 Nominating and Corporate Governance Committee 4 Eight members of the Board attended 100% of the total number of meetings of the Board and the Committees on which he or she served during 2018 and all members of the Board attended at least 83% of those meetings. All of our Directors attended the 2018 Annual Meeting, as required by our Corporate Governance Guidelines. www.halliburton.com   HALLIBURTON - 2016   |  2019Proxy Statement6 6 Back to Contents StockholderEvaluation of Board and Director Performance The Board believes that a rigorous evaluation process is an essential component of strong corporate governance practices. The Nominating and Corporate Governance Committee annually conducts a three-part evaluation process to evaluate Board effectiveness and aid in succession planning. This process consists of a full Board evaluation, Committee evaluations, and individual Director evaluations. The evaluations, which are distributed and obtained through a third party platform, seek feedback on Board and Committee performance, processes, effectiveness, and opportunities for improvement. The results of the evaluations are reviewed and discussed with the Board, its Committees, and each individual Director. As part of the annual process, each Director also completes a skill set survey. The Board uses the survey responses to evaluate the experience and expertise of existing Directors and to identify the skills and characteristics of future Director candidates to achieve and maintain an optimum mix of skills and characteristics. HALLIBURTON  |  2019Proxy Statement7 Back to Contents Shareholder Nominations of Directors   StockholdersOur By-laws provide that shareholders may nominate persons for election to the Board at a meeting of stockholders in the manner provided inshareholders. In September 2016, our Board of Directors amended our By-laws which include a requirement to comply with certain notice procedures. Nominations shall be made pursuant toimplement proxy access. Shareholder nominations require written notice to the Corporate Secretary at the address of our principal executive offices set forth on page 21 of this proxy statement, and for the Annual Meeting of StockholdersShareholders in 2017,2020, must be received not less than 90 days nor more than 120 days prior to the anniversary date of the 20162019 Annual Meeting of Stockholders,Shareholders, or no later than February 17, 201715, 2020, and no earlier than January 18, 2017. 16, 2020. The stockholdershareholder notice must contain, among other things, certain information relating to the stockholdershareholder and the proposed nominee as described in our By-laws. In addition, the proposed nominee may be required to furnish other information as we may reasonably require to determine the eligibility of the proposed nominee to serve as a Director. With respect The proxy access provision permits up to any proposed nominee nominated in accordance with Section 620 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 byfurther provide that if a stockholder of recordshareholder owning at least 1% of our issued and outstanding votingcommon stock continuously for at least one year as of the date the written notice of the nomination is submitted to us proposes a nominee not submitted under the proxy access provision, our Corporate Secretary will (i) obtain from such nominee any additional relevant information the nominee wishes to provide in consideration of his or her nomination, (ii) report on each such nominee to the Nominating and Corporate Governance Committee, and (iii) facilitate having each such nominee meet with the Nominating and Corporate Governance Committee as the Committee deems appropriate.   Qualifications of Directors   Candidates nominated for election or reelection to the Board should possess the following qualifications:   Personal characteristics:   – high personal and professional ethics, integrity, and values; – an inquiring and independent mind; and – practical wisdom and mature judgment; high personal and professional ethics, integrity, and values;   • Broad training and experience at the policy-making level in business, government, education, or technology; • Expertise that is useful to us and complementary to the background and experience of other Board members, so that an optimum balance of members on the Board can be achieved and maintained; • Willingness to devote the required amount of time to carrying out the duties and responsibilities of Board membership; • Commitment to serve on the Board for several years to develop knowledge about our principal operations; • Willingness to represent the best interests of all of our stockholders and objectively appraise management performance; and • Involvement only in activities or interests that do not create a conflict with the Director’s responsibilities to us and our stockholders. an inquiring and independent mind; and practical wisdom and mature judgment; Broad training and experience at the policy-making level in business, government, education, or technology; Expertise that is useful to us and complementary to the background and experience of other Board members, so that an optimum balance of experience and expertise of members of the Board can be achieved and maintained; Willingness to devote the required amount of time to carry out the duties and responsibilities of Board membership; Commitment to serve on the Board for several years to develop knowledge about our business; Willingness to represent the best interests of all of our shareholders and objectively evaluate management performance; and Involvement only in activities or interests that do not create a conflict with the Director’s responsibilities to us and our shareholders.   The Nominating and Corporate Governance Committee is responsible for assessing the appropriate mix of skills and characteristics required of Board members in the context of the needs of the Board at a given point in time, and shall periodically reviewreviews and updateupdates the criteria. In selecting Director nominees, the Board first considers the personal characteristics, experience, and other criteria as set forth in our corporate governance guidelines. We also identify nominees based onCorporate Governance Guidelines, as well as our specific needs and the needs of our Board at the time a nominee is sought.time.   We value all types of diversity, including diversity of our Board. In evaluating the overall mixqualifications of qualifications for a potential nominee, the Committee and Board also takestake into account overall Board diversity in personal background, race, gender, age, and nationality. In considering whether current Directors should be nominated for reelection to the Board, the Nominating and Corporate Governance Committee and the Board will also consider the non-employee Directors’ annual assessment of the Board and annual performance review.   HALLIBURTON - 2016 Proxy Statement 7 Back to Contents Process for the Selection of New Directors   The Board is responsible for filling vacancies on the Board and ensuring regular refreshment of the Board. Our Corporate Governance Guidelines provide that each non-management Director shall retire from the Board immediately prior to the annual meeting of shareholders following his or her seventy-second (72nd) birthday. The Board has delegated to the Nominating and Corporate Governance Committee the duty of selecting and recommending prospective nomineescandidates to the Board for approval. The Nominating and Corporate Governance Committee considers suggestions ofwill consider candidates for Board membership maderecommended by current Committee and Board members, our management, and stockholders.shareholders. The Committee may also retain an independent executive search firm to identify and/or assist in evaluating candidates for consideration.consideration and to gather additional information about the candidate’s background, experience, and reputation. A stockholdershareholder who wishes to recommend a prospective candidate should notify our Corporate Secretary.   www.halliburton.com   HALLIBURTON  |  2019Proxy Statement8 Back to Contents WhenThe Nominating and Corporate Governance Committee, in consultation with the Board, will determine the specific criteria for a new Director candidate. After the Nominating and Corporate Governance Committee identifies a prospective candidate, the Committee determineswill determine the appropriate method to evaluate the candidate. ThisThe preliminary determination regarding a candidate is based on the information provided to the Committee by the person recommending the prospective candidate and the Committee’s knowledge of the candidate. This information may be supplemented by inquiries to the person who made the recommendation, the candidate or to others. The preliminary determination is based on the need for additional Board members to fill vacancies or to expand the size of the Board, and the likelihood that the candidate will meet the Board membership criteria listed above.in our Corporate Governance Guidelines. The Committee will determine, after discussion with the Chairman of the Board the Lead Independent Director, and other Board members, whether a candidate should continue to be considered as a potential nominee.considered. If a candidate warrants additional consideration, the Committee may request an independent executive search firm to gather additional information about the candidate’s background, experience, and reputation, and to report its findings to the Committee. The Committee then evaluates the candidate and determines whether to interview the candidate. One or more members of the Committee and others, as appropriate, then conductwill interview the interviews.candidate. Once the evaluation and interviews are completed, the Committee recommendswill recommend to the Board which candidateswhether the candidate should be nominated. Theappointed to the Board makes a determination of nominees after review of the recommendationor proposed for election by shareholders and the Committee’s report.Board will act on such recommendation.   IDENTIFICATION OF QUALIFIED CANDIDATES DUE DILIGENCE SCREENING MEETINGS WITH SHORTLISTED CANDIDATES DECISION AND NOMINATION Nominating and Corporate Governance Committee identifies candidates to become Board members Review of qualifications to determine if candidate meets Board membership criteria Committee members and, as appropriate, other Board members and management interview the shortlisted candidates Selection of Director nominees best qualified to serve the interests of Halliburton stockholders   HALLIBURTON - 2016 Proxy Statement 8 Back to Contents Communication to the Board   To foster better communication from our stockholdersshareholders and other interested persons, we establishedmaintain a process for stockholdersshareholders and others to communicate with the Audit Committee and the Board. The process has been approved by both the Audit Committee and the Board and meets the requirements of the New York Stock Exchange, or NYSE and the SEC. The methods of communication with the Board include telephone, mail, and e-mail.     888.312.2692   888.312.2692 or 770.613.6348   Board of Directors   BoardofDirectors@halliburton.com or c/o Director of Business Conduct Halliburton Company P.O. Box 42806 Houston, Texas 77242-2806 USA   770.613.6348 Halliburton Company P.O. Box 42806 Houston, Texas 77242-2806 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 communications,communication, and any board relatedBoard-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. It should be noted, however, that some itemsSome 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. ConcernsCommunications may be reportedmade anonymously or confidentially. Confidentiality shall be maintained unless disclosure is:   • required or advisable in connection with any governmental investigation or report; • in the interests of Halliburton, consistent with the goals of our Code of Business Conduct; or • required or advisable in our legal defense of the matter. required or advisable in connection with any governmental investigation or report; in the interests of Halliburton, consistent with the goals of our Code of Business Conduct; or required or advisable in our legal defense of a matter.   Information regarding these methods of communication is also on our website atwww.halliburton.com.www.halliburton.com.   HALLIBURTON  - 2016 |  2019Proxy Statement9 9 Back to Contents PROPOSAL NO.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’s operations, performance, and technology and the cycles of the industry. A summary of the qualifications and experience of our non-management Directors is provided in the table below. AFTER CONSULTATION WITH THE NOMINATING AND CORPORATE GOVERNANCE COMMITTEE, THE BOARD OF DIRECTORS RECOMMENDS AVOTE FORTHE ELECTION OF DIRECTORSEACH OF THE DIRECTOR NOMINEES LISTED BELOW.   The twelveten nominees listed below are presently ourall current Directors. The common stock represented by properly executed and returned proxies will be voted to elect the twelve nominees as Directors unless we receive contrary instructions. 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.   Information about Nominees for DirectorNON-MANAGEMENT DIRECTOR QUALIFICATIONS AND EXPERIENCE TENURE                   Year Elected 2014 2016 2019 2006 2006 2009 2012 2019 2009 Mandatory Retirement 2026 2024 2032 2023 2023 2020 2025 2024 2024                     GENERAL                   Independence • • • • • • • • • Diversity •   •   • •   •   Board or Board Committee Leadership • • • • • • • • • Public Company Experience • •   • • • • • • Private Company Experience • • •   •   • • • Not-for-Profit Experience • •   • • • • • • Government Experience         •       • Academia     • • • •       Community Leadership/Philanthropic • •   • •   • • •                     DECISION-MAKING EXPERIENCE AT EXECUTIVE LEVEL OR OTHER SUBSTANTIAL EXPERIENCE                   Energy Industry A A B A A A B   A Accounting/Finance A A A A   A A A A Technology/Engineering A A A A A A B   A Legal/Compliance A A   A   A A A A Mergers & Acquisitions A A   A B A B A A Human Resources/Compensation A A A A A A A A A Strategic Planning A A A A A A A A A International Business A A   A A A A A A Health, Safety & Environment and Sustainability A A A A   A A   A Public Policy A A   A B A A A A Corporate Governance A A   A B A B A A                     LEGEND                   A  Decision-making experience at Executive or Board level                   B  Other Substantial Experience                     www.halliburton.com     Abdulaziz F. Al KhayyalHALLIBURTON  |  2019Proxy Statement10 Age: 62 Director Since: 2014 Halliburton Committees: Health, Safety and Environment; Nominating and Corporate Governance Mr. Al Khayyal is the retired Senior Vice President of Industrial Relations of Saudi Arabian Oil Company (Saudi Aramco) (the world’s largest producer of crude oil). Mr. Al Khayyal served as Senior Vice President of Industrial Relations of Saudi Aramco from 2007 to 2014 and served as a director of Saudi Aramco from 2004 to 2014. The Board determined that Mr. Al Khayyal should be nominated for election as a Director because of his exceptional oil and gas knowledge, including significant international business experience in the energy industry, and his executive experience with the world’s largest producer of crude oil. Alan M. Bennett Age: 65 Director Since: 2006 Halliburton Committees: Audit (Chair); Nominating and Corporate Governance Mr. Bennett is the retired President and Chief Executive Officer of H&R Block, Inc. (a tax and financial services provider). Mr. Bennett served as the President and Chief Executive Officer of H&R Block, Inc. from 2010 to 2011, the Interim Chief Executive Officer of H&R Block, Inc. from 2007 to 2008, and the Senior Vice President and Chief Financial Officer of Aetna, Inc. from 2001 to 2007. Mr. Bennett is a director of Fluor Corporation (since 2011) and TJX Companies, Inc. (since 2007), and is a former director of H&R Block, Inc. (2008-2011). The Board determined that Mr. Bennett should be nominated for election as a Director because of his financial expertise, ranging 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. James R. Boyd Age: 69 Director Since: 2006 Halliburton Committees: Audit; Compensation (Chair) Mr. Boyd is the retired Chairman of the Board of Arch Coal, Inc. (one of the largest United States coal producers). Mr. Boyd served as a director of Arch Coal, Inc. from 1990 to 2013, and as Chairman of the Board of Arch Coal, Inc. from 1998 to 2006. The Board determined that Mr. Boyd should be nominated for election as a Director because of his experience as chairman and lead director of a large company and his career experience in corporate business development, operations, and strategic planning. Milton Carroll Age: 65 Director Since: 2006 Halliburton Committees: Compensation; Nominating and Corporate Governance Mr. Carroll has been the Executive Chairman of the Board of CenterPoint Energy, Inc. (a public utility holding company) since 2013 and Chairman of Health Care Service Corporation (a large health insurance company) since 2002. Mr. Carroll served as the Non-Executive Chairman of the Board of CenterPoint Energy, Inc., from 2002 to 2013. Mr. Carroll is a director of Western Gas Holdings, LLC, the general partner of Western Gas Partners L.P. (since 2008) and LyondellBasell Industries (since 2010). Mr. Carroll is a former director of LRE GP, LLC, the general partner of LRR Energy, L.P. (2011-2014). The Board determined that Mr. Carroll should be nominated for election as a Director because of his public company board experience as an independent director and his knowledge of the oil and natural gas services industry. HALLIBURTON - 2016 Proxy Statement 10 Back to Contents Information about Nominees for Director ABDULAZIZ F. AL KHAYYAL Age 65 Director since: 2014 INDEPENDENT Professional Experience: •  Retired Senior Vice President of Industrial Relations of Saudi Arabian Oil Company (Saudi Aramco) (the world’s largest producer of crude oil) •  Senior Vice President of Industrial Relations of Saudi Aramco from 2007 to 2014 and served as a director of Saudi Aramco from 2004 to 2014 Skills and Expertise: The Board determined that Mr. Al Khayyal should be nominated for election as a Director because of his exceptional knowledge of the energy industry, including significant international industry experience and executive experience with the world’s largest producer of crude oil. Other Company Directorships: •  Marathon Petroleum Corporation (since 2016) Former Directorships in the Past 5 Years: •  None WILLIAM E. ALBRECHT Age 67 Director since: 2016 INDEPENDENT Professional Experience: •  Non-Executive Chairman of the Board of California Resources Corporation (a publicly traded oil and natural gas exploration and production company) since 2016 and Executive Chairman of the Board from 2014 to 2016 •  Vice President of Occidental Petroleum Corporation from 2008 to 2014 •  President of Oxy Oil & Gas, Americas from 2012 to 2014 Skills and Expertise: The Board determined that Mr. Albrecht should be nominated for election as a Director because of his extensive experience in the domestic oil and natural gas industry and executive experience with a public oil and gas exploration and production company and an international offshore drilling company. Other Company Directorships: •  Chairman of the Board and has been a director of Rowan Companies plc (since 2015) Former Directorships in the Past 5 Years: •  None M. KATHERINE BANKS Age 59 Director since: 2019 INDEPENDENT Professional Experience: •  Vice Chancellor of Engineering and National Laboratories for The Texas A&M University System and Dean of the College of Engineering at Texas A&M University (a public research university) since 2012 Skills and Expertise: The Board determined that Dr. Banks should be nominated for election as a Director because of her extensive experience in engineering and technology and executive experience in leading one of the largest engineering schools in the country and overseeing the engineering, academic, and research programs at seven universities. Other Company Directorships: •  None Former Directorships in the Past 5 Years: •  None   Nance K. Dicciani Age: 68 Director Since: 2009 Halliburton Committees: Audit; Health, Safety and Environment Ms. Dicciani has been the Chair of the Board and Interim Co-Principal Executive Officer of AgroFresh Solutions, Inc. since 2016. Ms. Dicciani served as the President and Chief Executive Officer of Honeywell International Specialty Materials (a diversified technology and manufacturing company) from 2001 to 2008. Ms. Dicciani is a director of Praxair, Inc. (since 2008), LyondellBasell Industries (since 2013), and ArgoFresh Solutions, Inc. (since 2015). Ms. Dicciani is a former director of Rockwood Holdings, Inc. (2008-2014). The Board determined that Ms. Dicciani should be nominated for election as a Director because of her technical expertise in the chemical industry, her international operations expertise, and her executive experience as a chief executive officer of a multi-billion dollar strategic business group of a major multinational corporation. ALAN M. BENNETT Murry S. GerberAge 68 Director since: 2006 INDEPENDENT Professional Experience: •  Retired President and Chief Executive Officer of H&R Block, Inc. (a tax and financial services provider) •  President and Chief Executive Officer of H&R Block, Inc. from 2010 to 2011 •  Interim Chief Executive Officer of H&R Block, Inc. from 2007 to 2008 •  Senior Vice President and Chief Financial Officer of Aetna, Inc. from 2001 to 2007 Skills and Expertise: The Board determined that Mr. Bennett should be nominated for election as a Director because of his business and financial expertise, ranging 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. Other Company Directorships: •  Fluor Corporation (since 2011) •  TJX Companies, Inc. (since 2007) Former Directorships in the Past 5 Years: •  None HALLIBURTON  |  2019Proxy Statement11 Age: 63 Director Since: 2012 Halliburton Committees: Audit; Compensation Mr. Gerber is the retired Executive Chairman of the Board of EQT Corporation (a leading producer of unconventional natural gas). Mr. Gerber served as the Executive Chairman of the Board of EQT Corporation from 2010 to 2011, the Chairman and Chief Executive Officer of EQT Corporation from 2000 to 2010, and the Chief Executive Officer and President of EQT Corporation from 1998 to 2007. Mr. Gerber is a director of BlackRock, Inc. (since 2000) and United States Steel Corporation (since 2012). The Board determined that Mr. Gerber should be nominated for election as a Director because of his executive leadership skills and his experience with the Marcellus shale and unconventional oil and natural gas basins. José C. Grubisich Age: 59 Director Since: 2013 Halliburton Committees: Audit; Health, Safety and Environment Mr. Grubisich has been the Chief Executive Officer of Eldorado Brasil Celulose (a leader in the world cellulose market) since 2012. Previously, Mr. Grubisich served as President and Chief Executive Officer of ETH Bioenergia S.A. (an integrated producer of ethanol and electricity from biomass) from 2008 to 2012. Mr. Grubisich is a director of Vallourec S.A. (since 2012). The Board determined that Mr. Grubisich should be nominated for election as a Director because of his significant international business experience in Latin America and his executive leadership experience. David J. Lesar Age: 62 Director Since: 2000 (Chairman) Mr. Lesar is our Chairman of the Board and Chief Executive Officer. He served as our Chairman, President and Chief Executive Officer from 2000 to 2014. Mr. Lesar is a former director of Agrium, Inc. (2010-2015). The Board determined that Mr. Lesar should be nominated for election as a Director because of his industry expertise, financial expertise, and in-depth knowledge of Halliburton and its business. Robert A. Malone Age: 64 Director Since: 2009 Halliburton Committees: Compensation; Health, Safety and Environment (Chair) Mr. Malone has been the Executive Chairman, President and Chief Executive Officer of First Sonora Bancshares, Inc. since 2014. Previously, Mr. Malone served as the President and Chief Executive Officer of The First National Bank of Sonora, Texas (a community bank owned by First Sonora Bancshares, Inc.) from 2009 to 2014. Mr. Malone was also an Executive Vice President of BP plc and Chairman of the Board and President, BP America Inc. (one of the nation’s largest producers of oil and natural gas) from 2006 to 2009. Mr. Malone is the Non-Executive Chairman of the Peabody Energy Company (since 2016) and director (since 2009), and director of Teledyne Technologies Incorporated (since 2015). The Board determined that Mr. Malone should be nominated for election as a Director because of his industry expertise and his executive leadership experience, including crisis management and safety performance. J. Landis Martin Age: 70 Director Since: 1998 Halliburton Committees: Health, Safety and Environment; Nominating and Corporate Governance Mr. Martin is the founder of Platte River Equity (a private equity firm) and has served as its Managing Director since 2005. Previously, Mr. Martin was the Chairman, from 1989 to 2005, and Chief Executive Officer, from 1995 to 2005, of Titanium Metals Corporation. Mr. Martin serves as our Lead Independent Director. Mr. Martin is the Lead Director of Apartment Investment and Management Company (director since 1994), the Chairman of Crown Castle International Corporation (since 2002) and director (since 1999), and the Lead Director of Intrepid Potash, Inc. (since 2008). The Board determined that Mr. Martin should be nominated for election as a Director because of his industry expertise, his executive and board leadership experience, and his knowledge of our operations. HALLIBURTON - 2016 Proxy Statement 11 Back to Contents MILTON CARROLL Age 68 Director since: 2006 INDEPENDENT Professional Experience: •  Executive Chairman of the Board of CenterPoint Energy, Inc. (a public utility holding company) since 2013. In that role, Mr. Carroll’s primary function is to provide leadership for the CenterPoint Board and to coordinate its activities. •  Non-Executive Chairman of the Board of CenterPoint Energy, Inc. from 2002 to 2013 Skills and Expertise: The Board determined that Mr. Carroll should be nominated for election as a Director because of his public company board experience, corporate governance expertise, and knowledge of the oil and gas services industry. The Board also determined that Mr. Carroll’s duties as Chairman of CenterPoint do not impede his ability to fulfill his responsibilities as a Director. Other Company Directorships: •  Western Gas Holdings, LLC, the general partner of Western Gas Partners L.P. (since 2008) •  Chairman of Health Care Service Corporation (since 2002) Former Directorships in the Past 5 Years: •  LRE GP, LLC, the general partner of LRR Energy, L.P. (2011-2014) •  LyondellBasell Industries (2010-2016)   NANCE K. DICCIANI Jeffrey A. MillerAge 71 Director since: 2009 INDEPENDENT Professional Experience: •  Non-Executive Chair of the Board of AgroFresh Solutions, Inc. (a global leader in advanced proprietary technologies for the horticultural market) since 2015 •  Interim Co-Principal Executive Officer of AgroFresh Solutions, Inc. from March 2016 to October 2016 •  President and Chief Executive Officer of Honeywell International Specialty Materials (a diversified technology and manufacturing company) from 2001 to 2008 Age: 52 Skills and Expertise: The Board determined that Ms. Dicciani should be nominated for election as a Director Since: 2014because of her technical expertise in the chemical industry, international operations expertise, and executive experience as a chief executive officer of a multi-billion dollar strategic business group of a major multinational corporation. Mr. Miller has been our President and a Director since 2014. Mr. Miller was our Executive Vice President and Chief Operating Officer from 2012 to 2014. Mr. Miller also served as Senior Vice President Global Business Development and Marketing from 2011 to 2012. Mr. Miller is a director of Atwood Oceanics, Inc. (since 2013). The Board determined that Mr. Miller should be nominated for election as a Director because of his strong executive experience, and extensive expertise in global operations, business development, and marketing. Other Company Directorships: •  LyondellBasell Industries (since 2013) •  Linde plc (since 2018) Former Directorships in the Past 5 Years: •  Rockwood Holdings, Inc. (2008-2014) •  Praxair, Inc. (2008-2018)   Debra L. Reed Age: 59 Director Since: 2001 Halliburton Committees: Compensation; Nominating and Corporate Governance (Chair) Ms. Reed has been the Chief Executive Officer of Sempra Energy (an energy infrastructure and regulated holding company) since 2011 and has served as Chairman of the Board of Sempra Energy since 2012. Previously, Ms. Reed was the Executive Vice President of Sempra Energy from 2010 to 2011, and the President and Chief Executive Officer of Southern California Gas Company, and San Diego Gas & Electric Company from 2006 to 2010. Ms. Reed is a director of Caterpillar (since 2015) and is a former director of Avery Dennison Corporation (2009-2011). The Board determined that Ms. Reed should be nominated for election as a Director because of her executive, operational, financial, and administrative expertise, and her experience as an independent director on public company boards. MURRY S. GERBER Age 66 Director since: 2012 INDEPENDENT   Professional Experience: •  Retired Executive Chairman of the Board of EQT Corporation (a leading producer of unconventional natural gas) •  Executive Chairman of the Board of EQT Corporation from 2010 to 2011 •  Chairman and Chief Executive Officer of EQT Corporation from 2000 to 2010 •  Chief Executive Officer and President of EQT Corporation from 1998 to 2007 Skills and Expertise: The Board determined that Mr. Gerber should be nominated for election as a Director because of his executive leadership skills and extensive business experience in the energy industry and domestic unconventional oil and natural gas basins. Other Company Directorships: •  BlackRock, Inc. (since 2000) •  United States Steel Corporation (since 2012) Former Directorships in the Past 5 Years: •  None   www.halliburton.com   HALLIBURTON  - 2016 |  2019Proxy Statement12 12 Back to Contents PATRICIA HEMINGWAY HALL Age 66 Director since: 2019 INDEPENDENT Professional Experience: •  Retired President and Chief Executive Officer of Health Care Service Corporation (nation’s largest mutual health insurance company which operates five Blue Cross and Blue Shield Plans) •  Chief Executive Officer of Health Care Service Corporation from 2008 to 2015 •  President of Health Care Services Corporation from 2007 to 2015 Skills and Expertise: The Board determined that Ms. Hall should be nominated for election as a Director because of her executive leadership skills, business experience, public company board experience, and substantial corporate governance experience. Other Company Directorships: •  ManpowerGroup Inc. (since 2011) •  Cardinal Health, Inc. (since 2013) •  Celgene Corporation (since 2018) Former Directorships in the Past 5 Years: •  None ROBERT A. MALONE Age 67 Director since: 2009 INDEPENDENT Professional Experience: •  Executive Chairman, President and Chief Executive Officer of First Sonora Bancshares, Inc. (a bank holding company) since 2014 •  Executive Chairman, President and Chief Executive Officer of The First National Bank of Sonora, Texas (a community bank owned by First Sonora Bancshares, Inc.) since 2009 •  Executive Vice President of BP plc, and Chairman of the Board and President, BP America Inc. (one of the nation’s largest producers of oil and natural gas) from 2006 to 2009 Skills and Expertise: The Board determined that Mr. Malone should be nominated for election as a Director because of his energy industry expertise and executive leadership experience, including crisis management and safety performance. Other Company Directorships: •  Non-Executive Chairman of the Board of Peabody Energy Corporation (since 2016) and director (since 2009) •  Teledyne Technologies Incorporated (since 2015) •  BP Midstream Partners GP LLC, the general partner of BP Midstream (since 2017) Former Directorships in the Past 5 Years: •  None JEFFREY A. MILLER Age 55 Director since: 2014 CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER Professional Experience: •  Chairman of the Board since 2019 •  President and Chief Executive Officer of Halliburton since 2017 and Director since 2014 •  President of Halliburton from 2014 to 2017 •  Executive Vice President and Chief Operating Officer of Halliburton from 2012 to 2014 Skills and Expertise: The Board determined that Mr. Miller should be nominated for election as a Director because of his energy industry expertise, executive and business development experience, and in-depth knowledge of Halliburton’s global operations. Other Company Directorships: •  None Former Directorships in the Past 5 Years: •  Atwood Oceanics, Inc. (2013-2017) HALLIBURTON  |  2019Proxy Statement13 Back to Contents DIRECTORS’ COMPENSATIONDirectors’Compensation   Directors’ Fees   All non-employeenon-management Directors receive an annual retainer of $115,000.$115,000, which remains unchanged since 2014. The Lead Independent Director receives an additional annual retainer of $25,000$30,000, and the chairpersonchair of each committee alsoCommittee receives an additional annual retainer for serving as chair as follows: Audit - $20,000;$25,000; Compensation –- $20,000; Health, Safety and Environment - $15,000;-$15,000; and Nominating and Corporate Governance - $15,000. Non-employeeNon-management Directors are permitted to defer all or part of their fees under the Directors’ Deferred Compensation Plan described below.Plan.   Directors’ Equity Awards   Each non-employee Director receivesAll non-management Directors receive an annual equity award with a value of approximately $185,000, which remains unchanged since 2014, consisting of restricted stock units (RSUs), each of which represents the right to receive a share of common stock at a future date. The actual number of RSUs is determined by dividing $185,000 by the average of the closing price of our common stock on the NYSE on each business day during the month of July. These annual awards are made on or about the first day of August of each year.August. The value of the award may be more or less than $185,000 based on the closing price of our common stock on the NYSE on the date of the award in August. Non-employeeaward. Non-management Directors are permitted to defer all of their RSUs under the Directors’ Deferred Compensation Plan. Additionally, when a non-employee Director first joins the Board, he or she receives an equity award shortly thereafter of RSUs equal to a pro-rated value of the annual equity award of $185,000. The factor used to determine the pro-rated award is the number of whole months of service from the beginning of the month in which Board service begins to the following first of August divided by 12. The number of RSUs awarded is determined by dividing the pro-rated award amount by the average of the closing price of our common stock on the NYSE on each business day during the month immediately preceding the Director joining the Board.   Directors may not sell, assign, pledge, otherwise transfer, or encumber restricted shares (which were previously granted to non-employeenon-management Directors) or RSUs until the restrictions are removed. Restrictions on RSUs lapse 25% a year over four years of service with the applicable underlying shares of common stock distributed annually to the non-employeenon-management Director unless the Director elected to defer receipt of theirthe shares under the Directors’ Deferred Compensation Plan. Except as provided in the next sentence, ifIf a non-employeenon-management Director has a separation of service from the Board before completing four years of service sincefrom the applicable award date, any unvested RSUs would be forfeited.forfeited, unless the Board determines to accelerate vesting. Restrictions on restricted shares and RSUs lapse following termination of Board service only under specified circumstances, which may include subject to the Board’s discretion, death or disability, retirement under the Director mandatory retirement policy, or early retirement after at least four years of service.   During the restriction period, Directors have the right to (i) vote restricted shares, but not shares underlying RSUs, and (ii) receive dividends or dividend equivalents in cash on restricted shares and RSUs that arehave not subject to a deferral election.been deferred. RSUs that are subject to a deferral electionhave been deferred receive dividend equivalents under the Directors’ Deferred Compensation Plan.   Directors’ Deferred Compensation Plan   The Directors’ Deferred Compensation Plan is a non-qualifiednonqualified deferred compensation plan and participation is completely voluntary. Under the plan, non-employeenon-management Directors are permitted to defer all or part of their retainer fees and all of the shares of common stock underlying their RSUs when they vest. If a non-employeenon-management Director elects to defer retainer fees under the plan, then the Director may elect to have his or her deferred fees accumulate under an interest bearinginterest-bearing account or translate on a quarterly basis into Halliburton common stock equivalent units (SEUs) under a stock equivalents account. If a non-employeenon-management Director elects to defer receipt of the shares of common stock underlying his or her RSUs when they vest, then those shares are retained as deferred RSUs under the plan. The interest bearinginterest-bearing account is credited quarterlydaily with interest at the prime rate of Citibank, N.A. The stock equivalents accountSEUs and deferred RSUs are credited quarterly with dividend equivalents based on the same dividend rate as Halliburton common stock and those amounts are translated into additional SEUs or RSUs, respectively.   HALLIBURTON - 2016 Proxy Statement 13 Back to Contents After a Director’s retirement, distributions under the plan are made to the Director in a single distribution or in annual installments over a 5- or 10-year period as elected by the Director. Distributions under the interest bearinginterest-bearing account are made in cash, while distributions of SEUs under the stock equivalents account and deferred RSUs are made in shares of Halliburton common stock. Ms.Mses. Dicciani Ms.and Reed, and Messrs. Al Khayyal, Bennett, Boyd, and Carroll and Jum’ah have elected to defer all or part of theirdeferred retainer fees under the plan,plan. Mses. Dicciani and Ms. Dicciani, Ms. Reed, and Messrs. Al Khayyal, Albrecht, Bennett, Boyd, Carroll, Grubisich, Jum’ah, and Martin have elected to defer all of theirdeferred RSUs under the plan. Mr. Abdallah S. Jum’ah retired from the Board on May 20, 2015.   www.halliburton.com   HALLIBURTON  |  2019Proxy Statement14 Back to Contents Directors’ Stock Ownership Requirements   We have stock ownership requirements for all non-employeenon-management Directors to further align their interests with our stockholders.shareholders. As a result, all non-employeenon-management Directors are required to own Halliburton common stock in an amount equal to or in excess of the greater of (A) the cash portion of the Director’s annual base retainer for the five-year period beginningin effect on the date the non-management Director is first elected to the Board multiplied by five or (B) $500,000. The Nominating and Corporate Governance Committee reviews the holdings of all non-employeenon-management Directors, which include restricted shares, other Halliburton common stock, and RSUs owned by the Director, at each May meeting. Each non-employeenon-management Director has five years to meet the requirements, measured from the date he or she is first elected to the Board. Each non-employeenon-management Director currently meets the stock ownership requirements or is on track to do so within the requisite five-year period.   Director Clawback Policy   We have a clawback policy under which we will seek, in all appropriate cases, to recoup incentive compensation paid to, awarded to, or credited for the benefit of a Director, if and to the extent that:   • it is determined that, in connection with the performance of that Director’s duties, he or she substantially participated in a breach of abreached his or her fiduciary duty arising fromby knowingly or recklessly engaging in a material violation of a U.S. federal or state law, or recklessly disregarded his or her duty to exercise reasonable oversight; or     • the Director is named as a defendant in a law enforcement proceeding for having substantially participated in a breach of abreached his or her fiduciary duty arising fromby knowingly or recklessly engaging in a material violation of a U.S. federal or state law, the Director disagrees with the allegations relating to the proceeding, and either (A) we initiate a review and determine that the alleged action is not indemnifiable or (B) the Director does not prevail at trial, enters into a plea arrangement, agrees to the entry of a final administrative or judicial order imposing sanctions, or otherwise admits to the violation in a legal proceeding.   Depending on the circumstances described above, theThe disinterested members of the Board and the disinterested members of the Compensation Committee and/or the disinterested members ofand the Nominating and Corporate Governance Committee may be involved in reviewing, considering, and making determinations regarding the Director’s alleged conduct, whether recoupment is appropriate or required, and the type and amount of incentive compensation to be recouped from the Director.   The policy also provides that, to the extent permitted by applicable law and not previously disclosed in a filing with the SEC, we will disclose in our proxy statement the circumstances of any recoupment arising under the policy or that there has not been any recoupment pursuant to the policy for the prior calendar year. There was no recoupment under the policy in 2015.2018.   HALLIBURTON - 2016 Proxy Statement 14 Back to Contents Charitable Contributions and Other Benefits   Matching Gift Programs   To further our support for charities, Directors may participate in the Halliburton Foundation’s matching gift programs for educational institutions, not-for-profit hospitals, and medical foundations. For each eligible contribution, the Halliburton Foundation makes a contribution of 2.25 times the amount contributed by the Director, subject to approval by its Trustees. The maximum aggregate of all contributions each calendar year by a Director eligible for matching is $50,000, resulting in a maximum aggregate amount contributed annually by the Halliburton Foundation in the form of matching gifts of up to $112,500 for any Director who participates in the programs. Neither the Halliburton Foundation nor we have made a charitable contribution, within the preceding three years, to any charitable organization in which a Director serves as an employee or an immediate family member of the Director serves as an executive officer that exceeds in any single year the greater of $1 million or 2% of such charitable organization’s consolidated gross revenues.   Accidental Death and Dismemberment   We offer an optional accidental death and dismemberment policy for non-employeenon-management Directors for individual coverage or family coverage with a benefit per Director of up to $250,000 and lesser amounts for family members. Ms. Dicciani and Messrs. Carroll, Gerber, and Malone elected individual coverage at a cost of $99$184 annually. Messrs. Al Khayyal, Albrecht, Grubisich, and Martin elected family coverage at a cost of $159$207 annually. These premiums are included in the All Other Compensation column of the 20152018 Director Compensation table for those who participate.   HALLIBURTON  - 2016 |  2019Proxy Statement15 15 Back to Contents 20152018 Director Compensation   Name   Fees Earned or Paid in Cash ($)   Stock Awards ($)   Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)   All Other Compensation ($)   Total ($) Fees Earned or Paid in Cash ($) Stock Awards ($) Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) All Other Compensation ($) Total ($) Abdulaziz F. Al Khayyal   115,000   178,694   0   3,529   297,224 115,000 177,535 0 16,351 308,886 William E. Albrecht 115,000 177,535 0 8,200 300,735 Alan M. Bennett   135,000   178,694   0   152,727   466,422 140,000 177,535 0 170,294 487,829 James R. Boyd   133,063   178,694   0   201,766   513,524 135,000 177,535 0 254,049 566,584 Milton Carroll   115,000   178,694   0   42,105   335,799 119,484 177,535 0 55,511 352,530 Nance K. Dicciani   115,000   178,694   0   139,610   433,304 124,349 177,535 0 152,931 454,815 Murry S. Gerber   115,000   178,694   0   120,328   414,022 115,000 177,535 0 9,150 301,685 José C. Grubisich   115,000   178,694   0   7,526   301,220 Abdallah S. Jum’ah(1)   44,547   0   0   13,689   58,236 José C. Grubisich(1) 115,000 177,535 0 17,361 309,896 Robert A. Malone   130,000   178,694   0   129,575   438,269 139,339 177,535 0 130,897 447,771 J. Landis Martin(2)   140,000   178,694   0   148,067   466,762 54,524 177,535 0 135,184 367,243 Debra L. Reed(3)   130,000   178,694   0   155,821   464,516 91,141 177,535 0 159,958 428,634 (1) Mr. Jum’ahGrubisich resigned from the Board on January 17, 2019. (2) Mr. Martin retired from the Board on May 20, 2015.16, 2018. (3) Ms. Reed retired from the Board on September 12, 2018.   Fees Earned or Paid In Cash.The amounts in this column represent retainer fees earned in fiscal year 2015,2018, but not necessarily paid in 2015.2018. Refer to the section Directors’ Fees for information on annual retainer fees.   Stock Awards.The amounts in the Stock Awards column reflect the grant date fair value of RSUs awarded in 2015.2018. We calculate the fair value of equity awards by multiplying the number of RSUs granted by the closing stock price as of the award’s grant date.   The number of restricted shares, RSUs, and SEUs held at December 31, 20152018, by non-employeenon-management Directors are:   Name   Restricted Shares   RSUs   SEUs   Restricted Shares   RSUs   SEUs Abdulaziz F. Al Khayyal   0   6,976   0   0   20,351   5,537 William E. Albrecht   0   13,373   0 Alan M. Bennett   25,236   16,422   19,136   25,236   30,293   30,133 James R. Boyd   25,236   16,422   32,709   25,236   30,293   37,636 Milton Carroll   20,271   16,422   24,350   20,271   30,293   31,393 Nance K. Dicciani   14,843   16,422   10,733   14,843   29,063   14,031 Murry S. Gerber   2,000   9,527   0   2,000   10,626   0 José C. Grubisich   0   12,593   0   0   26,263   0 Robert A. Malone   14,843   9,527   0   14,843   10,626   0 J. Landis Martin   35,162   16,422   0   0   21,640   0 Debra L. Reed   33,562   16,422   13,859   0   30,293   22,627   Change in Pension Value and Nonqualified Deferred Compensation Earnings.None of the Directors had a change in pension value or nonqualified deferred compensation earnings that represented above market earnings in 2015.2018.   All Other Compensation.This column includes compensation related to the matching gift programs under the Halliburton Foundation, the Accidental Death and Dismemberment program, dividends or dividend equivalents in cash on restricted shares or RSUs, and dividend equivalents associated with the Directors’ Deferred Compensation Plan.   Directors who participated in the matching gift programs under the Halliburton Foundationprogram and the corresponding match provided by the Halliburton Foundation in 2018 are: Mr. Bennett - $112,500; Mr. Boyd - $151,875;$189,113; Ms. Dicciani - $112,500; Mr. Gerber - $112,500; Mr. Malone - $112,500; Mr. Martin - $112,500; and Ms. Reed - $112,500. The amounts reflected indicate matching payments made by the Halliburton Foundation in 2015. Because of differences between the time when the Director makes the charitable contribution and the time when the Halliburton Foundation makes the matching payment, amounts paid by the Halliburton Foundation may apply to contributions made by the Directors in both 20142017 and 20152018 and the amounts shown may exceed $112,500 in those instances.   www.halliburton.com   HALLIBURTON  |  2019Proxy Statement16 Back to Contents Directors who participated in the Accidental Death and Dismemberment program and incurred imputed income for the benefit amount of $99$184 for individual coverage and $159$207 for family coverage are: Mr. Al Khayyal - $159;$207; Mr. Carroll- $99;Albrecht - $207; Mr. Carroll - $184; Ms. Dicciani - $99;$184; Mr. Gerber - $99;$184; Mr. Grubisich - $159;$207; Mr. Malone -$99;- $184; and Mr. Martin - $159.$207.   Directors who received dividends or dividend equivalents in cash on restricted shares or RSUs held on Halliburton record dates are: Mr. Bennett - $18,170; Mr. Boyd - $18,170; Mr. Carroll - $14,595; Ms. Dicciani - $10,687;$14,896; Mr. Gerber - $7,729; Mr. Jum’ah - $3,285;$8,966; Mr. Malone - $16,976;$18,213; Mr. Martin - $25,317;$7,098; and Ms. Reed - $24,165.$12,082.   Directors who received dividend equivalents attributable to their stock equivalents account under the Directors’ Deferred Compensation Plan are: Mr. Al Khayyal - $3,192; Mr. Bennett - $11,965;$19,605; Mr. Boyd - $21,629;$26,748; Mr. Carroll - $17,319;$20,714; Ms. Dicciani - $6,232; Mr. Jum’ah - $1,919;$9,972; and Ms. Reed - $9,065.$15,357.   Directors who received dividend equivalents attributable to their deferred RSUs under the Directors’ Deferred Compensation Plan are: Mr. Al Khayyal - $3,370;$12,953; Mr. Albrecht - $7,994; Mr. Bennett - $10,092;$20,019; Mr. Boyd - $10,092;$20,019; Mr. Carroll - $10,092;$20,019; Ms. Dicciani - $10,092;$15,380; Mr. Grubisich - $7,367; Mr. Jum’ah - $8,485;$17,154; Mr. Martin - $10,092;$15,380; and Ms. Reed - $10,092.$20,019.   HALLIBURTON  - 2016 |  2019Proxy Statement17 16 Back to Contents STOCK OWNERSHIP INFORMATIONStock OwnershipInformation   Section 16(a) Beneficial Ownership Reporting Compliance   Section 16(a) of the Securities Exchange Act of 1934 requires our Directors and executive officers to file reports of holdings and transactions in Halliburton stock with the SEC and the NYSE.SEC. Based on our records and other information, we believe that in 20152018 our Directors and our officers who are subject to Section 16 met all applicable filing requirements.   Stock Ownership of Certain Beneficial Owners andManagement   The following table sets forth beneficial ownership information about persons or groups that own or have the right to acquire more than 5% of our common stock, based on information contained in Schedules 13G filed with the SEC.     Amount and     Percent Name and Address   Nature of     of of Beneficial Owner   Beneficial Ownership     Class Name and Address of Beneficial Owner   Amount and Nature of Beneficial Ownership     Percent of Class BlackRock, Inc.     47,769,977 (1)        5.6%     61,926,439 (1)      7.10 % 55 East 52ndStreet, New York, NY 10055                               The Vanguard Group     50,057,676 (2)        5.8%     65,678,351 (2)    7.49 % 100 Vanguard Blvd, Malvern, PA 19355                               (1) BlackRock, Inc. is a parent holding company and is deemed to be the beneficial owner of 47,769,97761,926,439 shares. BlackRock has sole power to vote or to direct the vote of 40,822,03753,684,760 shares and has sole power to dispose or to direct the disposition of 47,722,998 shares. BlackRock has shared power to vote or to direct the vote, and shared power to dispose or to direct the disposition of 46,97961,926,439 shares. (2) The Vanguard Group is an investment adviser and is deemed to be the beneficial owner of 50,057,67665,678,351 shares. The Vanguard Group has sole power to vote or to direct the vote of 1,578,3171,072,388 shares and has sole power to dispose or to direct the disposition of 48,380,90464,383,053 shares. The Vanguard Group has shared power to vote or to direct the vote of 85,200234,127 shares and has shared power to dispose or to direct the disposition of 1,676,7721,295,298 shares.   www.halliburton.com   HALLIBURTON  |  2019Proxy Statement18 Back to Contents The following table sets forth information, as of March 11, 2016,7, 2019, except as noted below, regarding the beneficial ownership of our common stock by each Director, each Named Executive Officer, and by all Directors and executive officers as a group.       Amount and Nature of Beneficial Ownership   Amount and Nature of Beneficial Ownership Name of Beneficial Owner or Number of Persons in Group     Sole Voting and Investment Power(1), (2)       Shared Voting or Investment Power       Percent of Class   Sole Voting and Investment Power(1)     Shared Voting or Investment Power     Percent of Class   Abdulaziz F. Al Khayyal     0               *     0               *   William E. Albrecht     8,000               *   M. Katherine Banks     0               *   Alan M. Bennett     27,236               *     27,236               *   James R. Boyd     47,236               *     47,236               *   James S. Brown     472,868               *     430,074 (2)              *   Milton Carroll     20,271               *     20,271               *   Nance K. Dicciani     19,843               *     20,922               *   Christian A. Garcia     86,373               * Murry S. Gerber     41,820               *     64,836               *   José C. Grubisich     0               * Patricia Hemingway Hall     0               *   David J. Lesar     1,192,514       98,570 (3)      *     1,492,716 (3)      156,754 (4)      *   Lance Loeffler     123,242               *   Robert A. Malone     21,248               *     32,816               *   J. Landis Martin     96,764 (4)              * Jeffrey A. Miller     469,254               *     894,438               *   Joe D. Rainey     312,014               *     498,029               *   Debra L. Reed     33,562       500 (5)      * Shares owned by all current Directors and executive officers as a group (21 persons)   3,915,860               * Christopher T. Weber     64,105 (5)              *   Shares owned by all current Directors and executive officers as a group (24 persons)     5,361,654               *     * Less than 1% of shares outstanding. HALLIBURTON - 2016 Proxy Statement 17 Back to Contents (1) The table includes shares of common stock eligible for purchase pursuant to outstanding stock options within 60 days of March 11, 20167, 2019, for the following: Mr. Brown – 176,868; Mr. Garcia – 27,267;333,158; Mr. Lesar – 610,101;1,054,268; Mr. Loeffler – 61,431; Mr. Miller – 130,800;359,168; Mr. Rainey – 102,667;258,234; and sixeight unnamed executive officers – 460,025.823,704. Until the options are exercised, these individuals will not have voting or investment power over the underlying shares of common stock, but will only have the right to acquire beneficial ownership of the shares through exercise of their respective options. The table also includes restricted shares of common stock over which the individuals have voting power but no investment power. (2) The table does not include 108,743 restricted stock units (RSUs) held by non-employee Directors or stock equivalent units (SEUs) held by non-employee Directors under the Directors’ Deferred Compensation Plan for the following (RSUs/SEUs): Mr. Al Khayyal – 6,976 / 0; Mr. Bennett – 16,422 / 19,136; Mr. Boyd – 16,422 / 32,709; Mr. Carroll – 16,422 / 24,350; Ms. Dicciani – 16,422 / 10,733; Mr. Gerber – 9,527 / 0; Mr. Grubisich – 12,593 / 0; Mr. Malone – 9,527 / 0; Mr. Martin – 16,422 / 0; and Ms. Reed – 16,422 / 13,859.Brown. Until the underlying shares of common stock, where applicable, are distributed with respect to the RSUs, or SEUs, non-employee Directors willhe does not have voting or investment power over such shares. No shares of common stock with respect to RSUs will be distributed within 60 days of March 11, 2016, unless the Board in its discretion vests the RSUs upon a non-employee Director’s separation of service from the Board. No shares of common stock with respect to SEUs will be distributed within 60 days of March 11, 2016, because such shares are distributed in January of the year following the year the non-employee Director has a separation of service from the Board. (3) Mr. Lesar retired December 31, 2018. The table reflects his beneficial ownership as of that date. (3)(4) Shares held by Mr. Lesar’s spouse. Mr. Lesar disclaims the beneficial ownership of these shares. (4) Includes 61,602 shares held by Martin Enterprises LLC. Mr. Martin is the sole manager, and Mr. Martin and trusts (of which Mr. Martin is the sole trustee) formed solely for the benefit of his children, are the sole members of Martin Enterprises LLC. (5) Shares held by Ms. Reed’s spouse in an Individual Retirement Account.Mr. Weber’s employment ended November 9, 2018. The table reflects his beneficial ownership as of that date.   HALLIBURTON  - 2016 |  2019Proxy Statement19 18 Back to Contents PROPOSAL NO. 2   RATIFICATION OF THE SELECTION OF AUDITORS Proposal No. 2 Ratification of Selection of Principal Independent Public Accountants   The Audit Committee is responsible for the appointment, compensation, retention, and oversight of the work, and evaluation of the principal independent public accountants retained to audit our financial statements. The Audit Committee and Board have approved the appointmentselection of KPMG LLP as our principal independent public accountants to examine our financial statements and books and records for the year endingended December 31, 2016,2019, and a resolution will be presented at the Annual Meeting to ratify this appointment.selection. Representatives of KPMG are expected to be present at the Annual Meeting and be available to respond to appropriate questions from shareholders.   KPMG began serving as our principal independent public accountants for the year ended December 31, 2002. The current appointment was made based on a careful review by the Audit Committee routinely reviews the performance and retention of KPMG’s qualification to continue to serve asour independent public accountants, for us, including an evaluation of service quality, the nature and extent of non-audit services, performed by KPMG and other factors required to be considered when assessing KPMG’s independence from Halliburton and its management. In order to assure continued auditor independence, theThe Audit Committee also periodically considers whether there should be a rotation of the principal independent public accountants. Further, in conjunction with the mandated rotation of the firm’s lead engagement partner, As we communicated to our shareholders last year, the Audit Committee decided to submit a request for proposal to several public accounting firms, including KPMG, to serve as our principal independent public accountants for the year ending December 31, 2019. We obtained proposals from three multinational professional services firms. After management and its Chairman are involved in the processAudit Committee considered the firms’ proposals and conducted thorough interviews of the firms, the Audit Committee determined to engage KPMG as our principal independent public accountants for selecting KPMG’s new lead engagement partner.the year ending December 31, 2019. The Audit Committee and Board believe that the continued retention of KPMG to serve as our principal independent public accountants for the year ended December 31, 2019, is in the best interests of Halliburton and our stockholders. Representatives of KPMG are expected to be present at the Annual Meeting, will have an opportunity to make a statement if they desire to do so, and are expected to be available to respond to appropriate questions from stockholders.shareholders.   The affirmative vote of the holders of a majority of the shares of our common stock represented at the Annual Meeting and entitled to vote on the matter is needed to approve the proposal.   If the stockholdersshareholders do not ratify the selection of KPMG, the Board will reconsider the selection of independent public accountants.   THE BOARD OF DIRECTORS RECOMMENDS AVOTE FORRATIFICATION OF THE APPOINTMENT OF KPMG LLP AS PRINCIPAL INDEPENDENT PUBLIC ACCOUNTANTS TO EXAMINE OUR FINANCIAL STATEMENTS AND BOOKS AND RECORDS FOR THE YEAR ENDING DECEMBER 31, 2019. The Board of Directors recommends a vote FOR ratification of the appointment of KPMG LLP as principal independent public accountants to examine our financial statements and books and records for the year ending December 31, 2016. www.halliburton.com   HALLIBURTON  - 2016 |  2019Proxy Statement20 19 Back to Contents AUDIT COMMITTEE REPORTAudit CommitteeReport   We operate under a written charter, a copy of which is available on Halliburton’s website atwww.halliburton.com.www.halliburton.com. As required by the charter, we review and reassess the charter annually and recommend any changes to the Board for approval.   Halliburton’s management is responsible for preparing Halliburton’s financial statements and the principal independent public accountants are responsible for auditing those financial statements. The Audit Committee’s role is to provide oversight of management in carrying out management’s responsibility and to appoint, compensate, retain, and oversee the work of, and evaluate the principal independent public accountants. The Audit Committee is not providing any expert or special assurance as to Halliburton’s financial statements or any professional certification as to the principal independent public accountants’ work.   In fulfilling our oversight role for the year ended December 31, 2015,2018, we:   • reviewed and discussed Halliburton’s audited financial statements with management;     • discussed with KPMG LLP, Halliburton’s principal independent public accountants, the matters required by Statement on Auditing Standards No. 61Standard 1301 relating to the conduct of the audit;     • received from KPMG the written disclosures and the letter required by the Public Company Accounting Oversight Board regarding KPMG’s independence; • evaluated KPMG’s service quality; and     • discussed with KPMG its independence and reviewed other matters required to be considered under Securities and Exchange Commission rules regarding KPMG’s independence.   Based on our: • review of the audited financial statements; • discussions with management; • discussions with KPMG; and • review of KPMG’s written disclosures and letter, the foregoing, we recommended to the Board that the audited financial statements be included in Halliburton’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015,2018, for filing with the Securities and Exchange Commission.   THE AUDIT COMMITTEE Alan M. Bennett James R. Boyd Nance K. Dicciani Murry S. Gerber José C. Grubisich   HALLIBURTON  - 2016 |  2019Proxy Statement21 20 Back to Contents FEES PAID TO Fees Paid toKPMG LLP   During 20152017 and 2014,2018, we incurred the following fees for services performed by KPMG LLP.     2015   2014   2017   2018   (In millions)   (In millions)   (In millions) Audit fees   $ 13.0     $ 11.8     $ 10.7   $ 11.8 Audit-related fees     0.2       0.5   0.2   0.2 Tax fees     3.6       3.7   0.9   0.3 TOTAL   $ 16.8     $ 16.0     $ 11.8   $ 12.3   Audit Fees   Audit fees represent the aggregate fees for professional services rendered by KPMG for the integrated audit of our annual financial statements for the fiscal years ended December 31, 20152017, and December 31, 2014.2018. Audit fees also include the audits of many of our subsidiaries in regards to compliance with statutory requirements in foreign countries and reviews of our financial statements included in the Forms 10-Q we filed during fiscal years 20152017 and 2014, audits performed in 2015 for businesses we propose to divest in conjunction with the pending Baker Hughes acquisition, and reviews of registration statements.2018.   Audit-Related Fees   Audit-related fees were incurred for assurance and related services that are traditionally performed by the independent auditor.public accountants. These services primarily include attestation engagements required by contractual or regulatory provisions and employee benefit plan audits.   Tax Fees   The aggregate fees for tax services primarily consisted of international tax compliance and tax return services related to our expatriate employees. In 2015,2017, tax compliance and preparation fees total $2.4$0.4 million and tax advisory fees total $1.2$0.5 million, and in 2014,2018, tax compliance and preparation fees total $2.4$0.2 million and tax advisory fees total $1.3$0.1 million.   Fee Approval Policies and Procedures   The Audit Committee has established a written policy that requires the approval by the Audit Committee of all services provided by KPMG as the principal independent public accountants that examine our financial statements and books and records and of all audit services provided by other independent public accountants. Prior to engaging KPMG for the annual audit, the Audit Committee reviews a Principal Independent Public Accountants Auditor Services Plan. KPMG then performs services throughout the year as approved by the Committee. KPMG reviews with the Committee, at least quarterly, a projection of KPMG’s fees for the year. Periodically, the Audit Committee approves revisions to the plan if the Committee determines changes are warranted. Our Audit Committee also considered whether KPMG’s provisionsprovision of tax services and all other fees as reported above are compatible with maintaining KPMG’s independence as our principal independent public accountants. All of the fees described above for services provided by KPMG to us were approved in accordance with the policy.   www.halliburton.com   HALLIBURTON  - 2016 |  2019Proxy Statement22 21 Back to Contents PROPOSAL NO. 3   ADVISORY APPROVAL OF EXECUTIVE COMPENSATION Proposal No. 3Advisory Approval of Executive Compensation   Pursuant to Section 14A of the Securities Exchange Act of 1934, our stockholdersshareholders are being presented with the opportunity to vote to approve, on an advisory (nonbinding) basis, the compensation of our named executive officersNamed Executive Officers (NEOs) as disclosed in this proxy statement. As approvedreaffirmed by our stockholdersshareholders at the 20112018 Annual Meeting of Stockholders,Shareholders, consistent with our Board’s recommendation, we are submitting this proposal for a non-binding vote on an annual basis.   As described in detail under Compensation Discussion and Analysis, our executive compensation programs areprogram is designed to attract, motivate, and retain our named executive officers,NEOs, who are critical to our success. Under these programs,the program, our named executive officersNEOs are rewarded for the achievement of specific annual, long-term, and strategic goals, corporate goals, and the realization of increased stockholdershareholder returns. Please read Compensation Discussion and Analysis for additional details about our executive compensation programs,program, including information about the fiscal year 20152018 compensation of our named executive officers.NEOs.   The Compensation Committee continually reviews the compensation programsprogram for our named executive officersNEOs to ensure the programs achieveprogram achieves the desired goals of aligning our executive compensation structure with our stockholders’shareholders’ interests and current market practices. We believe our executive compensation program achieves the following objectives identified inunder Compensation Discussion and Analysis:   • 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 comparator peer group; • Emphasize operating performance drivers; • Link executive pay to measures that drive stockholdershareholder returns; • Support our business strategies; and • Maximize the return on our human resource investment.   We are asking our stockholdersshareholders to indicate their support for our named executive officers’NEOs’ compensation as described in this proxy statement and ask that our stockholders vote “FOR” the following resolution at the Annual Meeting:   “RESOLVED, that the compensation paid to Halliburton’s named executive officers,Named Executive Officers, as disclosed in this proxy statement pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables, and narrative discussion, is hereby approved.”   The say-on-pay vote is advisory and, therefore, not binding on us, the Compensation Committeeour Board, or our Board.Compensation Committee. Our Board and our Compensation Committee value the opinions of our stockholders.shareholders. To the extent there is any significant vote against the named executive officers’NEOs’ compensation as disclosed in this proxy statement, the Compensation Committee will evaluate whether any actions are necessary to address those concerns.   THE BOARD OF DIRECTORS RECOMMENDS AVOTE FORTHE APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. The Board of Directors recommends a vote FOR the approval, on an advisory basis, of the compensation of our named executive officers. Compensation CommitteeReport   We have reviewed and discussed the Compensation Discussion and Analysis with Company management and, based on such review and discussion, we recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement. THE COMPENSATION COMMITTEE William E. Albrecht James R. Boyd Milton Carroll Murry S. Gerber Robert A. Malone HALLIBURTON  - 2016 |  2019Proxy Statement23 22 Back to Contents COMPENSATION DISCUSSION AND ANALYSISCompensation Discussionand Analysis   Introduction2018 CD&A At-A-Glance   In thisThis year’s Compensation Discussion and Analysis we review(CD&A) reviews the objectives and elements of Halliburton’s executive compensation program and discussdiscusses the 20152018 compensation earned by our Named Executive Officers, or NEOs. For 2015, It also explains the actions the Compensation Committee took based on its ongoing commitment to consider shareholder feedback and to ensure our NEOs were: Name   Age   Occupation   Since David J. Lesar   62   Chairman of the Board and Chief Executive Officer   2000 Christian A. Garcia   52   Senior Vice President, Finance and Acting Chief Financial Officer   2015 James S. Brown   61   President - Western Hemisphere   2008 Jeffrey A. Miller   52   President   2012 Joe D. Rainey   59   President - Eastern Hemisphere   2011 2015 Overviewsenior leadership team continues to deliver the reliable execution and industry-leading growth, margins, and returns that our shareholders expect. During 2018, we:   • Continued robust shareholder engagement, with a key focuson executive compensation matters Contacted shareholders representing more than 52%of our outstanding common stock to obtain their viewson our program. We outperformedmet with shareholders representingapproximately 31% of our peer group in 2015 in both North America and international revenue.outstanding common stock Increased Board involvement in shareholder engagement Members of the Compensation Committee, including theChair, participated in shareholder meetings • We generated $23.6 billion of revenue during 2015, a 28% decrease from 2014 as a result of the depressed crude oil pricing environment and its corresponding negative impact on activity and pricing.Discontinued special or one-time stock awards Determined that special or one-time grants will not bemade for internal promotions Approved new “double-trigger” change-of-control provisions Amended the Stock and Incentive Plan on February 13,2019, for future grants, subject to shareholder approval • As a result of the downturn in the energy marketEliminated other executive benefits and its corresponding impact on theperquisites Amended our business outlook, during 2015 we recorded company-wide charges related primarilypolicies to asset write-offseliminate other benefits and severance costs of approximately $2.2 billionperquisites that are not provided to help reduce our cost structure to mitigate the current market conditions. • In November 2015, we issued $7.5 billion aggregate principal amount of senior notes with the intention of using the net proceeds to finance a portion of the cash consideration of the pending Baker Hughes acquisition.all employees   Our business continued to strengthen in 2018 with the Company delivering year-over-year revenue growth in all of our 14 product service lines globally. We experienced a decline indelivered total company revenue and operating income during 2015, as compared to 2014, as a result of the depressed crude oil pricing environment and its corresponding negative impact on activity levels and pricing for our products and services. The industry experienced an unprecedented decline in North America stimulation activity during 2015, which significantly impacted our financial results. From its peak in November 2014 through December 31, 2015, the United States land rig count declined approximately 64%, which in turn has resulted in pricing pressure across the services industry. While we generated $23.6$24.0 billion, of revenue during 2015, a 28% decrease from the $32.9 billion of revenue generated in 2014, we outperformed our peer group in North America and internationally. We reported an operating loss of $165 million in 2015, as compared to operating income of $5.1$2.5 billion, and earnings per diluted share of $1.89. We also generated approximately $3.2 billion in 2014. This decrease was dueoperating cash flow, retired $400 million in debt, and returned over $1 billion to a declineour shareholders. The Company created shareholder value by generating earnings in activity and pricing in mostexcess of our product services lines, particularly stimulation activitycost of capital of $788 million in Cash Value Added (CVA) for 2018. Our Return on Capital Employed (ROCE) for the United States land market, as well asthree-year period ending December 31, 2018, was 0.73%, which positioned the Company above the 75thpercentile relative to our company-wide cost mitigation activities forperformance peer group. Additionally, our 2018 ROCE was greater than 10%, which we recorded $2.2 billion of impairments and other charges during 2015. These charges were recorded primarily as a result of the downturn in the energy market, and consisted of equipment write-offs, asset impairments, expenses and write-downs related to idle equipment, impairments of intangible assets, inventory write-downs, severance costs, country and facility closures, and other items. We took actions to reduceexceeded our cost structure, including a global headcount reduction of approximately 25% during 2015, to help mitigate the current market conditions that we are experiencing. We will continue to take further actions as required to adjust to market conditions. While the intensity and duration of the current market downturn is uncertain, we are continuing to execute oncapital. More information about our two-pronged strategy in the downturn. The first part is to control what we can control in the short term,2018 business achievements, and the second is to look beyondresulting compensation actions taken by the cycle and prepare for the recovery. We continue to believe in the strength of the long-term fundamentals of our business.Compensation Committee, are summarized below.   In March 2015, Halliburton and Baker Hughes Incorporated received stockholder approval for Halliburton’s proposal to issue shares of common stock as outlined in the merger agreement to purchase Baker Hughes. We have worked with the United States Department of Justice, European Commission and other competition enforcement authorities related to the acquisition to obtain approval of the transaction. In December 2015, the timing agreement with the Department of Justice expired without reaching an agreement and both companies have agreed to extend the time period for closing the transaction to no later than April 30, 2016. If review by the relevant competition authorities extends beyond April 30, 2016, the merger agreement does not terminate automatically; the parties may continue to seek relevant regulatory approvals or either of the parties may terminate the merger agreement.2018 Named Executive Officers   Name Age Occupation Jeffrey A. Miller(1) 55 Chairman, President and Chief Executive Officer Lance Loeffler(2) 42 Executive Vice President and Chief Financial Officer James S. Brown(3) 64 Former President - Western Hemisphere Joe D. Rainey 62 President - Eastern Hemisphere David J. Lesar(4) 65 Former Executive Chairman of the Board Christopher T. Weber(5) 46 Former Executive Vice President and Chief Financial Officer (1) Mr. Miller was appointed as Chairman of the Board effective January 1, 2019. (2) Mr. Loeffler was promoted to Chief Financial Officer on November 12, 2018. (3) Mr. Brown served as President – Western Hemisphere until February 1, 2019. (4) Mr. Lesar retired on December 31, 2018. (5) Mr. Weber resigned his position as our Chief Financial Officer effective November 9, 2018. www.halliburton.com   HALLIBURTON - 2016   |  2019Proxy Statement24 23 Back to Contents In November 2015, we issued $7.5 billion aggregate principal amount of senior notes. We intend to use the net proceeds of the offering for general corporate purposes, including financing a portion of the cash consideration component of our pending acquisition of Baker Hughes.Key Activities and Changes    Board Responsiveness to Shareholder Feedback   ResultsHalliburton has always maintained open communications with the shareholder community. Seeking feedback from our shareholders on a regular basis is a critical part of 2015 Advisory Vote on Executive Compensation In accordance with our stockholders’ preference, we submitapproach to managing our executive compensation program to an advisory vote annually. In 2015, our compensation program received the support of 72% of the total votes cast at our annual meeting. Following the annual meeting,program. During 2018, members of our executivesenior management team metparticipated in over 100 shareholder meetings and 18 conferences. We also engaged in targeted outreach with a numbernumerous shareholders to discuss corporate governance, executive compensation, and sustainability. Our current and incoming Compensation Committee chairs participated in this outreach effort with our major shareholders. This past year, following the 2018 Annual Meeting, we adjusted certain features of our large stockholders and discussed their concerns aboutprogram as part of our executive compensation program.commitment to respond to shareholder feedback: What we heard What we did Concern about the one-time stock awards granted in 2017 as part of our CEO succession plan   Eliminated special or one-time stock grants for internal promotions   We should eliminate the single-trigger vesting upon change-of-control     We are asking shareholders to approve amendments to our Stock   and Incentive Plan that will implement a double-trigger vesting   provision upon a change-of-control   Some executive perquisites were unnecessary   Eliminated several executive benefits/perquisites NEWLY IMPLEMENTED CHANGES • No special or one-time stock grants to any of the NEOs. There will be no special or one-time stock grants for internal promotions. This new practice was followed in the recent internal promotions of both our Chief Financial Officer in November 2018 and the President of the Western Hemisphere in February 2019 who received no special stock grants. • Adopted “double-trigger” vesting provisions. The Stock and Incentive Plan was amended on February 13, 2019, subject to shareholder approval, to implement a new double-trigger vesting provision upon a change-of-control. • Eliminated other executive benefits and perquisites that are not provided to all employees.The following table summarizes the changes: Executive Benefit/Perquisite Explanation Tax Gross Ups on Corporate Aircraft NEOs will no longer receive tax gross ups for personal use of Corporate Aircraft. Country Club Memberships Dues NEOs will no longer receive reimbursement for country club dues. Financial Planning NEOs will no longer receive reimbursement for financial planning expenses. Executive Physicals NEOs will no longer receive company-paid executive physicals.   The Compensation Committee determined that based onalso considers advice from its independent consultant, and continually reviews the feedback from our stockholders and the reduced support for our say on pay in 2015 as compared to 2014, we needed to make certain changes to our executive compensation program as well as provideto ensure alignment with our stockholders a better understanding ofshareholders’ interests, strategic goals, and current market practices. While continuing to emphasize performance-based pay, we have responded to shareholder feedback and made enhancements to our program over the framework and rationale for compensation decisions. Accordingly, we are:years, including:   • Providing a new section in Compensation Discussion and Analysis, Pay-For-Performance Analysis; and Modified our long-term incentive mix to more heavily weight it towards performance units. • IncreasingModified the metrics in our Performance Unit Program to 100% relative ROCE which measures our profitability and capital efficiency. • Increased the level of disclosure with regard to our target setting, metric selection rationale, and the associated payout calculation under our short- and long-term incentive plans.   Our ongoing, open dialogue with our shareholders helps ensure that the Board and management have a regular pulse on shareholder perspectives. It validates that our shareholders continue to be broadly supportive of the overall philosophy, objectives, and design of our program. It also gives us perspective on where we can make adjustments to improve and better explain our program. HALLIBURTON  |  2019Proxy Statement25 Back to Contents Performance Metrics Incentivize Shareholder Value Creation Through our shareholder outreach in 2018, the significant majority of shareholders with whom we spoke reiterated that they agree with our choice and the mix of absolute and relative performance measures in the incentive plans. They also expressed appreciation for how we described them during our outreach discussions: Short-term (annual) incentives depend on the achievement of two financial performance metrics – Net Operating Profit After Tax (NOPAT) and Capital Charge. Together, these metrics (captured as Cash Value Added (CVA)) measure how successfully we maximize profit while minimizing capital investments. Shareholders value this performance measure because it has both income statement and balance sheet metrics that are focused on our ability to manage cash and generate earnings, especially given our capital intensive cyclically-driven business. Long-term performance incentives depend on relative Return on Capital Employed (ROCE). ROCE measures our profitability, as well as our capital deployment efficiency, against our performance peer group. We have also modifiedconsistently receive positive feedback about the mix of equity in our long-term incentives, especially the use of ROCE as the primary performance measure in our long-term incentive program. Why CVA and ROCE? In making decisions about the executive compensation program, the Compensation Committee has historically approved the use of relevant absolute and relative financial metrics that reward profitable growth above the cost of capital. The current mix of performance metrics in our incentive plans strongly support our returns-focused strategy, which is intended to more heavily weight it towards performance units. Our Performance Unit Program now makes up 50% of total long-term incentivesachieve superior growth and returns for our NEOs.shareholders by delivering technology and services that improve efficiency and maximize recovery for our customers. Annual Incentives Cash Value Added (CVA) uses Net Operating Profit After Tax (NOPAT) and a Capital Charge. Long-Term Incentives Relative Return on Capital Employed (ROCE) incorporates Net Income and Capital Employed. CVA =NOPAT–Capital Charge ROCE = Net Income+after-tax interest expense Shareholders’ equity+Debt Balances two financial performance metrics, which measure how successfully we: 1) maximize profit while 2) minimizing capital investments. Is highly correlated to stock price performance over the long-term, applying drivers that management can directly influence. Is tightly correlated to stock price performance.   Is aligned with our strategy of delivering industry-leading returns across the business cycle. Drives behaviors that increase shareholder value. Reinforces the Company’s objective for sustained long-term performance and value creation. Measures how much additional value is created for shareholders as a return on their investment. Is tracked and understood by our shareholders. Provides our management team with clear line of sight to financial results. Eliminates the subjectivity inherent in setting long-term absolute targets in a cyclical industry. Provides our management team with clear line of sight to long-term financial results. www.halliburton.com HALLIBURTON  |  2019Proxy Statement26 Back to Contents 2018 Overview Our business further strengthened in 2018 as we continued to build for a longer industry recovery. We successfully maintained our global market share in 2018, which was accomplished by our investments in strategic growth areas and by competing in key markets as we continue to align our business with customers in the fastest growing market segments. Although the industry experienced headwinds in North America during the latter half of the year as a result of offtake capacity constraints and customer budget limitations, we believe these issues are temporary in nature. We continue to collaborate and engineer solutions to maximize asset value for our customers and to maximize returns for our shareholders. We are well prepared for the current market environment in order to deliver leading returns for our shareholders. As we have proven over the years and demonstrated in 2018, our differentiating technology, our people, our customer alignment, and our financial discipline position us well to thrive in any market condition. During the 2018 performance year, we delivered the following results: • We generated $24.0 billion of total company revenue, a 16% increase from 2017, with improvements across all of our product service lines globally. Additionally, our total company operating income was $2.5 billion during 2018. These results and improvements were primarily attributed to pressure pumping services, drilling activity, and artificial lift in North America, as well as drilling activity in the Eastern Hemisphere. • In our Completion and Production division, we capitalized on the market recovery in North America, delivering total year revenue growth of 22% and operating income growth of 40% year-over-year. • Our Drilling and Evaluation division delivered 6% revenue and 3% operating income improvement year-over-year, reflecting the emerging recovery in the international markets. • We continued our focus on delivering strong cash flow and returing capital to shareholders. We generated approximately $3.2 billion in operating cash flow, retired $400 million in debt, and returned over $1 billion to our shareholders through share repurchases and dividends. We delivered superior ROCE performance over the one-, three-, and five-year period ending December 31, 2018, relative to the Oilfield Services Index (OSX), our direct peers, and our performance peer group. The Committee believesdetails are depicted in the chart below: HALLIBURTON  |  2019Proxy Statement27 Back to Contents We delivered TSR over the three-, five-, and ten-year period ending December 31, 2018, that exceeded the TSR of the OSX, our direct peers, and our performance peer group. The details are depicted in the chart below: Our global revenue for the past two years outperformed the West Texas Intermediate (WTI) price of crude oil and the global rig count. www.halliburton.com HALLIBURTON  |  2019Proxy Statement28 Back to Contents Results of 2018 Advisory Vote on Executive Compensation In 2018, our compensation program closely alignsreceived the interestssupport of 43% of the total votes cast at our Annual Meeting. These results were disappointing and significantly below the support we have received in the past. In response, we contacted shareholders representing more than 52% of our outstanding common stock and met with approximately 31% of those shareholders. We solicited their feedback on company management withstrategy and performance, corporate governance, executive compensation, sustainability, and other topics. Their feedback was that although our stockholders’ interests.overall compensation program design is supported by our shareholders, the low vote we received in 2018 was largely attributable to the one-time stock awards granted in 2017 as part of our CEO succession plan. Based on this feedback, the Committee determined that there will be no more special one-time stock grants for internal promotions. This change and others we have implemented to our compensation program are described in Board Responsiveness to Shareholder Feedback on page 25.   Halliburton’sOur Executive Compensation Program Objectives and Practices   Our executive compensation program 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 competive pay levels with comparator peer group; • Emphasize operating performance drivers; • Link executive pay to measures that drive stockholdershareholder returns; • Support our business strategies; and • Maximize the return on our human resource investment.   These objectives serve to assure our long-term success and are built on the following compensation principles:Good Compensation Governance Practices At-A-Glance   •What We Do Executive compensation is managed from a total compensation perspective (i.e., base salary, short- and long-term incentives, and retirement are reviewed altogether). What We Don’t Do Use mix of relative and absolute financial metrics   • Each componentNo repricing of the total compensation package is analyzed in order to determine that compensation opportunities for our NEOs are competitive and market-driven.underwater stock options Place the majority of weight on performance-based, at-risk, long-term compensation   No excessive perquisites   • All elementsDeliver rewards that are based on the achievement of compensation are compared tolong-term objectives and the total compensation packagescreation of shareholder value No guaranteed bonuses or uncapped incentives   Maintain a clawback policy in the event of a comparatormaterial financial restatement or fraud No single trigger vesting upon a change of control (on new awards) Maintain robust executive and Director stock ownership requirements No excise tax gross-ups   Use an independent, external compensation consultant No hedging or pledging of company securities Benchmark against a relevant group of peer group, which includes both competitors and companies representing general industry that reflect the markets in which we compete for business and people. No buyout or exchange of underwater options Hold an annual say-on-pay vote No liberal share counting or recycling   HALLIBURTON - 2016   |  2019Proxy Statement29 24 Back to Contents Summary of our Executive Compensation PracticesCEO Pay: Reported vs. Realized   In reviewing executive compensation, the Compensation Committee considers the difference between total compensation as reported in the Summary Compensation Table (“reported pay”) and realized pay. Since Mr. Miller was appointed CEO in 2017, his realized pay was consistently lower than reported pay, demonstrating the “at-risk” nature of his compensation and our compensation program’s pay-for-performance design. In the illustration below, total realized compensation consisted of the following: Compensation Practice• Pursued at Halliburton? More informationbase salary paid; • cash incentive payouts under the Halliburton Annual Performance Pay for performance YES.The majority of our NEO compensation is performance based. p28Plan; Alignment between long-term objectives and • thecreation value realized upon exercise of stockholder value YES.Long-term incentives are at-risk and reward the achievement of value creation andperformance goals while aligning management with stockholders’ interests. p32stock options; Benchmarking against a relevant peer group• YES.The Compensation Committee reviews market data for peer group companies as wellas general industry surveys. p27value of restricted stock vested during the year; and Independent, External Compensation Consultant• YES.Pearl Meyer & Partners provides executive compensation consulting services to theCommittee. p27 Stock Ownership Requirements YES.Robust executive and director stock ownership requirements. p14 and 36 Hedging and Pledging Policy YES.Executives and directors are prohibited from hedging and pledging company stock,except for charitable donation purposes. p36 Clawback Policy YES.Our policy providesperformance-based award paid for the forfeiture, recovery, or reimbursement of incentive planawards. We also will report to stockholders if any clawback occurred. p14 and 35 Annual “Say on Pay” vote YES.Support of 72% of the total votes cast at our 2015 annual meeting. p24 Repricing of underwater stock options NO.We prohibit repricing. Exchange underwater options NO.We prohibit the buyout or exchange of underwater options. Liberal stock or option recycling NO.We prohibit liberal stock and option recycling. Excise-tax gross-ups NO.We do not provide for excise tax gross-ups. p45 Guaranteed bonuses or uncapped incentives NO.We do not provide guaranteed bonuses or uncapped incentives. year.   Elements of our Executive Compensation Program for Fiscal 20152018   Halliburton’s executive compensation program is composed of base salary, a short-term incentives,incentive, and long-term incentives, each of which is described below:     Reward Element Objective Key Features How Award Value is Determined 2018 Decisions FIXED Base Salary Compensates executives based on their responsibilities, experience, and skillset. Fixed element of compensation paid in cash. Benchmarked against a group of comparably sized corporations and industry peers. The Committee approved increases to base salary for three NEOs for 2018 to align their pay with the market median and for internal equity purposes. (Page 35) AT RISK Short-Term Incentive To motivate and incentivize performance over a one-year period. Award value and measures are reviewed annually. Targets are set at the beginning of the year. Performance is measured using two metrics: NOPATminusCapital Charge (captured as Cash Value Added (CVA)). Award values were targeted at the market median for 2018. (Page 35) Long-Term Incentives To motivate and incentivize sustained performance over the long-term. Aligns interests of our NEOs with long-term shareholders. Value is delivered 50% performance units; 35% restricted stock; and 15% stock options. Performance units are measured over three years against targets set at the beginning of the performance period. The 2018 performance units are measured against ROCE performance relative to performance peers. Restricted stock and stock options have time-based vesting and value is driven by our share price. Awards were targeted at the market median for 2018. (Page 36)   www.halliburton.com HALLIBURTON - 2016   |  2019Proxy Statement30 25 Back to Contents As illustrated below, the majority of our CEO’s and NEOs’ total direct compensation opportunity is performance-based, at-risk, and long-term. The graphs depict the mix of total target direct compensation set for our NEOs during 2015 and assumes plan performance levels are achieved.2018. (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. Setting Executive Compensation   Role of the Compensation Committee   ExecutiveThe Compensation Procedures OurCommittee oversees the executive compensation procedures guideprogram and has overall responsibility for making final decisions about total compensation for all of the actions takenNEOs, except for the CEO, which is set by the Compensationentire Board of Directors. As part of its annual process, the Committee or Committee.works closely with senior management (as appropriate) and its independent compensation consultant. This process ensures consistency from year to year and adherence to the responsibilities listed in the Committee’s Charter. The Committee reviews and approves total compensation annually,Charter, which includes: • Selecting and engaging an independent, external compensation consultant; • Identifying the comparator peer group companies; • Reviewing market datais available on benchmark positions; and • Reviewing performance results against operating plans and our comparator peer group. These procedures are used to make the final determination of total compensation for our NEOs. Our internal stock nomination process under the Halliburton Company Stock and Incentive Plan, or the Stock and Incentive Plan, ensures that all award grant dates are prospective and not retroactive. For NEOs, the grant date is the day the Committee determines annual compensation actions, generally in December of each year. However, awards may be approved by the Committee throughout the year as they determine, such as for retention or performance purposes. Exercise prices are set at the closing stock price on the date of the approved grant.website.   Role of the CEO in Setting Compensation   Mr. LesarThe CEO does not provide recommendations concerning his own compensation, nor is he present when his compensation is discussed by the Committee. The Committee, with input from its independent external compensation consultant, discusses the elements of his compensation in executive session and makes a recommendation to all of the non-employee members of the Boardnon-management Directors for discussion and final approval. At the Committee’s request, a member of our management team may attend the executive session to answer questions from the Committee.   Mr. Lesar does, however, assistThe CEO, with input from the Committee’s independent compensation consultant, assists the Committee in setting executive compensation for the other NEOs. He and the independent, external compensation consultant to the Committee are guided by our compensation principles. They also consider current business conditions.   The following recommendations are made to the Committee for each NEO:   • Base salary adjustments, taking into account comparator peer group data, and the NEO’s individual performance and role within the company. Company. • Performance measures, target goals, metrics, and awardreward schedules for short-term incentive opportunities under our performance pay plan,Annual Performance Pay Plan and Performance Unit Program, with performance targets being set relative to the projected business cycle and business plan. • Long-term incentiveRestricted stock and stock option awards made under the Stock and Incentive Plan, including developing and providing specific recommendations to the Committee on the aggregate number and types of shares to be awarded annually, reviewing the rationale and guidelines for annual stock awards, and recommending changes to the grant types, when appropriate. • Retirement awards, which are calculated by an external actuary, under the Halliburton Company Supplemental Executive Retirement Plan.Plan, or SERP.   HALLIBURTON- 2016   |  2019Proxy Statement31 26 Back to Contents Use of Independent Consultants and Advisors   The Committee engaged Pearl Meyer & Partners, or PM&P, as its independent external compensation consultant during 2015. PM&P provides only executive compensation consulting services to the Committee and2018. Pearl Meyer does not provide any other services to us. The primary responsibilities of the independent external compensation consultant were to:   • Provide the Committee with independent and objective market data; • Conduct compensation analysis; • Recommend potential changes to the comparator peer group and performance peer group; • Recommend plan design changes; • Advise on risks associated with compensation plans; and • Review and advise on pay programs and pay levels.   These services are provided as requested by the Committee throughout the year. Based on their review of our executive compensation program, Pearl Meyer concluded that our compensation plans do not appear to present any material risks to the Company or its shareholders in the design, metrics, interaction between incentive plans, or administration of the incentive plans.   Executive CompensationRole of Benchmarking, Peer Companies, and Market Data   The Committee regularly assesses the market competitiveness of the Company’s executive compensation program based on data from a comparator peer group. The companies comprising the comparator peer group are selected based on the following considerations:   • Market capitalization; • Revenue and number of employees; • Scope in terms of globalGlobal impact and reach; and • Industry affiliation.   Industry affiliation includes companies that are involved in the oil and natural gas and energy services industries. The comparator peer group is reviewed annually by the Committee to ensure relevance, with data provided to the Committee by the independent external compensation consultant. The Committee targets between 20 and 25 companies for our comparator peer group. Comparator Peer Group   The 20152018 comparator peer group was composed of specificthe following peer companies within the energy industry, as well as selected companies representing general industry. This peer group was utilized to determine market levels of total compensation for the 20152018 calendar year. The comparator peer group used for our 2015 compensation review, changed slightlyyear and was unchanged from the comparator peer group used for our 2014 compensation review. To modestly adjust the size of the comparator peer group for 2015 so that we were closer to the median in terms of revenue and market capitalization, the Committee removed Murphy Oil Corporation. Our 2015 comparator peer group consisted of the following companies:2017:   • 3M Company • Anadarko Petroleum Corporation • Apache Corporation • Baker Hughes Incorporated • Caterpillar Inc. • ConocoPhillips • Deere and Company • Emerson Electric Co. • Fluor • Hess Corporation •Anadarko Petroleum Corporation Honeywell International Inc. •Apache Corporation Johnson Controls Inc.International plc •Baker Hughes, a GE Company National Oilwell Varco, Inc. •Caterpillar Inc. Occidental Petroleum Corporation •ConocoPhillips Raytheon Co.Company •Deere and Company Schlumberger Ltd.Limited •Emerson Electric Co. Transocean Ltd. •Fluor Corporation Weatherford International Ltd.plc   HALLIBURTON- 2016 Proxy Statement 27 Back to Contents AnalysisBecause of Market Data Thevariances in market capitalization and revenue size among the companies comprising our comparator peer group, the market data is size adjusted by revenue as necessary so that it is comparable with our trailing 12 monthmonths revenue. We size adjust the total compensation benchmarking data because of variances in market capitalization and revenue size among the companies comprising our comparator peer group. These adjusted values are used as the basis of comparison ofto compare our executives’ compensation between our executives andto those of the comparator peer group.   Total executive compensation for each NEO is structured to target market competitive pay levels in base salary and short- and long-term incentive opportunities. We also place an emphasis on variable pay at risk, which enables this compensation structure to position actual pay above or below the 50thpercentile of our comparator peer group depending on performance.   A consistent pre-tax, present value methodology is used in assessing stock-based and other long-term incentive awards, including the Black-Scholes model used to value stock option grants.   The independent external compensation consultant gathers and performs an analysis of market data for each NEO, comparing each of their individual components of compensation as well asand total compensation to that of the comparator peer group. This competitive analysis consists of comparing the market data comparingof each of the pay elements and total compensation at the 25th, 50th, and 75thpercentiles of the comparator peer group to current compensation for each of the NEOs.NEO.   www.halliburton.com HALLIBURTON  |  2019Proxy Statement32 Back to Contents Pay for Performance Analysis   As part of the Compensation Committee’s review of our executive compensation program,its analysis, the Committee reviews a one-, three-, and three-yearfive-year pay for performance analysis against our comparatorperformance peer group.group as identified in the section entitled “Long-term Incentives”. The review examines the degree of alignment between our ROCE performance compared to the ROCE performance of our performance peer group and our CEO’s realizable compensation relative to the realizable compensation of the CEOs in our comparator peer group and our Return on Capital Employed, or ROCE, compared to the ROCE of our comparator peer group. ROCE is calculated as follows: ROCE = Net income + after-tax interest expense Stockholders’ equity (average of beginning and end of period) + Debt (average of beginning and end of period)   Total realizable compensation consisted of the following:   • base salary paid; • cash incentive payouts; • In-the-moneyin-the-money value of stock options grants during the one-, three-, or three-yearfive-year period valued as of December 31, 2014; 2017; • face value of restricted stock grants during the one-, three-, or three-yearfive-year period valued as of the December 31, 2014;2017; and • for performance basedperformance-based awards, (i) target value for awards still outstanding as of December 31, 20142017, and (ii) realized value for performance periods beginning and ending within the one-, three-, or three-yearfive-year period.   This analysis demonstratedsupported the following for the period ending December 31, 2014: One-Year HAL Performance One-Year HAL Total Realizable Compensation ROCE: 89thpercentile CEO: 89thpercentile Three-Year HAL Performance Three-Year HAL Total Realizable Compensation ROCE: 84thpercentile CEO: 68thpercentile Based on the foregoing analysis, the Committee determinedCommittee’s determination that our pay and performance are appropriately aligned.   The Committee selected ROCE for this analysis because we believe it is the best indicator of long-term Company performance, while reinforcing the Company’s objective for sustained long-term performance and value creation. ROCE measures Company profitability as well as the efficiency by which we deploy capital. It is also a measure that is tracked and understood by our stockholders. The Compensation Committee believes that tying a part of our NEOs long-term incentive opportunity to the achievement of challenging ROCE targets will help to increase revenue and improve margins and maintain focus on cost control. We chose ROCE as a performance measure rather than total shareholder return, or TSR, due to the cyclical nature of our business and because we believe ROCE has a greater line of sight from our management team to impact our financial results.   HALLIBURTON- 2016 Proxy Statement 28 Back to Contents Integration of Compensation Components, Plan Design, and Decision-Making The Committee considers all elements of the executive compensation package for each NEO for the upcoming year in December. The Committee receives historical and prospective breakdowns of the total compensation components for each NEO as follows: • Individual two-year total compensation history, which includes base salary, short- and long-term incentives, and other benefits and perquisites and for the CEO, the Committee reviews the pay-for-performance analysis described above; • Total company-awarded stock position, including vested and unvested awards; • Detailed supplemental retirement award calculations; and • The market analysis prepared by the independent, external compensation consultant. The Committee also reviews our pay versus performance as well as the results of the advisory vote on executive compensation held at the prior year’s annual meeting and considers those results. In making compensation decisions, each of the following compensation elements is reviewed separately and collectively: • Base salary; • Short-term (annual) incentives; • Long-term incentives; and • Supplemental executive retirement benefits. Of these elements, all but base salary are variable and at risk of forfeiture. The Committee uses base salary as the primary reference point for determining the target value and actual value of each of the above elements of compensation, individually and in the aggregate, for each NEO. This assists the Committee in confirming that our compensation package for NEOs is appropriate and competitive to our comparator peer group. The Committee then considers the following when making final compensation determinations: • How compensation elements serve to appropriately motivate and reward each NEO; • Competitively positioning each NEO’s total compensation to retain their services; • Individual NEO performance in reaching financial and operational objectives; • Sustained levels of performance, future potential, time in position, and years of service; and • Other factors including operational or functional goals as the Committee determines are appropriate. These factors are considered on an unweighted basis in making final pay decisions and to ensure internal equity among positions having similar scope and responsibility. After considering these factors, the Committee then sets the final compensation opportunity for each NEO so that their actual total compensation is consistent with our executive compensation philosophy of paying at the 50thpercentile or higher for those years of superior performance and paying below the 50thpercentile when performance does not meet competitive standards. The procedures used to set compensation for each of the NEOs are the same. Variations do exist in the amounts of compensation among the NEOs as a result of each NEO’s position and corresponding scope of responsibility, individual performance, length of time in the role, and differences in the competitive market pay levels for their positions. Generally, in years when we achieve financial results substantially above or below expectations, actual compensation may fall outside the initial targets established by the Committee. Determination of CEO and NEO Target Total Compensation   When determining target total compensation for Mr. Lesar,the CEO, the Committee takes into consideration competitive market pay levels for the CEOs in the comparator peer group. TheyThe Committee also consider Mr. Lesar’sconsiders the CEO’s performance and accomplishments in the areas of business development and expansion, management succession, development and retention of management, ethical leadership, and the achievement of financial and operational objectives.   Each year, Mr. Lesarour CEO and the members of the Board agree upon a set of objectives addressing the following areas specified in our corporate governance guidelines:Corporate Governance Guidelines:   • Leadership and vision; • Integrity; • Keeping the Board informed on matters affecting Halliburton and its operating units; Halliburton; • Performance of the business; • Development and implementation of initiatives that provide long-term economic benefits; • Accomplishment of strategic objectives; and • Development of management.   The Board determined that Mr. Lesar met these objectives in 2015 through the following achievements: • Halliburton and its business units maintained superior relative performance against major competitors in terms of revenue growth and Return on Capital Employed for the 5 year period ending December 31, 2015 (performance of the business);HALLIBURTON  |  2019Proxy Statement33   • Led the organization through the business cycle through effective stakeholder communication; maintained high visibility with employees, investors, and customers, particularly following the announcement of the pending Baker Hughes acquisition (leadership and vision); HALLIBURTON - 2016 Proxy Statement 29 Back to Contents The Board determined that Mr. Miller met these objectives in 2018 through the following achievements: • Maintained unwavering commitment to our Health, Safety and Environment program. For the third consecutive year, Dow Jones Sustainability Index recognized Halliburton as best in class as it relates to the environment (leadership and vision); LEADERSHIP AND VISION • Continued to expose the next generation of management to the Board, further enhanced management/employee succession process, strengthened diversity initiatives, and focused senior management on talent development initiatives. Our overall Human Capital Development process has been ranked as best in class across all industries by the Dow Jones Sustainability Index (development of management);Managed through a seamless CEO transition • Led the organization through the business cycle with effective stakeholder communication and maintained high visibility with employees, shareholders, and customers INTEGRITY • Maintained unwavering commitment to our Code of Business Conduct and continued to act in a role model capacity as it relates to ethical behavior (integrity); KEEPING THE BOARD INFORMED • Communicated regularly with the members of the Board providing status reports and notification of issues of concern and provided unfettered access to management and subject matter experts (keeping the Board informed); and PERFORMANCE OF THE BUSINESS • Outperformed the OSX, our direct peers, and our performance peer group in terms of ROCE over the one-, three-, and five-year period ending December 31, 2018; delivered superior performance relative to the OSX, our direct peers, and our performance peer group in terms of TSR for the three-, five- and ten-year period ending December 31, 2018 • Maintained unwavering commitment to our Health, Safety and Environment program DEVELOP AND IMPLEMENT INITIATIVES THAT PROVIDE LONG-TERM ECONOMIC BENEFITS • Continued to work towardlower the closingCompany’s effective tax rate ACCOMPLISHMENT OF STRATEGIC OBJECTIVES • Continued our international diversification by strengthening our international business and capitalizing on strategic merger and acquisition opportunities DEVELOPMENT OF MANAGEMENT • Exposed the next generation of management to the pending Baker Hughes acquisition, including finalizing all regulatory filings, completingBoard, further enhanced the divestiture proposals,management/employee succession process, and preparing for integration activities (accomplishment of strategic objectives).focused senior management on talent development and diversity initiatives   Other NEO compensation is determined similar to that of the CEO by evaluating each NEO’s performance and considering the market competitive pay levels of the comparator peer group for the NEO’s position.   www.halliburton.com HALLIBURTON  |  2019Proxy Statement34 Back to Contents 2018 Executive Compensation Outcomes Base Salary   The Committee generally targets base salaries at the median of the comparator peer group; however, thegroup. The Committee also considers the following factors when setting base salary:   • Level of responsibility; • Experience in current role and equitable compensation relationships among internal peers; • Performance and leadership; and • External factors involving competitive positioning, general economic conditions, and marketplace compensation trends.   No specific formula is applied to determine the weight of each factor. Salary reviews are conducted annually to evaluate each executive; however, individualexecutive. Individual salaries are not necessarily adjusted each year.   The Committee approved the following base salariessalary adjustments effective January 1, 2015:     2014     2015         NEO   Salary     Salary     % Increase   Mr. Lesar   $ 1,630,000     $ 1,750,000       7.4%   Mr. Garcia(1)   $ 380,000     $ 450,000       18.4%   Mr. Brown   $ 820,000     $ 900,000       9.8%   Mr. Miller(2)   $ 1,000,000     $ 1,000,000       0%   Mr. Rainey   $ 788,000     $ 835,000       6.0%   (1) The salary increase was in recognition of Mr. Garcia’s promotion to Senior Vice President of Finance, and Acting Chief Financial Officer. (2) Mr. Miller did not receive a salary increase on January 1, 2015 as his salary was determined to be aligned with the market. In an effort to help manage fixed costs during the downturn, all our NEOs took a voluntary reduction in base salary on April 1, 2015. Mr. Lesar took a 6.9% reduction in his base salary and all other NEO’s took a 3% reduction. The column 2015 Salary above does not reflect these salary reductions. HALLIBURTON - 2016 Proxy Statement 30 Back to Contents Short-term (Annual) Incentives The Committee established the Annual Performance Pay Plan to:2018:   • Reward executives and other key membersMr. Miller received a 7.7% increase in annual base salary ($1,300,000 to $1,400,000) to align his base salary with the market median of management for improving financial results that drive the creation of economic value for our stockholders; and comparator peer group; • ProvideMr. Rainey received a means4.8% increase in annual base salary ($835,000 to connect individual cash compensation directly$875,000) based on performance and to more closely align with his internal peer; and • Mr. Weber received a 7.7% increase in annual base salary ($650,000 to $700,000) to bring his base salary closer to the market median of our performance.comparator peer group. Mr. Loeffler’s annual base salary was increased to $375,000 on January 1, 2018. At the time, he was not an executive officer and his compensation was not determined by the Committee. Short-term (Annual) Incentive   The Annual Performance Pay Plan providesis designed to reward executives and other key members of management for performance awardsimproving financial results that drive the creation of economic value for our shareholders and provide a means to connect individual cash compensation directly to our performance. It is administered in accordance with the terms of the Stock and Incentive Plan.   The Annual Performance Pay Plan provides an incentive to our NEOs to achieve the business objective of generatinggenerate more earnings than normally expected by the investorsshareholders who have provided us with capital to grow our business. We measure achievement of this objective using Cash Value Added, or CVA. CVA is a financial measurement that demonstratesbalances two metrics to measure the amount of economic value added to our business. The formula for calculating CVA is as follows:   Operating IncomeThe Committee selected CVA as the financial measure upon which to base our Annual Performance Pay Plan because it is a key measure on which we set our performance expectations for the year and we believe it is a proven driver of value creation for our shareholders. The Committee also considers other business performance factors that are important to our shareholders, including health, safety, environment, and service quality, in determining the final payout amounts under the Annual Performance Pay Plan. + Interest Income + Foreign Currency Gains (Losses) + Other Nonoperating Income (Expense), Net = Net Operating Profit – Income Taxes = Net Operating Profit After Taxes Net Invested Capital x Weighted Average Cost of Capital = –Capital Charge= CVA   Cash Value Added (CVA) = Net Operating Profit After Taxes - Capital Charge   Net Operating Profit After Taxes equals the sum of operating income plus interest income plus foreign currency gains (losses) plus other nonoperating income (expense), reduced by our income taxes. When determining actual CVA performance, we apply our effective income tax rate. Capital Charge equals total assets (excluding deferred income tax assets) less total liabilities (excluding debt and deferred income tax liabilities) multiplied by a weighted average cost of capital percentage. Cash Value Added is computed monthly and accumulated throughout the calendar year. Adjustments in the calculation of the CVA payout may, at times, be approved by the Committee and can include the treatment of unusual items that may have impacted our actual results. HALLIBURTON  |  2019Proxy Statement35 Back to Contents At the beginning of each plan year, the Committee approves an incentive award schedule that equates given levels of CVA performance with varyingcash reward opportunities paid in cash.opportunities. The performance goals range from “Threshold” to “Target” to “Maximum.”“Maximum”. Threshold reflects the minimum CVA performance level which must be achieved in order for awardsany award to be earned and Maximum reflects the maximum levelawards that can be earned.   TheseThe performance goals are based on our annual operating plan, as reviewed and approved by our Board, and are set at levels believed to be sufficient to meet or exceed stockholdershareholder expectations of our performance, as well as expectations of the relative performance to our competitors. Given the cyclical nature of our business, our performance goals vary from year to year, which can similarly impact the difficulty in achieving thesethe goals.   TheCVA is computed monthly and aggregated throughout the calendar year. Adjustments in the calculation of CVA may, at times, be approved by the Committee and can include the treatment of unusual items that may have impacted our actual results. With the exception of Mr. Loeffler, who was not an executive officer at the time, the Committee set the 20152018 performance goals for our NEOs based on company-wide consolidated CVA results. Threshold CVA was based on 90% of planned operating income,Operating Income, Target CVA on 100% of planned operating income,Operating Income, and Maximum CVA on 110% of planned operating income.Operating Income. Net Operating Profit After Taxes was calculated excluding charges related to Venezuela asset impairment, as the impact of this item was unknown when the targets were set in February 2018.   The Committee set the 2015 performance2018 award levels, targeted to the market median, for our NEOs based on the company-wide consolidated CVA results:results. As noted in the table below, the Company created shareholder value by generating earnings of $788 million in excess of our cost of capital in 2018.   Metric Threshold Target Maximum Threshold Target Maximum Actual CVA -$892385 M -$692631 M -$492876 M -$1,118788 M Because the 2015 CVA actual results were below Threshold, our NEOs did not receive a CVA payout. The Compensation Committee has selected CVA as the sole measure upon which to base our short-term incentive program because it is a key measure on which we set our performance expectations for the year and we believe that CVA is a proven driver of value creation for stockholders of the Company. The Compensation Committee considers other business performance factors, including health, safety, and environment and service quality, in determining the final payout amounts under the Annual Performance Pay Plan.   Individual incentive award opportunities are established as a percentage of base salary at the beginning of the plan year.year based on market competitive targets. The maximum amountaward a NEO can receive is limited to two times the target opportunity level. The level of achievement of annual CVA performance determines the dollar amount of incentive compensation payable to participants following completion of the plan year.   HALLIBURTON - 2016 Proxy Statement 31 Back to Contents The Committee set incentive award opportunities under the plan as follows:       Threshold     Target     Maximum NEO     Opportunity     Opportunity     Opportunity   Threshold   Target   Maximum Mr. Miller   60%   150%   300% Mr. Loeffler(1)   16%   40%   80% Mr. Brown   44%   110%   220% Mr. Rainey   44%   110%   220% Mr. Lesar     60%     150%     300%   50%   125%   250% Mr. Garcia     30%     75%     150% Mr. Brown     44%     110%     220% Mr. Miller     50%     125%     250% Mr. Rainey     44%     110%     220% Mr. Weber   40%   100%   200% (1) Mr. Loeffler was promoted to Chief Financial Officer on November 12, 2018, and he was not an executive officer when the incentive award opportunities were set by the Committee.   Threshold, Target, and Maximum opportunity dollar amounts can be found in the Grants of Plan-Based Awards in Fiscal 20152018 table.   Over the past ten years, the Annual Performance Pay Plan achieved Maximum performance levels five times, achievedand Target performance levellevels two times, and fell short of the Threshold performance level three times.times, resulting in no payout.   Long-termLong-Term Incentives   The Committee established the Stock and Incentive Plan is designed to achievereward consistent achievement of value creation and operating performance goals, align management with shareholder interests, and encourage long-term perspective and commitment. Long-term incentives represent the following objectives:largest component of total executive compensation opportunity. • Reward consistent achievement of value creation and operating performance goals; • Align management with stockholder interests; and • Encourage long-term perspectives and commitment.   Our Stock and Incentive Plan provides for a variety of cash and stock-based awards, including restricted stock and units, nonqualified and incentive stock options, restricted stock and units, performance shares and units, stock appreciation rights, and stock value equivalents. Under the Stock and Incentive Plan, the Committee may, at its discretion, select from among these types of awards to establish individual long-term incentive awards.   Long-term incentives represent the largest component of total executive compensation opportunity. We believe this at-risk based compensation ties executive pay closely to stockholders’ interests. For 2015, we used a combination of long-term incentive vehicles, including time-based restricted stock or restricted stock units, performance units, and nonqualified stock options. Except where there is a distinction to make between restricted stock and restricted stock units, this Compensation Discussion and Analysis refers to both restricted stock and restricted stock units as “restricted stock”. In response to stockholder feedback, we modified our long-term incentive mix from 40% performance units, 40% restricted stock, and 20% stock options to weight it more heavily towards performance units. In 2015, our operations-based incentives in the form of performance units were targeted to 50% of the long-term incentive value, another 35% was delivered through restricted stock, and the remaining 15% was delivered in stock options. Using a mix of incentivesincentive vehicles allows us to provide a diversified yet balanced long-term incentive program that effectively addresses volatility in our industry and in the stock market, in addition to maintaining an incentive to meet performance goals. Value to be earned by a NEO from stock options and restricted stock are directly tied to our stock price performance and, therefore, directly to stockholder value. Additionally, restricted stock provides a significant retentionFor 2018, we used the following combination of incentive while the 2013 cycle Performance Unit Program motivates the NEOs to also focus on improving long-term returns on capital employed, measured on both absolute and relative bases. Because of the pending acquisition of Baker Hughes Incorporated, the Committee decided to modify the Performance Unit Program for the 2015 cycle, as described in the 2015 Cycle Performance Unit Program Opportunities for NEOs section below.vehicles: www.halliburton.com HALLIBURTON  |  2019Proxy Statement36 Back to Contents Vehicle Weighting Purpose Performance Units   50% of Award   Rewards achievement of specific financial goals measured over a three-year performance period Restricted Stock 35% of Award Supports leadership retention/stability objectives; five-year vesting period Stock Options 15% of Award Rewards for stock price appreciation; three-year vesting period   In determining the size of long-term incentive awards, the Committee first considers market data for comparable positions and then may adjust the awards upwards or downwards based on the Committee’s review of internal equity. This can result in positions of similar magnitude and pay receiving awards of varying size. The 2015December 5, 2018, restricted stock and stock option awards forgrants awarded by the Committee to each NEO were based primarily on market data and were targeted to the market median.   Our internal stock nomination process under the Stock and Incentive Plan ensures that all award grant dates are prospective and not retroactive. For NEOs, the grant date is the day the Committee determines annual compensation actions, generally in December of each year. Exercise prices for stock options are set at the closing stock price on the date the grant is approved. 2016 Cycle Performance Unit Program The 2016 cycle Performance Unit Program provides NEOs and other selected executives with incentive opportunities based on our consolidated ROCE during a three-year performance period. This program reinforces our objectives for sustained long-term performance and value creation. It also reinforces strategic planning processes and balances short- and long-term decision making. Based on feedback from our shareholders and to more closely align with our strategy of delivering industry-leading returns across the business cycle, in 2015, we modified the metrics in our Performance Unit Program to 100% relative ROCE. The program measures ROCE on a relative basis to the results of our performance peer group used for the Performance Unit Program. The three-year performance period aligns this measurement with our and our performance peer group’s business cycles. ROCE indicates the efficiency and profitability of our capital investments and is determined based on the ratio of earnings divided by average capital employed. The calculation is as follows: The performance peer group used for the Performance Unit Program is comprised of oilfield equipment and services companies and domestic and international exploration and production companies. This peer group is used for the Performance Unit Program because these companies represent the timing, cyclicality, and volatility of the oil and natural gas industry and provide an appropriate industry group for measuring our relative performance. The peer group, disclosed in our 2017 proxy statement, was used for the 2016 cycle of the Performance Unit Program. The table below shows the incentive opportunity based on Halliburton’s ROCE performance relative to that of our performance peer group. The 2016 cycle of the Performance Unit Program ended on December 31, 2018, and we achieved ROCE of 0.73%, which was above the 75thpercentile of our performance peer group’s ROCE of 0.61% and yielded an award paid at 200% of the target opportunity level. In addition to top quartile performance relative to our performance peer group over the three-year cycle, our 2018 ROCE was greater than 10%, which exceeded our cost of capital. 2016 Cycle - Performance Matrix Halliburton Ranking vs. Performance Peer Group   Threshold 25thPercentile   Target 50thPercentile   Maximum 75thPercentile Incentive Opportunity as a % of Target   25%   100%   200% The NEOs received payments in 2019 as set forth in the Non-Equity Incentive Plan Compensation column in the Summary Compensation Table. The program allows for rewards to be paid in cash, stock, or a combination of cash and stock. Over the past ten years, the program has achieved Maximum performance levels four times, Target levels five times, and Threshold levels one time. HALLIBURTON  |  2019Proxy Statement37 Back to Contents 2018 Cycle Performance Unit Program The Committee set the performance measures on a 100% relative ROCE basis for the 2018 cycle of the Performance Unit Program, with performance measured for the three-year period ending December 31, 2020. The performance peer group for the 2018 cycle Performance Unit Program is the same as the performance peer group used for the 2017 cycle Performance Unit Program and consists of the following companies: Anadarko Petroleum Corporation Nabors Industries Ltd. Apache Corporation National Oilwell Varco, Inc. Baker Hughes, a GE Company Schlumberger Limited Chesapeake Energy Corporation Superior Energy Services, Inc Devon Energy Corporation TechnipFMC Hess Corporation Transocean Ltd. Marathon Oil Corporation Weatherford International plc Murphy Oil Corporation The Williams Companies, Inc. At the end of the three-year performance period, the ROCE of the Company and the performance peer group will be calculated and percentiles will be determined. The table below details the incentive opportunity based on Halliburton’s performance relative to the performance peer group. If Halliburton’s relative performance ranking is below the 25thpercentile, there will be no payment. If Halliburton’s relative performance ranking is between the 25th, 50th, and 75thpercentiles, the payout will be interpolated accordingly. 2018 Cycle - Performance Matrix Halliburton Ranking vs. Performance Peer Group   Threshold 25thPercentile   Target 50thPercentile   Maximum 75thPercentile Incentive Opportunity as a % of Target   25%   100%   200% Individual incentive opportunities are established based on market references and the NEO’s role within the organization. The Threshold, Target, and Maximum columns under the heading Estimated Future Payouts Under Non-Equity Incentive Plan Awards in the Grants of Plan-Based Awards in Fiscal 2018 table indicate the potential payout for each NEO under the Performance Unit Program for the 2018 cycle. The potential payouts are performance driven and completely at risk. Actual payout amounts, if any, will not be determined until the three-year cycle closes on December 31, 2020. Restricted Stock and Stock Options   Our restricted stock and stock option awards are granted under the Stock and Incentive Plan and are listed in the Grants of Plan-Based Awards in Fiscal 20152018 table.   Restricted stock grants are generally subject to a graded vesting schedule of 20% per year over five years. However, different vesting schedules may be utilized at the discretion of the Committee. Shares of restricted stock receive dividend or dividend equivalent payments.   Stock option awards vest over a three-year graded vesting period with 331/3%1/3% of the grant vesting each year. All options are priced at the closing stock price on the date the grant is approved by the Committee.   The stock and option award columns in the Summary Compensation Table reflect the aggregate grant date fair value of the restricted stock and option awards for each NEO.NEO granted during 2018.   HALLIBURTON - 2016 Proxy Statement 32 Back to Contents 2013 Cycle Performance Unit Program Payout for NEOs The 2013 cycle Performance Unit Program provides NEOs and other selected executives with incentive opportunities based on our consolidated Return on Capital Employed, or ROCE, during a three-year performance period. This program reinforces our objectives for sustained long-term performance and value creation. It also reinforces strategic planning processes and balances short- and long-term decision making. The program measures ROCE on both an absolute and a relative basis to the results of our comparator peer group companies used for the Performance Unit Program. The three-year performance period aligns this measurement with our and our comparator peer group’s business cycles. ROCE indicates the efficiency and profitability of our capital investments and is determined based on the ratio of earnings divided by average capital employed. The formula for ROCE is set forth in the Pay for Performance Analysis section. The comparator peer group used for the Performance Unit Program is comprised of oilfield equipment and service companies and domestic and international exploration and production companies. This comparator peer group is used for the Performance Unit Program because these companies represent the timing, cyclicality, and volatility of the oil and natural gas industry and provide an appropriate industry group to measure our relative performance against. This comparator peer group as disclosed in our 2014 proxy statement was used for the 2013 cycle of the Performance Unit Program. The 2013 cycle of the Performance Unit Program ended on December 31, 2015. Both the absolute and relative performance measures established at the beginning of the cycle were approved by the Committee. The Committee decided to exclude any Baker Hughes acquisition and integration related expenses from the calculation because the transaction and the associated costs were not anticipated when the targets were initially set in February 2013. The 2013 cycle of the Performance Unit Program yielded an award paid at 125% of the target opportunity level as shown in the table below. 2013 Cycle - Performance Matrix HAL 3-Year Average ROCE   % of Target Incentive Paid Above 13%     75%       100%       150%       200%   11% to 13%     50%       75%       125%       150%   9% to < 11%     0%       50%       100%       125%   Below 9%     0%       0%       50%       75%   Absolute↑     Less than       25thto       50thto       Above 75th         25th       49th       75th       Percentile         Percentile       Percentile       Percentile           While we achieved average ROCE of 9.09% for the three-year period ending December 31, 2015, which was top quartile performance relative to our performance peers, the ROCE performance as measured on an absolute basis was below the target level of 11%. The NEOs received these payments in 2016 as set forth in the Non-Equity Incentive Plan Compensation column in the Summary Compensation Table and in the related narrative following the table. The program allows for rewards to be paid in cash, stock, or a combination of cash and stock. Over the past ten years, the program has achieved maximum performance levels six times and between maximum and target four times. 2015 Cycle Performance Unit Program Opportunities for NEOs In anticipation of the pending Baker Hughes acquisition, the Committee modified the 2015 cycle of the Performance Unit Program and replaced the 50% relative and 50% absolute ROCE measures with quantitative Baker Hughes integration related metrics. This was done in order to keep management’s focus on the integration prior to, during, and post acquisition. In revising the 2015 cycle Performance Unit Program, the Committee used two equally weighted performance metrics based on: (i) the cumulative integration cost synergies realized through December 31, 2017, and (ii) a target for the combined company’s effective tax rate as of December 31, 2017. The Committee provisionally determined that if we did not acquire Baker Hughes, the 2015 cycle of the Performance Unit Program would be based on 100% relative ROCE measures with relative performance measured for the three-year period ending December 31, 2017 against the following Performance Unit Program peer group which remains unchanged from the 2014 Performance Unit Program peer group: • Anadarko Petroleum Corporation • Apache Corporation • Baker Hughes Incorporated • Cameron International Corporation • Chesapeake Energy Corporation • Devon Energy Corporation • Hess Corporation • Marathon Oil Corporation • Murphy Oil Corporation HALLIBURTON - 2016 Proxy Statement 33 Back to Contents • Nabors Industries Ltd. • National Oilwell Varco, Inc. • Schlumberger Ltd. • Transocean Ltd. • Weatherford International, Ltd. • The Williams Companies, Inc. Due to their competitive nature, we do not disclose prospective metric targets. Individual incentive opportunities are established based on market references and the NEO’s role within the organization. The Threshold, Target, and Maximum columns under the heading Estimated Future Payouts Under Non-Equity Incentive Plan Awards in the Grants of Plan-Based Awards in Fiscal 2015 table indicate the potential payout for each NEO under the Performance Unit Program for the 2015 cycle. The potential payouts are performance driven and completely at risk. Actual payout amounts, if any, will not be determined until the three-year cycle closes on December 31, 2017. Supplemental Executive Retirement Plan   The objective of the Supplemental Executive Retirement Plan, or SERP, is to provide a competitive level of pay replacement upon retirement. The current pay replacement target is 75% of final base salary at age 65 with 25 years of service.service, using the highest annual salary during the last three years of employment.   The material factors and guidelines considered in making an allocation include:include (i) retirement benefits provided, both qualified and nonqualified; (ii) current compensation; (iii) length of service; and (iv) years of service to normal retirement. • Retirement benefits provided, both qualified and nonqualified; • Current compensation; • Length of service; and • Years of service to normal retirement.   The calculation takes into account the following variables: (i) base salary; (ii) years of service; (iii) age; (iv) employer portion of qualified plan savings; (v) age 65 value of any defined benefit plan; and (vi) existing nonqualified plan balances and any other retirement plans. • Base salary; • Years of service; • Age; • Employer portion of qualified plan savings; • Age 65 value of any defined benefit plan; and • Existing nonqualified plan balances and any other retirement plans.   Several assumptions are made annually and include a base salary increase percentage, qualified and nonqualified plan contributions and investment earnings, and an annuity rate. These factors are reviewed and approved annually by the Committee in advance of calculating any awards.   www.halliburton.com HALLIBURTON  |  2019Proxy Statement38 Back to Contents To determine the annual benefit, external actuaries calculate the total lump sum retirement benefit needed at age 65 from all company retirement sources to produce an annual retirement benefit of 75% of final base salary.highest annual salary during the last three years of employment. Company retirement sources include any Company contributions to qualified benefit plans and contributions to nonqualified benefit plans. If the combination of these two sources does not yield a total retirement balance that will meet the 75% objective, then contributions may be made annually through the SERP to bring the total benefit up to the targeted level.   To illustrate, assume $10 million is needed at age 65 to produce an annual retirement benefit equal to 75% of final base salary. The participant is projected to have $3 million in his qualified benefit plans resulting from Company contributions at retirement and $4 million in his nonqualified retirement plans at retirement. Since the total of these two sources is $7 million, a shortfall of $3 million results. This is the amount needed to achieve the 75% pay replacement objective. SuchThis shortfall may be offset through annual contributions to the SERP.   Participation in the SERP is limited to the direct reports of the CEO and other selected executives as recommended by the CEO and approved at the discretion of the Committee. However, participation one year does not guarantee future participation. In 2015,2018, the Committee authorized retirement allocations under the SERP to all NEOs as listed in the 2015 Nonqualified Deferred Compensation table and as included in theSupplemental Table: All Other Compensation column inand the Summary Compensation Table. The average annual amounts allocated over the history of participation are as follows: Mr. Lesar: $353,682; Mr. Garcia: $221,000; Mr. Brown: $521,875; Mr. Miller: $474,250; and Mr. Rainey: $436,500.2018 Nonqualified Deferred Compensation.   All of the NEOs, except Messrs. Loeffler and Weber, are fully vested in their respective account balances. Mr. Weber’s SERP account was forfeited upon his resignation. Balances for active and terminated participants earn interest at an annual rate of 5% and 10%, respectively.   Other Executive Benefits and Policies   Retirement and Savings Plan   All NEOs may participate in the Halliburton Retirement and Savings Plan, which is the defined contribution benefit plan available to all eligible U.S. employees. The matching contributionscontribution amounts we contributed on behalf of each NEO are included in the Supplemental Table: All Other Compensation immediately following the Summary Compensation Table.Compensation.   HALLIBURTON - 2016 Proxy Statement 34 Back to Contents Elective Deferral Plan   All NEOs may participate in the Halliburton Elective Deferral Plan, which was established to provide highly compensated employees with an opportunity to defer earned base salary and incentive compensation in order to help meet retirement and other future income needs.   The Elective Deferral Plan is a nonqualified deferred compensation plan and participation is completely voluntary. Pre-tax deferrals ofParticipants may elect to defer up to 75% of their annual base salary and/or eligibleand up to 75% of their incentive compensation into the plan. Deferral elections must be made on an annual basis, including the type and timing of distribution. Plan earnings are allowed each calendar year. Gains or losses are credited based uponon the participant’s election from amongNEO’s choice of up to 12 benchmark investment choicesoptions with varying degrees of risk.risk, including the risk of loss. Investment options may be changed by the NEO daily.   In 2015, Messrs. Lesar and Rainey2018, none of our NEOs participated in this plan by deferring a percentage of their compensation. Mr.plan. Messrs. Brown, has anRainey, and Lesar have account balancebalances from participation in prior years. Messrs. GarciaMiller, Loeffler, and MillerWeber are not participants in the plan. Further details can be found in the 20152018 Nonqualified Deferred Compensation table.   Benefit Restoration Plan   The Halliburton Company Benefit Restoration Plan provides a vehicle to restore qualified plan benefits which are reduced as a result of limitations on contributions imposed under the Internal Revenue Code or due to participation in other plans we sponsor. It also servessponsor and to defer compensation that would otherwise be treated as excessive employee remuneration within the meaning of Section 162(m) of the Internal Revenue Code. Awards are made annually to those who meet these criteria and earned interest at an annual rate as defined by the plan document. Awards and corresponding interest balances are 100% vested and distributed upon separation.   In 2015,accordance with the plan document, participants earn monthly interest at the 120% AFR rate, provided the interest rate shall be no less than 6% per annum or greater than 10% per annum. Because the 120% AFR rate was below the 6% minimum interest threshold, plan participants earned interest at an annual rate of 6% in 2018. In 2018, all NEOs except Mr. Weber received awards under this plan in the amounts included in the Supplemental Table: All Other Compensation and the 20152018 Nonqualified Deferred Compensation table.   HALLIBURTON  |  2019Proxy Statement39 Back to Contents Perquisites   CountryEffective January 1, 2019, we eliminated a number of our perquisites including tax gross ups for personal use of corporate aircraft, executive physical examinations, and financial planning reimbursements. We also eliminated reimbursements for country club memberships are limited and provided on an as-needed basis for business purposes only.dues, with the exception of a prior commitment to Mr. Brown had a club membershipwhich expires upon his retirement in 2015. We do not provide cars to our NEOs. However, for security purposes and to allow for the efficient use of Mr. Lesar’s time, a company-leased car and part-time driver are provided for Mr. Lesar for the primary purpose of commuting to and from work.2019.   A taxable benefit for executive financial planning iswas provided in 2018 with the amount dependent on the NEO’s level within the company. This benefit does not include tax return preparation. It is paid, only if used, on a reimbursable basis. This benefit was discontinued in 2019.   We alsodo not provide cars to our NEOs. However, a car and part-time driver were used by Messrs. Miller and Lesar for security purposes and so that they can work while in transit to meet customer and our needs. We provided for security at the personal residences of Messrs. Miller, Lesar, Garcia, and MillerWeber during 2015.2018.   At the directionAs a result of the recommendations provided by an independent, third-party security consultant, the Board Mr.has determined that Messrs. Miller and Lesar (before his spouse, and childrenretirement) must use company aircraft for all travel. The security study also recommends that their spouses and children use company-provided aircraft. The only personal use of the company aircraft in 20152018 for other NEOs is for spousal and dependent travel on select business trips.   Mr. Rainey is an expatriate under our long-term expatriate business practice and as such receives certain assignment allowances including a goods and services differential and host country housing and utilities. practice. A differential is commonly paid to expatriates in assignment locations where the cost of goods and services is greater than the cost for the same goods and services in the expatriate’s home country. Differentials are determined by Mercer/ORC, a third-party consultant. As part of his expatriateMr. Rainey receives certain assignment Mr. Raineyallowances, including a goods and services differential and host country housing and utilities. He also participates in our tax equalization program, which neutralizes the tax effect of the international assignment and approximates the tax obligation the expatriate would pay in his home country.   Specific amounts for the above mentionedabove-mentioned perquisites are detailed for each NEO in the Supplemental Table: All Other Compensation.   Clawback Policy   We have a clawback policy under which we will seek to recoup incentive compensation in all appropriate cases paid to, awarded, to, or credited for the benefit of any of our executive officers, which include all the NEOs, if and to the extent that:   • The amount of incentive compensation was calculated based on the achievement of financial results that were subsequently reduced due to a restatement of our financial results; • The officer engaged in fraudulent conduct that caused the need for the restatement; and • The amount of incentive compensation that would have been paid to, awarded, or paid tocredited for the benefit of the officer, had our financial results been properly reported, would have been lower than the amount actually paid, awarded, or awarded.credited.   Any such officer who receives incentive compensation based on the achievement of financial results that are subsequently the subject of a restatement will not be subject to recoupment unless the officer personally participates in the fraudulent conduct. In addition, in January 2013, we amended theThe policy to providealso provides that we will seek to recoup incentive compensation in all appropriate cases paid to, awarded to, or credited for the benefit of any of our executive officers, which include all the NEOs, and certain other senior officers, if and to the extent that:   • It is determined that, in connection with the performance of that officer’s duties, he or she substantially participated in a breach of abreached his or her fiduciary duty arising fromby knowingly or recklessly engaging in a material violation of a U.S. federal or state law, or both (A) had direct supervisory responsibility overfailed to supervise an employee who substantially participated in such a violation and (B) recklessly disregarded hisviolation; or her own supervisory responsibilities; or • theThe officer is named as a defendant in a law enforcement proceeding for having substantially participated in a breach of abreached his or her fiduciary duty arising fromby knowingly or recklessly engaging in a material violation of a U.S. federal or state law, the officer disagrees with the allegations relating to the proceeding, and either (A)(i) we initiate a review and determine that the alleged action is not indemnifiable or (B)(ii) the officer does not prevail at trial, enters into a plea arrangement, agrees to the entry of a final administrative or judicial order imposing sanctions, or otherwise admits to the violation in a legal proceeding.   Depending on the officer and the circumstances described in the immediately preceding paragraph, theThe disinterested members of the Board and the disinterested members of the Compensation Committee the disinterested members ofand the Nominating and Corporate Governance Committee and/or the members of a management committee may be HALLIBURTON - 2016 Proxy Statement 35 Back to Contents involved in reviewing, considering, and making determinations regarding the officer’s alleged conduct, whether recoupment is appropriate or required, and the type and amount of incentive compensation to be recouped from the officer.   The policy also provides that, to the extent permitted by applicable law and not previously disclosed in a filing with the SEC, we will disclose in our proxy statement the circumstances of any recoupment arising under the policy or that there has not been any recoupment pursuant to the policy for the prior calendar year. There was no recoupment under the policy in 2015.2018.   www.halliburton.com HALLIBURTON  |  2019Proxy Statement40 Back to Contents Stock Ownership Requirements   We have stock ownership requirements for our executive officers, which include all the NEOs, to further align their interests with our stockholders.shareholders.   As a result, Mr. LesarOur CEO is required to own Halliburton common stock in an amount equal to or in excess of six times his annual base salary. Executive officers that report directly to Mr. Lesarthe CEO are required to own an amount of Halliburton common stock equal to or in excess of three times their annual base salary, and all other executive officers are required to own an amount of Halliburton common stock equal to or in excess of two times their annual base salary. The Committee reviews their holdings, which include restricted shares and all other Halliburton common stock owned by the officer, at each December meeting. Each executive officer has five years to meet the requirements, measured from the later of September 12, 2011 or the date the officer first becomes subject to the ownership level for the applicable office.   After the five-year stock ownership period, as described above, executive officers who have not met their minimum ownership requirement must retain 100% of the net shares acquired upon stock option exercises and restricted stock vesting until they achieve their required ownership level. During this time period, any stock option exercisesexercise must be an exercise and hold.   As of December 31, 2015,2018, all NEOs met the requirements.   Hedging and Pledging   Our executive officers are prohibited from hedging activities related to Halliburton securities and the pledging of Halliburton securities, except that hedging activities in connection with or related to a bona fide charitable donation may be approved in advance at the sole discretion of the General Counsel.securities.   Elements of Post-Termination Compensation and Benefits   Termination events that trigger payments and benefits include normal or early retirement, cause, death, disability, and voluntary termination. Post-termination or change-in-control payments may include severance, accelerated vesting of restricted stock and stock options, maximum payments under cash-based short- and long-term incentive plans, payout of nonqualified account balances, and health benefits, among others. The Post-Termination or Change-In-Control Payment table in this proxy statement indicates the impact of various events on each element of compensation for the NEOs.NEOs is detailed in the Post-Termination or Change-In-Control Payment table.   Impact of Regulatory Requirements on Compensation   Section 162(m) of the Internal Revenue Code generally disallows a tax deduction to public companies for compensation paid to the CEO, CFO, or any of the fourthree other most highly compensated officers to the extent the compensation exceeds $1 million in any year. QualifyingEffective for tax years beginning after December 31, 2017, Section 162(m) has been revised to eliminate the performance-based compensation is not subjectexception. Prior to this limit if certain requirements are met. change in the tax law, our Stock and Incentive Plan enabled qualification of stock options, stock appreciation rights, and performance share awards, as well as short- and long-term cash performance plans under Section 162(m). Our policy is to utilize available tax deductions whenever appropriate and consistent with our compensation philosophy. When designing and implementing our executive compensation programs, we considerprogram, the Committee considers all relevant factors, including tax deductibility of compensation. Accordingly, we have attempted to preservecompensation, and will consider the federal tax deductibility of compensation in excess of $1 million a year to the extent doing so is consistent with our executive compensation objectives; however, we may from time to time pay compensation to our executives that may not be fully deductible. Our Stock and Incentive Plan enables qualification of stock options, stock appreciation rights, and performance share awards as well as short- and long-term cash performance plans under Section 162(m). To the extent required by Section 304 of the Sarbanes-Oxley Act of 2002, we will make retroactive adjustments to any cash or equity-based incentive compensation paid to the CEO and CFO where the payment was predicated upon the achievement of certain financial results that were subsequently the subject of restatement. When and where applicable, we will seek to recover any amount determined to have been inappropriately received by the CEO and CFO.objectives.   HALLIBURTON  - 2016 |  2019Proxy Statement41 36 Back to Contents COMPENSATION COMMITTEE REPORTExecutiveCompensation Tables   We have reviewed and discussed theSummary Compensation Discussion and Analysis with Company management and, based on such review and discussions, we recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement. THE COMPENSATION COMMITTEE James R. Boyd Milton Carroll Murry S. Gerber Robert A. Malone Debra L. Reed HALLIBURTON - 2016 Proxy Statement 37 Back to Contents EXECUTIVE COMPENSATION TABLES SUMMARY COMPENSATION TABLETable   The following tables set forth information regarding theour CEO, CFO, former CFO, and our three other most highly compensated executive officers for the fiscal year ended December 31, 2015.2018.                               Change In                                 Non-Equity   Pension Value                         Stock   Option   Incentive Plan   and NQDC   All Other     Name and       Salary   Bonus   Awards   Awards   Compensation   Earnings   Compensation   Total Principal Position   Year   ($)   ($)   ($)   ($)   ($)   ($)   ($)   ($) David J. Lesar   2015   1,660,000   0   3,867,735   2,103,341   5,999,513   299,127   1,941,613   15,871,329 Chairman of the Board and   2014   1,630,000   0   3,912,000   2,178,163   10,872,600   269,185   1,698,209   20,560,157 Chief Executive Officer   2013   1,630,000   0   4,793,714   2,381,533   10,180,804   155,196   1,723,967   20,865,214 Christian A. Garcia   2015   439,875   0   701,100   381,669   217,564   8,489   363,494   2,112,191 Senior Vice President,                                     Finance and Acting Chief Financial Officer(1)                                     James S. Brown   2015   879,750   0   1,281,455   697,943   1,634,785   101,969   1,360,886   5,956,788 President – Western   2014   820,000   0   1,304,000   727,685   3,482,000   79,934   986,492   7,400,111 Hemisphere   2013   788,000   0   1,579,344   785,785   2,743,666   57,834   992,489   6,947,118 Jeffrey A. Miller   2015   977,500   0   2,169,515   1,179,488   2,218,718   30,615   1,084,536   7,660,372 President   2014   912,500   0   5,639,516   1,407,673   2,114,375   14,428   892,290   10,980,782     2013   800,000   0   1,933,684   961,939   1,565,460   3,406   676,731   5,941,220 Joe D. Rainey   2015   816,212   0   1,281,455   697,943   1,634,785   75,712   2,720,300   7,226,407 President – Eastern   2014   788,000   0   1,304,000   727,685   3,418,000   97,957   3,011,531   9,347,173 Hemisphere   2013   788,000   0   1,579,344   785,785   2,730,866   78,858   1,995,925   7,958,778 Name and Principal Position   Year   Salary ($)   Bonus ($)   Stock Awards ($)   Option Awards ($)   Non-Equity Incentive Plan Compensation ($)   Change In Pension Value and NQDC Earnings ($)   All Other Compensation ($)   Total ($) Jeffrey A. Miller(1)   2018   1,400,000   0   3,137,712   1,253,184   9,628,708   47,006   1,533,288   16,999,898 Chairman, President and Chief Executive Officer   2017   1,175,000   0   10,168,098   1,506,020   8,692,468   59,532   1,477,246   23,078,364 2016   970,000   0   2,237,972   1,169,685   3,480,500   53,541   1,085,876   8,997,574 Lance Loeffler(2)   2018   375,000   0   1,316,925   626,190   60,626   269   218,632   2,597,642 Executive Vice President and Chief Financial Officer                                     James S. Brown(3)   2018   900,000   0   1,223,016   488,976   5,286,056   102,419   335,940   8,336,407 Former President – Western Hemisphere   2017   900,000   0   6,244,649   563,380   5,183,420   150,178   1,107,341   14,148,968 2016   873,000   0   1,295,668   674,883   2,746,217   152,725   1,316,154   7,058,647 Joe D. Rainey   2018   875,000   0   1,223,016   488,976   5,240,944   11,626   3,135,200   10,974,762 President – Eastern Hemisphere   2017   835,000   0   3,703,772   537,948   5,040,420   241,270   3,636,965   13,995,375 2016   809,950   0   1,295,668   674,883   2,639,032   206,351   2,821,571   8,447,455 David J. Lesar(4)   2018   1,000,000   2,000,000   0   0   13,073,002   267,226   1,112,674   17,452,902 Former Executive Chairman of the Board   2017   1,312,500   0   18,882,089   912,976   14,832,828   372,493   2,311,073   38,623,959 2016   1,630,000   0   3,704,968   1,933,767   7,892,090   405,647   2,280,441   17,846,913 Christopher T. Weber(5)   2018   599,242   0   0   0   1,052,654   3,900   1,531,533   3,187,329 Former Executive Vice President and Chief Financial Officer   2017   342,234   0   2,738,401   601,910   650,000   0   417,458   4,750,003   (1) EffectiveMr. Miller was appointed as Chairman of the Board effective January 1, 2015, 2019. (2) Mr. Garcia assumed the role of ActingLoeffler was promoted to Chief Financial Officer.Officer on November 12, 2018. (3) Mr. Brown served as President – Western Hemisphere until February 1, 2019. (4) Mr. Lesar retired on December 31, 2018. (5) Mr. Weber resigned his position as our Chief Financial Officer effective November 9, 2018.   www.halliburton.com HALLIBURTON  |  2019Proxy Statement42 Back to Contents Salary.The amounts represented in the Salary column are attributable to annualreflect the salary earned by each NEO. Information related to salary increases in 2015 is discussed in the Compensation Discussion and Analysis under Base Salary.   Stock Awards.The amounts in the Stock Awards column reflect the grant date fair value of the restricted stock awarded in 2015.2018. Except where there is a distinction to make between the two types of awards, this proxy statement refers to both restricted stock and restricted stock units as “restricted stock.”stock”. We calculate the fair value of restricted stock awards by multiplying the number of restricted shares or units granted by the closing stock price as ofon the award’s grant date.   Option Awards.The amounts in the Option Awards column reflect the grant date fair value of the stock options awarded in 2015.2018. The fair value of stock options is estimated using the Black-Scholes option pricing model. For a discussion of the assumptions made in these valuations, refer to Note 1211 to the Consolidated Financial Statements, Stock-based Compensation, in the Halliburton Company Form 10-K for the fiscal year ended December 31, 2015.2018.   Non-Equity Incentive Plan Compensation.The amounts represented in the Non-Equity Incentive Plan Compensation column are forreflect amounts earned in 20152018 and paid in 20162019 for the Halliburton Annual Performance Pay Plan and the 20132016 cycle Performance Unit Program. Information about these programs can be found in the Compensation Discussion and Analysis under Short-term (Annual) Incentives for the Halliburton Annual Performance Pay Plan and under Long-term Incentives—2013 Cycle Performance Unit Program Payout for NEOs for the Performance Unit Program.   The Threshold, Target, and Maximum amounts for the 20152018 Halliburton Annual Performance Pay Plan amounts paid to each NEO are: $3,444,980 for Mr. Miller; $60,626 for Mr. Loeffler; $1,624,050 for Mr. Brown; $1,578,938 for Mr. Rainey; $2,050,600 for Mr. Lesar; and the 2015 cycle of the Performance Unit Program can be found in the Grants of Plan-Based Awards in Fiscal 2015 table under the Estimated Future Payouts Under Non-Equity Incentive Plan Awards.$1,052,654 for Mr. Weber.   As discussed in the Compensation Discussion and Analysis, no amounts were earned by our NEOs under the 2015 Halliburton Annual Performance Pay Plan because the minimum threshold performance level was not achieved. The 20132016 cycle Performance Unit Program amounts paid to each NEO are: $5,999,513$6,183,728 for Mr. Lesar; $217,564 for Mr. Garcia; $1,634,785Miller; $3,662,006 for Mr. Brown; $2,218,718$3,662,006 for Mr. Miller;Rainey; and $1,634,785$11,022,402 for Mr. Rainey. Lesar. Messrs. Loeffler and Weber were not participants in the 2016 cycle Performance Unit Program. The amounts paid to the NEOs for the 20132016 cycle Performance Unit Program differ from what is shown in the Grants of Plan-Based Awards in Fiscal Year 20152018 table under Estimated Future Payments Under Non-Equity Incentive Plan Awards. The Grants of Plan-Based Awards in Fiscal Year 2015That table indicates the potential award amounts for Threshold, Target and Maximum under the 20152018 cycle Performance Unit Program, which will close on December 31, 2017. The Summary Compensation Table shows amounts paid for the 2013 cycle Performance Unit Program, which closed on December 31, 2015.2020.   HALLIBURTON - 2016 Proxy Statement 38 Back to Contents Change in Pension Value and NQDC Earnings.The amounts in the Change in Pension Value and NQDC Earnings column are attributable to the above-market earnings for various nonqualified plans. The methodology for determining what constitutes above-market earnings is the difference between the interest rate as stated in the applicable nonqualified plan document and the Internal Revenue Service Long-Term 120% AFR rate as of December 31, 2015.2018. The 120% AFR rate used for determining above-market earnings in 20152018 was 3.13%3.98%.   Halliburton Company Supplemental Executive Retirement Plan Above-Market Earnings.Earnings. The current interest rate for active participant accounts in the Halliburton Company Supplemental Executive Retirement Plan is 5% as defined by the plan document. The above-market earnings for the planactive participants equaled 1.87%1.02% (5% (plan interest) minus 3.13% (120% AFR rate)3.98%) for 2015. The amounts shown in this column differ from the amounts shown for the Halliburton Company Supplemental Executive Retirement Plan in the 2015 Nonqualified Deferred Compensation table under the Aggregate Earnings in Last Fiscal Year column because that table includes all earnings and losses, and the Summary Compensation Table shows above-market earnings only.2018.   NEOs earned above-market earnings for their balances associated with the Halliburton Company Supplemental Executive Retirement Planplan as follows: $183,534$39,493 for Mr. Miller; $73,685 for Mr. Brown; $47,235 for Mr. Rainey; $155,243 for Mr. Lesar; $7,210and $3,801 for Mr. Garcia; $66,888 for Mr. Brown; $24,068 for Mr. Miller; and $38,374 for Mr. Rainey.Weber.   Halliburton Company Benefit Restoration Plan Above-Market Earnings.Earnings. In accordance with the plan document, participants earn monthly interest at the 120% AFR rate, provided the interest rate shall be no less than 6% per annum or greater than 10% per annum. Because the 120% AFR rate was below the 6% minimum interest threshold, the above-market earnings associated with this plan were 2.87%2.02% (6% (plan interest earned in 2015)interest) minus 3.13% (120% AFR rate)3.98%) for 2015. 2018. NEOs earned above-market earnings for their balances associated with the plan as follows: $7,513 for Mr. Miller; $269 for Mr. Loeffler; $11,157 for Mr. Brown; $8,045 for Mr. Rainey; $80,670 for Mr. Lesar; and $99 for Mr. Weber. Halliburton Company Elective Deferral Plan Above-Market Earnings. The average NEO earnings for the balances associated with the Halliburton Company Elective Deferral Plan were 4.1% for 2018. The above-market earnings associated with this plan equaled 0.08% (4.06% minus 3.98%) for 2018. NEOs earned above-market earnings for balances associated with the plan as follows: $17,577 for Mr. Brown; and $31,313 for Mr. Lesar. Mr. Rainey’s earnings were below market. Messrs. Miller, Loeffler, and Weber are not participants in and do not have any prior balances in the Halliburton Company Elective Deferral Plan. The amounts shown in this column differ from the amounts shown for the Halliburton CompanySupplemental Executive Retirement Plan, the Benefit Restoration Plan, and the Elective Deferral Plan in the 20152018 Nonqualified Deferred Compensation table under the Aggregate Earnings in Last Fiscal Year column because that table includes all earnings and losses and the Summary Compensation Table shows above-market earnings only.   NEOs earned above-market earnings for their balances associated with the Halliburton Company Benefit Restoration Plan as follows: $93,928 for Mr. Lesar; $1,279 for Mr. Garcia; $11,506 for Mr. Brown; $6,547 for Mr. Miller; and $8,104 for Mr. Rainey. Halliburton Company Elective Deferral Plan Above-Market Earnings.The average earnings for the balances associated with the Halliburton Company Elective Deferral Plan were 3.4% for 2015. The above-market earnings associated with this plan equaled 0.27% (3.4% minus 3.13% (120% AFR rate)) for 2015. The amounts shown in this column differ from the amounts shown for the Halliburton Company Elective Deferral Plan in the 2015 Nonqualified Deferred Compensation table under the Aggregate Earnings in Last Fiscal Year column because that table includes all earnings and losses and the Summary Compensation Table shows above-market earnings only. Messrs.Lesar, Brown, and Rainey earned above-market earnings for balances associated with the Halliburton Company Elective Deferral Plan as follows: $21,665 for Mr. Lesar; $23,575 for Mr. Brown; and $29,234 for Mr. Rainey. Messrs. Garcia and Miller are not participants in and do not have any prior balances in the Halliburton Company Elective Deferral Plan. All Other Compensation.Detailed information for amounts included in the All Other Compensation column can be found in the Supplemental Table: All Other Compensation below.Compensation.   HALLIBURTON  |  2019Proxy Statement43 Back to Contents Supplemental Table: All Other Compensation   The following table details the components of the All Other Compensation column of the Summary Compensation Table for 2015.2018.             Halliburton       Restricted   HRSP   HRSP   Benefit               Financial   Halliburton   Giving       Stock   Employer   Basic   Restoration       All       Planning   Foundation   Choices   HALPAC   Dividends   Match   Contribution   Plan   SERP   Other   Total Name   ($)   ($)   ($)   ($)   ($)   ($)   ($)   ($)   ($)   ($)   ($)   Financial Planning ($)   Charitable Match ($)   HALPAC ($)   Restricted Stock Dividends ($)   HRSP Employer Match ($)   HRSP Basic ($)   Benefit Restoration Plan ($)   SERP ($)   Expatriate Assignment ($)   All Other ($)   Total ($) Jeffrey A. Miller   1,473   113,500   5,000   279,796   13,750   5,500   78,750   876,000   0   159,519   1,533,288 Lance Loeffler   0   17,685   0   29,447   0   5,500   7,000   159,000   0   0   218,632 James S. Brown   10,000   780   4,935   155,746   13,750   5,500   43,750   0   0   101,479   335,940 Joe D. Rainey   23,875   0   0   0   13,750   5,500   42,000   464,000   2,577,873   8,202   3,135,200 David J. Lesar   15,000   112,500   2,900   5,000   260,960   13,050   10,600   125,550   1,133,000   263,053   1,941,613   15,000   112,295   5,000   415,572   13,750   5,500   50,750   0   0   494,807   1,112,674 Christian A. Garcia   0   11,250   400   960   22,115   11,151   10,600   15,739   285,000   6,279   363,494 James S. Brown   10,000   0   780   4,934   211,532   12,948   10,600   55,328   1,000,000   54,764   1,360,886 Jeffrey A. Miller   4,675   112,500   1,000   5,000   210,215   8,883   10,600   64,125   651,000   16,538   1,084,536 Joe D. Rainey   6,500   0   1,000   5,000   0   10,639   10,600   49,609   709,000   1,927,952   2,720,300 Christopher T. Weber   0   875   4,250   34,513   11,000   0   0   0   0   1,480,895   1,531,533   Financial Planning.Planning. This program allows NEOs to receive financial planning services byfrom accredited financial planners. Tax planning is not covered under this program. The amount is based on the services the NEO received in 2015. If they do not utilize the program, the amount is forfeited.2018. This benefit was eliminated effective January 1, 2019.   Charitable Match. Charitable Match consists of two separate programs: Halliburton Foundation.The Halliburton Foundation allows NEOsGiving Choices and other employees to donate to approved universities, medical hospitals, and primary schools of their choice. In 2015, the Halliburton Foundation matched donations up to $20,000 on a 2.25 for 1 basis. Messrs. Lesar and Miller participate in the Halliburton Foundation’s matching program for Directors, which allowed their 2015 contributions up to $50,000 to qualified organizations to be matched on a 2.25 for 1 basis. Halliburton Giving Choices.Foundation. The Halliburton Giving Choices Program allows NEOs and other employees to donate to approved not-for-profit charities of their choice. We match donations by contributing ten cents for every dollar contributed by employees. TheMatching amounts shown represent the match amounts the program donated to charities on behalf of the NEOs were: $1,000 for Mr. Miller; $360 for Mr. Loeffler; and $875 for Mr. Weber. The Halliburton Foundation allows NEOs and other employees to donate to approved universities, medical hospitals, and primary schools of their choice. In 2018, the Halliburton Foundation matched donations up to $20,000 on a 2.25 for 1 basis. Messrs. Miller and Lesar participated in 2015.the Halliburton Foundation’s matching program for Directors, which allowed their 2018 contributions up to $50,000 to be matched on a 2.25 for 1 basis. For 2018, the matching contributions were $112,500 for Mr. Miller; $17,325 for Mr. Loeffler; and $112,295 for Mr. Lesar.   HALLIBURTON - 2016 Proxy Statement 39 Back to Contents Halliburton Political Action Committee.Committee. The Halliburton Political Action Committee, or HALPAC, allows NEOs and other eligible employees to donate to political candidates and participate in the political process. We match the NEO’s donationNEOs’ and other employees’ donations to HALPAC dollar-for-dollar to a 501(c)(3) status nonprofit organization of the contributor’s choice. The amounts shown represent the match amounts the program donated to charities on behalf of the NEOs in 2015.2018.   Restricted Stock Dividends.Dividends. This is the amount of dividends paid on restricted stock held by NEOs in 2015. Restricted2018. With the exception of restricted stock awards made to Mr. Brown and Mr. Lesar in June of 2017, restricted stock units granted to employees do not receive dividend payments.   Halliburton Retirement and Savings Plan Employer Match.MatchThe amount shown. This is the contribution we made on behalf of each NEO to the Halliburton Company Retirement and Savings Plan, our defined contribution plan. We match employee contributions up to 5% of each employee’s eligible base salary up to the 401(a)(17) compensation limit of $265,000$275,000 in 2015.2018.   Halliburton Retirement and Savings Plan Basic Contribution.Contribution. This is the contribution we made on behalf of each NEO to the Halliburton Company Retirement and Savings Plan. If actively employed on December 31, 2015,2018, or if they meet retirement eligibility requirements of the plan as of their separation date, each employee receives a contribution equal to 4%2% of their eligible base pay up to the 401(a)(17) compensation limit of $265,000$275,000 in 2015.2018.   Halliburton Company Benefit Restoration Plan.Plan. This is the award earned under the Halliburton Company Benefit Restoration Plan in 2015. The plan provides a vehicle to restore qualified plan benefits which are reduced2018 as a resultdiscussed in the Benefit Restoration Plan section of limitations on contributions imposed under the Internal Revenue Code or due to participation in other plans we sponsorCompensation Discussion and to defer compensation that would otherwise be treated as excessive employee remuneration within the meaning of Section 162(m) of the Internal Revenue Code.Analysis. Associated interest, awards, and beginning and ending balances for the Halliburton Company Benefit Restoration Plan are included in the 20152018 Nonqualified Deferred Compensation table. Above-market interest earned on these awards and associated balances are shown in the Summary Compensation Table under the Change in Pension Value and NQDC Earnings column.   Halliburton Company Supplemental Executive Retirement Plan.PlanThese are awards. This is the award approved under the Halliburton Company Supplemental Executive Retirement Plan in 2018 as discussed in the Supplemental Executive Retirement Plan section of the Compensation Discussion and Analysis. Awards are approved by our Compensation Committee annually. The SERP provides a competitive level of pay replacement for key executives upon retirement. Associated interest, awards, and beginning and ending balances for the SERPHalliburton Company Supplemental Executive Retirement Plan are included in the 20152018 Nonqualified Deferred Compensation table.   Expatriate Assignment. In 2018, Mr. Rainey received compensation associated with his expatriate assignment similar in type to that received by other expatriates on comparable assignments. He received $79,736 for cost of living adjustment; $87,500 mobility premium; $2,283,284 for tax equalization; $500 for tax preparation fees; $113,784 for imputed housing allowance; and $13,069 for auto imputed allowance. All Other. • Country Club Membership Dues.Dues. Club memberships are approved for business purposes only. During 2015,2018, we paid club membership dues for Mr. Brown. TheBrown in the amount incurred was $29,119.of $48,000. Beginning January 1, 2019, we will no longer pay country club membership dues for our NEOs, except for a prior commitment to Mr. Brown which expires upon his retirement in 2019.     • Aircraft Usage.UsageMr.. As a result of the recommendations provided by an independent, third-party security consultant, the Board has determined that Messrs. Miller and Lesar (before his spouse,retirement) must use company aircraft for all travel. The security study also recommends that their spouses and children use our aircraft for all travel for security reasons as directed by the Board.company- www.halliburton.com HALLIBURTON  |  2019Proxy Statement44 Back to Contents provided aircraft. The only personal use of company aircraft in 20152018 for other NEOs was for spousal and dependent travel on select business trips. For 2015,2018, the incremental cost to us for this personal use of our aircraft was as follows: $156,574$27,561 for Mr. Lesar; $12,494Miller; $22,175 for Mr. Brown; $3,987$5,069 for Mr. Miller;Rainey; and $3,987$417,528 for Mr. Rainey.Lesar. For total compensation purposes in 2015,2018, we valued the incremental cost of the personal use of aircraft using a method that takes into account: landing, parking, hanger, flight planning services, and dead-head costs; crew travel expenses; supplies and catering; aircraft fuel and oil expenses per hour of flight; any customs, foreign permit, and similar fees; and passenger ground transportation. For tax purposes, we impute income to the NEO for the value of the spousal and dependent travel on select business trips and reimburse the NEO for the tax impact of the imputed income. For 20152018, tax reimbursements for imputed income associated with this spousal and dependent travel were as follows: $44,088$32,312 for Mr. Lesar; $5,695 for Mr. Garcia; $13,151Miller; $31,304 for Mr. Brown; $9,706$3,133 for Mr. Miller;Rainey; and $1,720$47,218 for Mr. Rainey.Lesar. Effective January 1, 2019, NEOs will no longer be reimbursed for the tax impact of any imputed income resulting from aircraft usage.     • Home Security.Security. We provide security for residences based on risk assessments which consider the NEO’s position. In 2015,2018, home security costs were as follows: $38,309$91,603 for Mr. Miller; $4,516 for Mr. Lesar; $584and $44,360 for Mr. Garcia; and $2,845 for Mr. Miller.Weber.     • Car/Driver.Driver. A car and part-time driver have been assigned to Mr.were used by Messrs. Miller and Lesar for security purposes and so that hethey can work while in transit to allow him to meet customer and our needs. In 20152018, the cost to us was $19,532.$8,044 and $9,507, respectively.     • Other Compensation for Mr. Lesar.Lesar. In 2015,2018, Mr. Lesar received $2,672 in imputed income for relocation, and $1,878$1,683 for tax equalization.equalization, and $11,684 in retirement gifts.     • Other Compensation for Mr. Rainey.Weber. In 2015,2018, Mr. Rainey received $45,764 for costWeber’s other compensation consisted of living adjustment; $81,621 mobility premium; $1,659,076 for tax equalization; $500 for tax preparation fees; $122,215 for imputed housing allowance;$1,400,000 in severance, $15,000 in lieu of outplacement services, and $13,069 for auto imputed allowance. All compensation amounts are associated with his expatriate assignment and other expatriates on comparable assignments receive similar types of adjustments.a $21,535 unused vacation payment.   HALLIBURTON - 2016 Proxy Statement 40 Back to Contents GRANTS OF PLAN-BASED AWARDS IN FISCAL 2015Grants of Plan-Based Awards in Fiscal 2018   The following table represents amounts associated with the 20152018 cycle Performance Unit Program, the 20152018 Annual Performance Pay Plan, and restricted stock and stock option awards granted in 20152018 to our NEOs.     Estimated Future Payouts Under Non-Equity Incentive Plan Awards   All Other Stock Awards: Number of Shares of   All Other Option Awards: Number of Securities   Exercise or Base Price of Option   Grant Date Fair Value of Stock and Option Name   Grant Date   Threshold ($)   Target ($)   Maximum ($)   Stock or Units (#)   Underlying Options (#)   Awards ($/Share)   Awards ($) Jeffrey A. Miller     1,182,114   4,728,457   9,456,914 (1)            Estimated Future Payouts Under Non-Equity       All Other             840,000   2,100,000   4,200,000 (2)            Incentive Plan Awards   All Other   Option Awards:       Grant Date   12/05/2018   99,800   3,137,712                   Stock Awards:   Number of   Exercise or   Fair Value   12/05/2018   171,200   $31.44   1,253,184 Lance Loeffler     60,000   150,000   300,000 (2)                        Number of   Securities   Base Price   of Stock   01/02/2018   7,660   380,013                   Shares of   Underlying   of Option   and Option   Grant   Threshold   Target   Maximum   Stock or Units   Options   Awards   Awards Name   Date   ($)   ($)   ($)   (#)   (#)   ($/Share)   ($) David J. Lesar       2,395,707   4,791,414   9,582,828 (1)                      1,050,000   2,625,000   5,250,000 (2)                  12/02/2015               99,300           3,867,735   12/02/2015                   176,900   38.95   2,103,341 Christian A. Garcia       119,841   239,682   479,364 (1)                      135,000   337,500   675,000 (2)                  01/02/2018   20,416   $49.61   252,138   12/02/2015               18,000           701,100   12/05/2018   29,800   936,912   12/02/2015                   32,100   38.95   381,669   12/05/2018   51,100   $31.44   374,052 James S. Brown       800,855   1,601,710   3,203,420 (1)                    475,985   1,903,942   3,807,883 (1)            396,000   990,000   1,980,000 (2)                    396,000   990,000   1,980,000 (2)        12/02/2015               32,900           1,281,455   12/05/2018   38,900   1,223,016   12/02/2015                   58,700   38.95   697,943   12/05/2018   66,800   $31.44   488,976 Jeffrey A. Miller       1,548,117   3,096,234   6,192,468 (1)                      500,000   1,250,000   2,500,000 (2)                  12/02/2015               55,700           2,169,515   12/02/2015                   99,200   38.95   1,179,488 Joe D. Rainey       800,855   1,601,710   3,203,420 (1)                    422,349   1,689,396   3,378,792 (1)            367,400   918,500   1,837,000 (2)                    385,000   962,500   1,925,000 (2)        12/02/2015               32,900           1,281,455   12/05/2018   38,900   1,223,016   12/02/2015                   58,700   38.95   697,943   12/05/2018   66,800   $31.44   488,976 HALLIBURTON  |  2019Proxy Statement45 Back to Contents         Estimated Future Payouts Under Non-Equity Incentive Plan Awards   All Other Stock Awards: Number of Shares of   All Other Option Awards: Number of Securities   Exercise or Base Price of Option   Grant Date Fair Value of Stock and Option Name   Grant Date   Threshold ($)   Target ($)   Maximum ($)   Stock or Units (#)   Underlying Options (#)   Awards ($/Share)   Awards ($) David J. Lesar       716,250   2,865,000   5,730,000 (1)                        500,000   1,250,000   2,500,000 (2)                                                  Christopher T. Weber(3)       314,743   1,258,970   2,517,940 (1)                        280,000   700,000   1,400,000 (2)                (1) Opportunity levels under the 20152018 cycle of the Performance Unit Program. (2) Opportunity levels under the 20152018 Halliburton Annual Performance Pay Plan. (3) The amounts reflected were the initial opportunity levels under the 2018 cycle of the Performance Unit Program and the 2018 Annual Performance Pay Plan for Mr. Weber. Because of his resignation, no payment will be made to him under the 2018 cycle of the Performance Unit Program; however, he received a prorated payment under the 2018 Annual Performance Pay Plan.   As indicated by footnote (1), the opportunities for each NEO under the 20152018 cycle Performance Unit Program if the Threshold, Target, or Maximum levels are achieved are reflected under Estimated Future Payouts Under Non-Equity Incentive Plan Awards. The potential payouts are performance driven and completely at risk. For more information on the 20152018 cycle Performance Unit Program, refer to Long-term Incentives in the Compensation Discussion and Analysis.   As indicated by footnote (2), the opportunities for each NEO under the 20152018 Halliburton Annual Performance Pay Plan are also reflected under Estimated Future Payouts Under Non-Equity Incentive Plan Awards. This plan measures company Cash Value Added as compared to our pre-established goals during a one-year period. The potential payouts are performance driven and completely at risk. For more information on the 20152018 Halliburton Annual Performance Pay Program, refer to Short-term (Annual) IncentivesIncentive in the Compensation Discussion and Analysis.   All restricted stock and nonqualified stock option awards are granted under the Stock and Incentive Plan. The awards listed under All Other Stock Awards: Number of Shares of Stock or Units and under All Other Option Awards: Number of Securities Underlying Options were awarded to each NEO on the date indicated by the Compensation Committee.   The annual restricted stock grants awarded to the NEOs in 2015during 2018 are subject to a graded vesting schedule of 20% per year over five years. This vesting schedule serves to motivate our NEOs to remain employed with us. All restricted shares are priced at fair market value on the date of grant. Quarterly dividends are paid on the restricted shares at the same time and rate payable on our common stock, which was $0.18 per share during 2015. Quarterly dividends are not paid on restricted stock units.2018. The shares may not be sold transferred or used as collateraltransferred until fully vested. The shares remain subject to forfeiture during the restricted period in the event of athe NEO’s termination of employment or an unapproved early retirement.   Nonqualified stock options granted in 20152018 vest over a three-year graded vesting period with 331/3%1/3% of the grantsoptions vesting each year. All options are priced at the fair market value on the date of grant using the Black-Scholes options pricing model. There are no voting or dividend rights unless the NEO exercises the options and acquires the shares.   The Estimated Future Payouts Under Equity Incentive Plan Awards columns have been omitted because awards under the Performance Unit Program and Halliburton Annual Performance Pay Plan are expected to be paid in cash and are disclosed under Estimated Future Payouts Under Non-Equity Incentive Plan Awards. HALLIBURTONwww.halliburton.com  - 2016 HALLIBURTON  |  2019Proxy Statement46 41 Back to Contents OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END 2015Outstanding Equity Awards at Fiscal Year End 2018   The following table represents outstanding stock option and restricted stock awards for our NEOs as of December 31, 2015.2018. The market value of shares or units of stock not vested was determined by multiplying the number of unvested restricted shares at year end by the closing price of our common stock on the NYSE of $26.58 on December 31, 2018.     Option Awards   Stock Awards Name Grant Date Number of Securities Underlying Unexercised Options (#) Exercisable Number of Securities Underlying Unexercised Options (#) Unexercisable Option Exercise Price ($) Option Expiration Date   Number of Shares or Units of Stock Not Vested (#) Market Value of Shares or Units of Stock Not Vested ($) Jeffrey A. Miller(1) 12/4/2013 55,700 – 50.62 12/4/2023   – –       Option Awards   Stock Awards 8/1/2014 –   45,300 1,204,074         Number of   Number of                 12/3/2014 115,100 – 40.75 12/3/2024   12,400 329,592         Securities   Securities             Number of     12/2/2015 99,200 – 38.95 12/2/2025   22,280 592,202         Underlying   Underlying             Shares   Market Value 12/7/2016 46,334 23,166 53.54 12/7/2026   25,080 666,626         Unexercised   Unexercised   Option         or Units   of Shares 6/1/2017 –   150,000 3,987,000         Options   Options   Exercise   Option     of Stock   or Units of Stock 12/6/2017 42,834 85,666 43.38 12/6/2027   61,680 1,639,454         (#)   (#)   Price   Expiration     Not Vested   Not Vested 12/5/2018 – 171,200 31.44 12/5/2028   99,800 2,652,684 Name   Grant Date     Exercisable   Unexercisable   ($)   Date     (#)   ($) David J. Lesar(1)   12/6/2006   –   –           8,438   287,230   12/1/2010   108,000   –   39.19   12/1/2020   –   –   12/6/2011   141,900   –   35.57   12/6/2021   22,000   748,880   12/5/2012   208,900   –   33.50   12/5/2022   60,360   2,054,654   12/4/2013   91,934   45,966   50.62   12/4/2023   56,820   1,934,153   12/3/2014   59,367   118,733   40.75   12/3/2024   76,800   2,614,272   12/2/2015     –   176,900   38.95   12/2/2025     99,300   3,380,172 TOTAL         610,101   341,599             323,718   11,019,361   359,168 280,032   416,540 11,071,632 Christian A. Garcia(2)   1/3/2007   –   –           780   26,551 Lance Loeffler(2) 9/8/2014 –   1,000 26,580   1/2/2009   13,500   –   19.45   1/2/2019   –   – 1/2/2015 15,594 – 39.49 1/2/2025   3,292 87,501   3/8/2011   –   –           2,000   68,080 5/1/2015 –   406 10,791   12/6/2011   1,933   –   35.57   12/6/2021   900   30,636 1/4/2016 18,609 9,303 34.48 1/4/2026   6,264 166,497   12/5/2012   4,999   –   33.50   12/5/2022   2,160   73,526 1/3/2017 5,560 11,118 55.68 1/3/2017   5,186 137,844   12/4/2013   3,934   1,966   50.62   12/4/2023   4,200   142,968 5/3/2017 –   8,840 234,967   12/3/2014   2,901   5,799   40.75   12/3/2024   8,000   272,320 1/2/2018 – 20,416 49.61 1/2/2028   7,660 203,603   12/2/2015     –   32,100   38.95   12/2/2025     18,000   612,720 12/5/2018 – 51,100 31.44 12/5/2028   29,800 792,084 TOTAL         27,267   39,865             36,040   1,226,801   39,763 91,937   62,448 1,659,867 James S. Brown(3)   1/3/2007   –   –           2,600   88,504 12/1/2010 26,100 – 39.19 12/1/2020   – –   12/2/2008   –   –           58,365   1,986,745 12/6/2011 43,700 – 35.57 12/6/2021   – –   12/1/2010   26,100   –   39.19   12/1/2020   –   – 12/5/2012 56,900 – 33.50 12/5/2022   – –   5/18/2011   –   –           106,474   3,624,375 12/4/2013 45,500 – 50.62 12/4/2023   – –   12/6/2011   43,700   –   35.57   12/6/2021   6,780   230,791 12/3/2014 59,500 – 40.75 12/3/2024   6,400 170,112   12/5/2012   56,900   –   33.50   12/5/2022   16,440   559,618 12/2/2015 58,700 – 38.95 12/2/2025   13,160 349,793   12/4/2013   30,334   15,166   50.62   12/4/2023   18,720   637,229 12/7/2016 26,734 13,366 53.54 12/7/2026   14,520 385,942   12/3/2014   19,834   39,666   40.75   12/3/2024   25,600   871,424 6/1/2017 –   108,743 2,890,389   12/2/2015     –   58,700   38.95   12/2/2025     32,900   1,119,916 12/6/2017 16,024 32,046 43.38 12/6/2027   23,936 636,219 TOTAL         176,868   113,532             267,879   9,118,602 Jeffrey A. Miller(4)   1/3/2007   –   –           600   20,424   1/1/2011   –   –           2,500   85,100   9/27/2011   –   –           50,000   1,702,000   1/3/2012   3,833   –   34.15   1/3/2022   3,600   122,544   9/19/2012   –   –           50,000   1,702,000   12/5/2012   51,466   –   33.50   12/5/2022   22,320   759,773   12/4/2013   37,134   18,566   50.62   12/4/2023   22,920   780,197   8/1/2014   –   –           45,300   1,542,012   12/3/2014   38,367   76,733   40.75   12/3/2024   49,600   1,688,384   12/2/2015     –   99,200   38.95   12/2/2025     55,700   1,896,028 12/5/2018 – 66,800 31.44 12/5/2028   38,900 1,033,962 TOTAL         130,800   194,499             302,540   10,298,462   333,158 112,212   205,659 5,466,417 Joe D. Rainey(5)   1/3/2007   –   –           600   20,424   12/6/2011   14,566   –   35.57   12/6/2021   56,780   1,932,791   12/5/2012   37,933   –   33.50   12/5/2022   16,440   559,618   12/4/2013   30,334   15,166   50.62   12/4/2023   18,720   637,229   12/3/2014   19,834   39,666   40.75   12/3/2024   25,600   871,424   12/2/2015     –   58,700   38.95   12/2/2025     32,900   1,119,916 TOTAL         102,667   113,532             151,040   5,141,402   HALLIBURTON - 2016   |  2019Proxy Statement47 42 Back to Contents     Option Awards   Stock Awards Name Grant Date Number of Securities Underlying Unexercised Options (#) Exercisable Number of Securities Underlying Unexercised Options (#) Unexercisable Option Exercise Price ($) Option Expiration Date   Number of Shares or Units of Stock Not Vested (#) Market Value of Shares or Units of Stock Not Vested ($) Joe D. Rainey(4) 12/6/2011 14,566 – 35.57 12/6/2021   – –   12/5/2012 37,933 – 33.50 12/5/2022   – –   12/4/2013 45,500 – 50.62 12/4/2023   – –   12/3/2014 59,500 – 40.75 12/3/2024   6,400 170,112   12/2/2015 58,700 – 38.95 12/2/2025   13,160 349,793   12/7/2016 26,734 13,366 53.54 12/7/2026   14,520 385,942   5/17/2017 – –       54,089 1,437,686   12/6/2017 15,301 30,599 43.38 12/6/2027   22,080 586,886   12/5/2018 – 66,800 31.44 12/5/2028   38,900 1,033,962 TOTAL   258,234 110,765       149,149 3,964,381 David J. Lesar(5) 12/1/2010 108,000 – 39.19 12/1/2020   – –   12/6/2011 141,900 – 35.57 12/6/2021   – –   12/5/2012 208,900 – 33.50 12/5/2022   – –   12/4/2013 137,900 – 50.62 12/4/2023   – –   12/3/2014 178,100 – 40.75 12/3/2024   – –   12/2/2015 176,900 – 38.95 12/2/2025   – –   12/7/2016 76,601 38,299 53.54 12/7/2026   – –   6/1/2017 – –       – –   12/6/2017 25,967 51,932 43.38 12/6/2027   – – TOTAL   1,054,268 90,231       – – Christopher T. Weber(6) 6/22/2017 6,059 – 41.90 2/7/2019   – – TOTAL   6,059 –       – – (1) Mr. Lesar’sMiller’s stock option awards vest annually in equal amounts over three-year vesting schedules. His restricted stock awards vest in equal amounts over each grant’s five-year vesting schedule, except for the December 6, 2006 award,August 1, 2014, and June 1, 2017, awards, which vests in equal amounts over ten years.each vest 100% five years from the date of grant. (2) Mr. Garcia’sLoeffler’s stock option awards vest annually in equal amounts over three-year vesting schedules. His restricted stock awards vest in equal amounts over each grant’s five-year vesting schedule, except for the JanuaryMay 3, 20072017, award, which vests in equal amounts over ten years.will vest 100% three years from the date of grant. (3) Mr. Brown’s stock option awards vest annually in equal amounts over three-year vesting schedules. His restricted stock awards vest in equal amounts over each grant’s five-year vesting schedule, except for the January 3, 2007 award,June 1, 2017, grant which vests in equal amounts over ten years,50% provided that he remains employed by us through December 31, 2019, or his employment is earlier terminated, other than for early retirement, cause, or a fiduciary violation. The remaining one-half of the December 2, 2008 restricted stock award, which began vestingequity grant will be valued on the sixthtermination date and paid in three equal annual installments beginning on the first anniversary of the award, and vests 20% annually through year ten, and the May 18, 2011 restricted stock award, which vests 100% on May 30, 2016.his termination. (4) Mr. Miller’s stock option awards vest annually in equal amounts over three-year vesting schedules. His restricted stock awards vest in equal amounts over each grant’s five-year vesting schedule, except for the January 3, 2007 award, which vests in equal amounts over ten years, and the September 27, 2011, September 19, 2012, and August 1, 2014 awards, which each vest 100% five years from the date of grant. (5) Mr. Rainey’s stock option awards vest annually in equal amounts over three-year vesting schedules. His restricted stock awards vest in equal amounts over each grant’s five-year vesting schedule, except for the January 3, 2007 award,May 17, 2017, grant which vests in equal amounts over ten100% five years andfrom the December 6, 2011date of grant. (5) As a result of his retirement, Mr. Lesar’s restricted stock awardwas vested and his outstanding options maintained their original vesting schedules and expiration dates. (6) As a result of 50,000 shares, which vest 100% on December 6, 2016.his resignation, Mr. Weber’s restricted stock was vested and unvested stock options were cancelled.   www.halliburton.com HALLIBURTON  |  2019Proxy Statement48 Back to Contents The nonqualified stock option awards listed under2018 Option Awards include outstanding awards, exercisableExercises and unexercisable, as of December 31, 2015. The restricted stock awards under Stock Awards are the number of shares not vested as of December 31, 2015. The market value shown was determined by multiplying the number of unvested restricted shares at year end by the closing price of our common stock on the NYSE of $34.04 on December 31, 2015. The Equity Incentive Plan Awards columns are omitted as we do not utilize this type of award at this time. The narratives under the Summary Compensation Table and the Grants of Plan-Based Awards in Fiscal 2015 table contain additional information on stock option and restricted stock awards. 2015 OPTION EXERCISES AND STOCK VESTEDVested   The following table represents stock options exercised and restricted shares that vested during fiscal year 20152018 for our NEOs.       Option Awards       Stock Awards       Number of Shares       Value Realized       Number of Shares       Value Realized       Acquired on Exercise       on Exercise       Acquired on Vesting       on Vesting     Option Awards   Stock Awards Name     (#)       ($)       (#)       ($)     Number of Shares Acquired on Exercise (#)   Value Realized on Exercise ($)   Number of Shares Acquired on Vesting (#)   Value Realized on Vesting ($) Jeffrey A. Miller   –   –   54,960   1,702,802 Lance Loeffler   –   –   6,235   302,458 James S. Brown   –   –   49,499   1,545,410 Joe D. Rainey   –   –   29,580   920,111 David J. Lesar     0       0       118,017       4,391,662     –   –   428,569   12,554,410 Christian A. Garcia     0       0       11,690       457,381   James S. Brown     0       0       53,055       2,045,641   Jeffrey A. Miller     0       0       39,600       1,514,552   Joe D. Rainey     0       0       36,360       1,396,209   Christopher T. Weber   –   –   64,628   2,063,607   The value realized for vested restricted stock awards was determined by multiplying the fair market value of the shares (closing price of our common stock on the NYSE on the vesting date) by the number of shares that vested. Shares vested on various dates throughout the year; therefore, theyear. The value listed represents the aggregate value of all shares that vested for each NEO in 2015.2018.   HALLIBURTON - 2016 Proxy Statement 43 Back to Contents 2015 NONQUALIFIED DEFERRED COMPENSATION2018 Nonqualified Deferred Compensation   The 20152018 Nonqualified Deferred Compensation table reflects balances in our nonqualified plans as of January 1, 2015,2018, contributions made by the NEO and us during 2015, any2018, earnings (the net of the gains and losses on funds, as applicable), distributions, and the ending balance as of December 31, 2015.2018. The plans are described in the Compensation Discussion and Analysis or the narratives to the Summary Compensation Table, and brief summaries are provided below.Analysis.   Name   Plan     01/01/15 Balance ($)       Executive Contributions In Last Fiscal Year ($)       Registrant Contributions In Last Fiscal Year ($)       Aggregate Earnings In Last Fiscal Year ($)       Aggregate Withdrawals/ Distribution ($)       Aggregate Balance At Last Fiscal Year End ($)   David J. Lesar   SERP     9,820,754       0       1,133,000       490,924       0       11,444,678       Benefit Restoration     3,023,018       0       125,550       188,548       0       3,337,116       Elective Deferral     1,213,807       8,154,450       0       399,564       0       9,767,821       TOTAL     14,057,579       8,154,450       1,258,550       1,079,036       0       24,549,615   Christian A. Garcia   SERP     387,074       0       285,000       19,325       0       691,399       Benefit Restoration     32,551       0       15,739       2,298       0       50,588       TOTAL     419,625       0       300,739       21,623       0       741,987   James S. Brown   SERP     3,582,472       0       1,000,000       179,019       0       4,761,491       Benefit Restoration     307,051       0       55,328       21,117       0       383,496       Elective Deferral     929,911       0       0       52,661       0       982,572       TOTAL     4,819,434       0       1,055,328       252,797       0       6,127,559   Jeffrey A. Miller   SERP     1,291,586       0       651,000       64,494       0       2,007,080       Benefit Restoration     117,988       0       64,125       10,240       0       192,353       TOTAL     1,409,574       0       715,125       74,734       0       2,199,433   Joe D. Rainey   SERP     2,056,444       0       709,000       102,741       0       2,868,185       Benefit Restoration     188,515       0       49,609       14,005       0       252,129       Elective Deferral     2,367,819       788,000       0       133,718       0       3,289,537       TOTAL     4,612,778       788,000       758,609       250,464       0       6,409,851   Halliburton Company Supplemental Executive Retirement Plan.The SERP provides a competitive level of pay replacement for key executives upon retirement. The current pay replacement target is 75% of final base salary at age 65 with 25 years of service. Several assumptions are made annually and include a base salary increase percentage, qualified and nonqualified plan contributions, qualified and nonqualified plan investment earnings, and an annuity rate. Allocations under the SERP can be made once a year and are approved by the Compensation Committee at their discretion. The material factors and guidelines considered in making an allocation include: • Retirement benefits provided from our other programs, both qualified and nonqualified; • Current compensation; • Length of service; and • Years of service to normal retirement. All of the NEOs are fully vested in their respective account balances. Balances earn interest at an annual rate of 5%. SERP amounts shown in the Registrant Contributions in Last Fiscal Year column are included in the Summary Compensation Table under All Other Compensation. Halliburton Company Benefit Restoration Plan.The Halliburton Company Benefit Restoration Plan provides a vehicle to restore qualified plan benefits which are reduced as a result of limitations on contributions imposed under the Internal Revenue Code or due to participation in other plans we sponsor and to defer compensation that would otherwise be treated as excessive remuneration within the meaning of Section 162(m) of the Internal Revenue Code. Awards are made annually to those who meet these criteria and earned interest at an annual rate as defined by the plan document. Awards and corresponding interest balances are 100% vested and distributed upon separation. In accordance with the plan document, participants earn monthly interest at the 120% AFR rate, provided the interest rate shall be no less than 6% per annum or greater than 10% per annum. Because the 120% AFR rate was below the 6% minimum interest threshold, plan participants earned interest at an annual rate of 6% in 2015. Benefit Restoration amounts shown in the Registrant Contributions in Last Fiscal Year column are included in the Summary Compensation Table under All Other Compensation. Halliburton Company Elective Deferral Plan.The Halliburton Company Elective Deferral Plan allows participants to save for retirement utilizing eligible pre-tax base and/or eligible incentive compensation. Name   Plan   01/01/18 Balance ($)   Executive Contributions In Last Fiscal Year ($)   Registrant Contributions In Last Fiscal Year ($)   Aggregate Earnings In Last Fiscal Year ($)   Aggregate Distributions ($)   Aggregate Balance At Last Fiscal Year End ($) Jeffrey A. Miller   SERP   3,886,611   0   876,000   194,180   0   4,956,791     Benefit Restoration   376,702   0   78,750   22,506   0   477,958     TOTAL   4,263,313   0   954,750   216,686   0   5,434,749 Lance Loeffler   SERP   0   0   159,000   0   0   159,000     Benefit Restoration   13,557   0   7,000   809   0   21,366     TOTAL   13,557   0   166,000   809   0   180,366 James S. Brown   SERP   7,238,913   0   0   361,794   0   7,600,707     Benefit Restoration   558,223   0   43,750   33,374   0   635,347     Elective Deferral   1,097,623   0   0   61,262   0   1,158,885     TOTAL   8,894,759   0   43,750   456,430   0   9,394,939 Joe D. Rainey   SERP   4,642,172   0   464,000   231,994   0   5,338,166     Benefit Restoration   402,706   0   42,000   24,073   0   468,779     Elective Deferral   3,748,466   0   0   105,535   0   3,854,001     TOTAL   8,793,344   0   506,000   361,602   0   9,660,946 David J. Lesar   SERP   15,243,544   0   0   761,936   0   16,005,480     Benefit Restoration   4,030,240   0   50,750   241,074   0   4,322,064     Elective Deferral   1,404,137   0   0   87,198   0   1,491,334     TOTAL   20,677,921   0   50,750   1,090,208   0   21,818,878 Christopher T. Weber(1)   SERP   –   –   –   –   –   –   Benefit Restoration   5,056   0   0   300   0   5,356     TOTAL   5,056   0   0   300   0   5,356   (1) Mr. Weber’s SERP balance of $396,846 was forfeited as a result of his resignation. HALLIBURTON  - 2016 |  2019Proxy Statement49 44 Back to Contents Participants may elect to defer up to 75% of their annual base salaryEmployment Contracts and up to 75% of their incentive compensation into the plan. Deferral elections must be made on an annual basis, including the type and timing of distribution. Plan earnings are based on the NEO’s choice of up to 12 investment options with varying degrees of risk, including the risk of loss. Investment options may be changed by the NEO daily. The amounts shown in the Aggregate Earnings in Last Fiscal Year column reflect the aggregate of all gains and losses on outstanding balances in 2015. Only the above-market interest is shown in the Summary Compensation Table, under Change in Pension Value and NQDC Earnings. EMPLOYMENT CONTRACTS AND CHANGE-IN-CONTROL ARRANGEMENTSChange-in-Control Arrangements   Employment Contracts   Messrs. Lesar, Garcia, Brown, Miller, and RaineyAll of our NEOs have employment agreements with us. Underus that contain substantial non-compete and non-solicitation provisions post separation. The employment agreements for Messrs. Miller, Loeffler, and Rainey provide that if the terms of Mr. Lesar’s agreement a terminationis terminated by the employee for causegood reason or by death, disability, or retirement or his employment is a termination for (i) gross negligence or willful misconduct interminated by the performance of his duties and responsibilities, or (ii) a conviction of a felony. In the event we terminate Mr. Lesarcompany for any reason other than cause or a fiduciary violation, all restrictions on restricted stock and units will lapse. In addition, in the case of a termination by the employee for cause, we are obligated to pay Mr. Lesar a severance payment equal to (i)good reason or termination by the value of any restricted shares that are forfeited because of termination, and (ii) five times his annual base salary. Under the terms of the agreements with Messrs. Garcia, Brown, Miller, and Rainey, the reasons for termination of employment (other than death) are defined as follows: (i) Retirement means either (a) retirement at or after normal retirement at age 65 (either voluntarily or under our retirement policy), or (b) voluntary termination of employment in accordance with our early retirement policy for other than a Good Reason. “Good Reason” means a termination of employment by employee because of (a) our material breach of any material provision of the employment agreement, or (b) a material reduction in employee’s rank or responsibility with us, provided that (i) employee provides written notice to us of the circumstances employee claims constitute “Good Reason” within 90 calendar days of the first to occur of such circumstances, (ii) such breach remains uncorrected for 30 calendar days following written notice, and (iii) employee’s termination occurs within 180 calendar days after the date that the circumstances employee claims constitute Good Reason first occurred. (ii) Permanent disability means the employee’s physical or mental incapacity to perform his or her usual duties with such condition likely to remain continuously and permanently as reasonably determined by the Compensation Committee in good faith. (iii) Voluntary termination means a termination of employment in the sole discretion and at the election of the employee for other than Good Reason. (iv) Termination for cause means our termination of employee’s employment for Cause. “Cause” means any of the following: (a) employee’s gross negligence or willful misconduct in the performance of the duties and services required of the employee; (b) employee’s final conviction of a felony; (c) a material violation of our Code of Business Conduct; or (d) employee’s material breach of any material provision of his or her employment agreement which remains uncorrected for 30 days following our written notice of such breach to employee. If the employment of Mr. Garcia terminatescompany for any reason other than death, retirement (either at age 65cause or voluntarily priora fiduciary violation, the employee will receive a lump sum cash payment equal to age 65), permanent disability, voluntary termination, or termination for cause, he is entitled to eachtwo years of the following:his base salary then in effect.   • A payment equal to one year’s base salary; and • A single lump sum cash payment equal to the value of any restricted shares that are forfeited because of termination. The payout is contingent upon compliance with a non-compete agreement and subject to vesting restrictions. IfMr. Brown’s employment agreement provides that if the employment ofagreement is terminated by Mr. Brown terminatesfor good reason or by death, disability, retirement, or early retirement or his employment is terminated by us for any reason other than death,cause or a fiduciary violation, all restrictions on restricted stock and units, other than a restricted stock unit grant valued at $5 million (the Brown equity grant), will lapse. In addition, provided that Mr. Brown remains employed by us through December 31, 2019, or his employment is earlier terminated for any of the above reasons other than early retirement, (either at age 65 or voluntarily prior to age 65), permanent disability, voluntaryhe will receive one-half of the value of the Brown equity grant in the form of Halliburton common stock. The remaining one-half of that equity grant will be valued on the termination date and paid in three equal annual installments beginning on the first anniversary of his termination, provided that he remains in compliance with his continuing obligations under the employment agreement, which include three-year non-compete and non-solicitation provisions. In addition, in the case of a termination by Mr. Brown for good reason or termination for cause, he is entitled to each ofby the following: • A payment equal to two years’ base salary; • At the Compensation Committee’s election, either the retention of all restricted shares following termination or a payment equal to the value of any restricted shares that are forfeited because of termination; • Any unpaid amounts earned under the Annual Performance Pay Plan in prior years; and • Any amount payable for the year under the Annual Performance Pay Plan in which his employment is terminated, determined as if he had remained employed for the full year. If the employment of Messrs. Miller or Rainey terminatescompany for any reason other than death, retirement (either at age 65cause or voluntarily priora fiduciary violation, Mr. Brown will receive a lump sum cash payment equal to age 65), permanent disability, voluntary termination or terminationtwo years of his base salary then in effect. Mr. Lesar retired as Executive Chairman on December 31, 2018. In accordance with his employment agreement, his participation continues for cause, the executive is entitled to each2017 and 2018 cycles of the following:Performance Unit Program, all restrictions on his restricted stock lapsed, he received a lump sum cash payment of $2 million, and one-half of the restricted stock unit for 326,229 shares (the Lesar equity grant) was distributed in the form of Halliburton common stock. The remaining one-half of the Lesar equity grant was valued based on the closing price of our common stock on the NYSE of $26.58 on December 31, 2018, and will be paid in four equal annual installments beginning on December 31, 2019, provided that he remains in compliance with his continuing obligations under the employment agreement, which include four-year non-compete and non-solicitation provisions. The employment agreement also provides that we will reimburse Mr. Lesar for reasonable office space rental, secretarial support, and security for a period of five (5) years from the date of his retirement, for which we estimate the annual cost to be approximately $251,475. Mr. Weber resigned as Chief Financial Officer effective November 9, 2018. In accordance with the Separation Agreement we entered into with Mr. Weber, he received a severance payment of $1.4 million, a pro rated payment of incentive compensation earned under the Company’s Annual Performance Pay Plan for 2018, and all restrictions on his restricted stock lapsed. The Separation Agreement restricts Mr. Weber from competing with us or soliciting our personnel for a period of two years.   •www.halliburton.com A payment equal to two years’ base salary; and HALLIBURTON  |  2019Proxy Statement50   •Back to Contents A single lump sum cash payment equal to the value of any restricted shares that are forfeited because of termination. The payout is contingent upon compliance with a non-compete agreement and subject to vesting restrictions. Change-In-Control Arrangements   We do not maintain individual change-in-control agreements or provide for excise tax gross-ups on any payments associated with a change-in-control. Some of our compensation plans, however, contain change-in-control provisions, which could result in payment of specific benefits.   HALLIBURTON - 2016 Proxy Statement 45 Back to Contents Under the Stock and Incentive Plan, in the event of a change-in-control, the following will occur automatically:   • any outstanding options and stock appreciation rights shall become immediately vested and fully exercisable; • any restrictions on restricted stock awards shall immediately lapse; • all performance measures upon which an outstanding performance award is contingent are deemed achieved and the holder receives a payment equal to the maximum amount of the award he or she would have been entitled to receive, pro-rated toprorated through the effective date;date of the change-in-control; and • any outstanding cash awards, including stock value equivalent awards, immediately vest and are paid based on the vested value of the award.   Under the Annual Performance Pay Plan:   • in the event of a change-in-control during a plan year, a participant will be entitled to an immediate cash payment equal to the maximum dollar amount he or she would have been entitled to for the year, prorated through the date of the change-in-control; and • in the event of a change-in-control after the end of a plan year but before the payment date, a participant will be entitled to an immediate cash payment equal to the incentive earned for the plan year.   Under the Performance Unit Program:   • in the event of a change-in-control during a performance cycle, a participant will be entitled to an immediate cash payment equal to the maximum amount he or she would have been entitled to receive for the performance cycle, pro-rated toprorated through the date of the change-in-control; and • in the event of a change-in-control after the end of a performance cycle but before the payment date, a participant will be entitled to an immediate cash payment equal to the incentive earned for that performance cycle.   Under the Employee Stock Purchase Plan, in the event of a change-in-control, unless the successor corporation assumes or substitutes new stock purchase rights:   • the purchase date for the outstanding stock purchase rights will be accelerated to a date fixed by the Compensation Committee prior to the effective date of the change-in-control; and • upon such effective date, any unexercised stock purchase rights will expire and we will refund to each participant the amount of his or her payroll deductions made for purposes of the Employee Stock Purchase Plan that have not yet been used to purchase stock.   As noted in the Compensation Discussion and Analysis, the Stock and Incentive Plan was amended on February 13, 2019, subject to shareholder approval, to implement a new double-trigger vesting provision upon a change-of-control. HALLIBURTON  |  2019Proxy Statement51 Back to Contents POST-TERMINATION OR CHANGE-IN-CONTROL PAYMENTSPost-Termination or Change-in-Control Payments   The following tables and narratives represent the impact of certain termination events or a change-in-control on each element of compensation for NEOs as of December 31, 2015.2018. Mr. Lesar is not included in the table because he retired on December 31, 2018. Mr. Weber is not included in the table because he resigned effective November 9, 2018. Refer to Employment Contracts for a summary of the payments each is entitled to as a result of those events.             Termination Event           Name     Payments     Resignation ($)       Early Retirement w/o Approval ($)       Early Retirement w/Approval ($)       Normal Retirement ($)       Term for Cause ($)       Term w/o Cause ($)       Change in Control ($)   David J. Lesar     Severance     0       0       0       0       0       8,150,000       0         Annual Perf. Pay Plan     0       0       5,250,000       5,250,000       0       5,250,000       5,250,000         Restricted Stock     0       0       11,019,361       11,019,361       0       11,019,361       11,019,361         Stock Options     112,806       112,806       112,806       112,806       112,806       112,806       112,806         Performance Units     0       0       9,980,213       9,980,213       0       0       9,980,213         Nonqualified Plans     24,549,615       24,549,615       24,549,615       24,549,615       24,549,615       24,549,615       0         Health Benefits     0       12,000       12,000       0       0       0       0         TOTAL     24,662,421       24,674,421       50,923,995       50,911,995       24,662,421       49,081,782       26,362,380   Christian A. Garcia     Severance     0       0       0       0       0       436,500       0         Annual Perf. Pay Plan     0       0       675,000       675,000       0       675,000       675,000         Restricted Stock     0       0       1,226,801       1,226,801       0       1,226,801       1,226,801         Stock Options     199,664       199,664       199,664       199,664       199,664       199,664       199,664         Performance Units     0       0       449,023       449,023       0       0       449,023         Nonqualified Plans     741,987       741,987       741,987       741,987       741,987       741,987       0         Health Benefits     0       0       0       0       0       0       0         TOTAL     941,651       941,651       3,292,475       3,292,475       941,651       3,279,952       2,550,488   James S. Brown     Severance     0       0       0       0       0       1,746,000       0         Annual Perf. Pay Plan     0       0       1,980,000       1,980,000       0       1,980,000       1,980,000         Restricted Stock     0       0       9,118,602       9,118,602       0       9,118,602       9,118,602         Stock Options     30,726       30,726       30,726       30,726       30,726       30,726       30,726         Performance Units     0       0       3,311,570       3,311,570       0       0       3,311,570         Nonqualified Plans     6,127,559       6,127,559       6,127,559       6,127,559       6,127,559       6,127,559       0         Health Benefits     0       12,000       12,000       0       0       0       0         TOTAL     6,158,285       6,158,285       20,580,457       20,568,457       6,158,285       19,002,887       14,440,898           Termination Event   Name   Payments   Resignation ($)   Early Retirement w/o Approval ($)   Early Retirement w/Approval ($)   Normal Retirement ($)   Term for Cause ($)   Term w/o Cause ($)   Change in Control ($) Jeffrey A.   Severance   0   0   0   0   0   2,800,000   0 Miller   Annual Perf. Pay Plan   0   0   0   0   0   0   4,200,000     Restricted Stock   0   0   11,071,632   11,071,632   0   11,071,632   11,071,632     Stock Options   0   0   0   0   0   0   0     Performance Units   0   0   6,972,558   6,972,558   0   0   6,972,558     Nonqualified Plans   5,434,749   5,434,749   5,434,749   5,434,749   5,434,749   5,434,749   0     Health Benefits   0   12,000   12,000   0   0   0   0     TOTAL   5,434,749   5,446,749   23,490,939   23,478,939   5,434,749   19,306,381   22,244,190 Lance   Severance   0   0   0   0   0   750,000   0 Loeffler   Annual Perf. Pay Plan   0   0   0   0   0   0   300,000     Restricted Stock   0   0   1,659,867   1,659,867   0   1,659,867   1,659,867     Stock Options   0   0   0   0   0   0   0     Performance Units   0   0   0   0   0   0   0     Nonqualified Plans   180,366   180,366   180,366   180,366   180,366   180,366   0     Health Benefits   0   0   0   0   0   0   0     TOTAL   180,366   180,366   1,840,233   1,840,233   180,366   2,590,233   1,959,867 James S.   Severance   0   0   0   0   0   1,800,000   0 Brown   Annual Perf. Pay Plan   0   0   0   0   0   0   1,980,000     Restricted Stock   0   0   5,466,417   5,466,417   0   5,466,417   5,466,417     Stock Options   0   0   0   0   0   0   0     Performance Units   0   0   3,474,577   3,474,577   0   0   3,474,577     Nonqualified Plans   9,394,939   9,394,939   9,394,939   9,394,939   9,394,939   9,394,939   0     Health Benefits   0   12,000   12,000   0   0   0   0     TOTAL   9,394,939   9,406,939   18,347,933   18,335,933   9,394,939   16,661,356   10,920,994 Joe D.   Severance   0   0   0   0   0   1,750,000   0 Rainey   Annual Perf. Pay Plan   0   0   0   0   0   0   1,925,000     Restricted Stock   0   0   3,964,381   3,964,381   0   3,964,381   3,964,381     Stock Options   0   0   0   0   0   0   0     Performance Units   0   0   3,331,547   3,331,547   0   0   3,331,547     Nonqualified Plans   9,660,946   9,660,946   9,660,946   9,660,946   9,660,946   9,660,946   0     Health Benefits   0   12,000   12,000   0   0   0   0     TOTAL   9,660,946   9,672,946   16,968,874   16,956,874   9,660,946   15,375,327   9,220,928   www.halliburton.com HALLIBURTON  - 2016 |  2019Proxy Statement52 46 Back to Contents           Termination Event           Name     Payments     Resignation ($)       Early Retirement w/o Approval ($)       Early Retirement w/Approval ($)       Normal Retirement ($)       Term for Cause ($)       Term w/o Cause ($)       Change in Control ($)   Jeffrey A. Miller     Severance     0       0       0       0       0       1,940,000       0         Annual Perf. Pay Plan     0       0       2,500,000       2,500,000       0       2,500,000       2,500,000         Restricted Stock     0       0       10,298,462       10,298,462       0       10,298,462       10,298,462         Stock Options     27,792       27,792       27,792       27,792       27,792       27,792       27,792         Performance Units     0       0       4,802,823       4,802,823       0       0       4,802,823         Nonqualified Plans     2,199,433       2,199,433       2,199,433       2,199,433       2,199,433       2,199,433       0         Health Benefits     0       0       0       0       0       0       0         TOTAL     2,227,225       2,227,225       19,828,510       19,828,510       2,227,225       16,965,687       17,629,077   Joe D. Rainey     Severance     0       0       0       0       0       1,619,900       0         Annual Perf. Pay Plan     0       0       1,837,000       1,837,000       0       1,837,000       1,837,000         Restricted Stock     0       0       5,141,402       5,141,402       0       5,141,402       5,141,402         Stock Options     20,484       20,484       20,484       20,484       20,484       20,484       20,484         Performance Units     0       0       3,311,570       3,311,570       0       0       3,311,570         Nonqualified Plans     6,409,851       6,409,851       6,409,851       6,409,851       6,409,851       6,409,851       0         Health Benefits     0       12,000       12,000       0       0       0       0         TOTAL     6,430,335       6,442,335       16,732,307       16,720,307       6,430,335       15,028,637       10,310,456   Resignation.Resignation is defined as leaving employment with us voluntarily, without having attained early or normal retirement status (see the applicable sections below for information on what constitutes these statuses). Upon resignation, the following actions will occur for athe NEO’s various elements of compensation:   • Severance Pay.No severance would be paid to the NEO. • Annual Performance Pay Plan.No payment would be made to the NEO under the Performance Pay Plan. • Restricted Stock.Any restricted stock holdings would be forfeited upon the date of resignation. Restricted stock holdings information can be found in the Outstanding Equity Awards at Fiscal Year End 20152018 table. • Stock Options.The NEO must exercise outstanding, vested options within 30-9030 - 90 days after the NEO’s resignation or the options will be forfeited as per the terms of the stock option agreements. Any unvested stock options would be forfeited. Stock option information can be found in the Outstanding Equity Awards at Fiscal Year End 20152018 table. • Performance Units.The NEO would not be eligible to receive payments under the Performance Unit Program. • Nonqualified Plans.Under all circumstances, the The NEO is entitled to any vested benefits under the applicable nonqualified plans as shown in the 20152018 Nonqualified Deferred Compensation table. Payments from the Halliburton Company Supplemental Executive Retirement Plan and Halliburton Company Benefit Restoration Plan are paid out of an irrevocable grantor trust held at State Street Bank and Trust Company.trust. The principal and income of the trust are treated as our assets and income for federal income tax purposes and are subject to the claims of our general creditors to the extent provided in the plan. The Halliburton Elective Deferral Plan is unfunded and we make payments from our general assets. Payments from these plans may be paid in a lump sum or in annual installments for a maximum ten-year period. • Health Benefits.The NEO wouldis not be eligible for the $12,000 credit to assist in paying for retiree medical costs because the NEO resigned from employment with us.costs.   Early Retirement.A NEO becomes eligible for early retirement by either attainingwhen the NEO has attained age 50 or by attaining 70 points via a combination of age plus55 with ten years of service.service or when the NEO’s age and years of service equals 70 points. Eligibility for early retirement does not guarantee retention of stock awards (lapse of forfeiture restrictions on restricted stock and ability to exercise outstanding options for the remainder of the stated term). Early retirement eligibility is a condition that must be met before the Compensation Committee will consider retention of stock awards upon separation from employment. For example, if a NEO is eligible for early retirement but is leaving us to go to work for a competitor, then the NEO’s stock awards would not be considered for retention.   Early Retirement (Without Approval).The following actions will occur for aimpact on the NEO’s various elements of compensation:compensation is the same as described under Resignation except as follows:   • Severance Pay.No severance would be paid to the NEO. • Annual Performance Pay Plan.No payment would be made to the NEO under the Performance Pay Plan. • Restricted Stock.Any restricted stock holdings would be forfeited upon the date of early retirement. Restricted stock holdings information can be found in the Outstanding Equity Awards at Fiscal Year End 2015 table. • Stock Options.The NEO must exercise outstanding, vested options within 30-90 days after the NEO’s early retirement or the options will be forfeited as per the terms of the stock option agreements. Any unvested stock options would be forfeited. Stock option information can be found in the Outstanding Equity Awards at Fiscal Year End 2015 table. • Performance Units.The NEO would not be eligible to receive payments under the Performance Unit Program. • Nonqualified Plans.Under all circumstances, the NEO is entitled to any vested benefits under the applicable nonqualified plans as shown in the 2015 Nonqualified Deferred Compensation table. Refer to theResignationsection for more information on Nonqualified Plans. • Health Benefits.A NEO that was age 40 or older as of December 31, 2004, and qualifies for early retirement under our health and welfare HALLIBURTON - 2016 Proxy Statement 47 Back to Contents plans, which requiresrequire that the NEO has attained age 55 with ten years of service or that the NEO’s age and years of service equals 70 points with a minimum of ten years of service, is eligible for a $12,000 credit toward retiree medical costs incurred prior to age 65. The credit is only applicable if the NEO chooses Halliburton retiree medical coverage. This benefit is amortized as a monthly credit applied to the cost of retiree medical coverage based on the number of months from the time of early retirement to age 65. For example, if a NEO is 10 years or 120 months away from age 65 at the time of the NEO’s early retirement, the NEO will receive a monthly credit in the amount of $100 ($12,000/120 months). Should the NEO choose not to elect coverage with Halliburton after the NEO’s separation, the NEO would not receive any cash in lieu of the credit.   Early Retirement (With Approval).The following actions will occur for athe NEO’s various elements of compensation:   • Severance Pay.No severance would be paid to the NEO. • Annual Performance Pay Plan. If any of the NEOs were to retire prior to the end of the plan year for any reason other than death or disability, he would forfeit any payment due under the plan, unless the Compensation Committee determines that the payment should be prorated for the partial plan year. These payments usually occur no later than the end of February in the year following the plan year. • Restricted Stock.Any stock holdings restrictions would lapse upon the date of early retirement. Restricted stock holdings information can be found in the Outstanding Equity Awards at Fiscal Year End 20152018 table. • Stock Options.The NEO will be granted retention of the NEO’s option awards. The unvested awards will continue to vest per the vesting schedule outlined in the NEO stock option agreements and any vested options will not expire until 10 years from the grant award date. Stock option information can be found in the Outstanding Equity Awards at Fiscal Year End 20152018 table. • Performance Units.The NEO will participate on a pro-ratedprorated basis for any Performance Unit Program cycles that have not been completed at the time of the NEO’s early retirement. These payments, if earned, are paid out and the NEO would receive payments at the same time as other participants, which is usually no later than March of the year following the close of the cycle. • Nonqualified Plans.Under all circumstances, the The NEO is entitled to any vested benefits under the applicable nonqualified plans as shown in the 20152018 Nonqualified Deferred Compensation table. Refer above to theResignationsection for more information on Nonqualified Plans. • Health Benefits.A NEO that was age 40 or older Same as of December 31, 2004 and qualifies for early retirementdescribed under our health and welfare plans is eligible for a $12,000 credit toward retiree medical costs. Refer to theEarly Retirement (Without Approval)section for more information on Health Benefits..   Normal Retirement.A NEO would be eligible for normal retirement should the NEO cease employment at age 65 or later. The following actions will occur for aimpact on the NEO’s various elements of compensation:compensation is the same as described under Early Retirement (With Approval) except as follows:   • Severance Pay.Health BenefitsNo severance would be paid to the NEO. • Annual Performance Pay Plan.If any of the NEOs were to retire prior to the end of the plan year for any reason other than death or disability, he would forfeit any payment due under the plan, unless the Compensation Committee determines that the payment should be prorated for the partial plan year. These payments usually occur no later than the end of February in the year following the plan year. • Restricted Stock.Any restricted stock holdings would vest upon the date of normal retirement. Restricted stock holdings information can be found in the Outstanding Equity Awards at Fiscal Year End 2015 table. • Stock Options.. The NEO will be granted retention of the NEO’s outstanding option awards. The unvested awards will continue to vest per the vesting schedule outlined in the NEO’s stock option agreements and any vested options willis not expire until 10 years from the grant award date. Stock option information can be found in the Outstanding Equity Awards at Fiscal Year End 2015 table. • Performance Units.The NEO will participate on a pro-rated basis for any Performance Unit Program cycles that have not been completed at the time of the NEO’s normal retirement. These payments, if earned, are paid out and the NEO would receive payments at the same time as other participants, which is usually no later than March following the close of the cycle. • Nonqualified Plans.Under all circumstances, the NEO is entitled to any vested benefits under the applicable nonqualified plans as shown in the 2015 Nonqualified Deferred Compensation table. Refer to theResignationsection for more information on Nonqualified Plans. • Health Benefits.The NEO would not be eligible for the $12,000 credit as the NEO would be age 65 or older at the time of normal retirement. Termination (For Cause).Should we terminate the NEO for cause, such as violating our Code of Business Conduct, the following actions will occur for the NEO’s various elements of compensation: • Severance Pay.No severance would be paid to the NEO. • Annual Performance Pay Plan.No payment would be paid to the NEO under the Performance Pay Plan. • Restricted Stock.Any restricted stock holdings would be forfeited upon the date of termination. Restricted stock holdings information can be found in the Outstanding Equity Awards at Fiscal Year End 2015 table. • Stock Options.The NEO must exercise outstanding, vested options within 30-90 days after the NEO’s termination or the options will be forfeited as per the terms of the stock option agreements. Any unvested stock options would be forfeited. Stock option information can be found in the Outstanding Equity Awards at Fiscal Year End 2015 table. • Performance Units.No payment would be paid to the NEO under the Performance Unit Program. • Nonqualified Plans.Under all circumstances, the NEO is entitled to any vested benefits under the applicable nonqualified plans as shown in the 2015 Nonqualified Deferred Compensation table. Refer to theResignationsection for more information on Nonqualified Plans. HALLIBURTON - 2016 Proxy Statement 48 Back to Contents • Health Benefits.The NEO would not be eligible for the $12,000 credit to assist in paying for retiree medical costs.   Termination (For Cause).Should we terminate a NEO for cause, such as violating our Code of Business Conduct, the impact on the NEO’s various elements of compensation is the same as described under Resignation. HALLIBURTON  |  2019Proxy Statement53 Back to Contents Termination (Without Cause).Should we terminate a NEO with an employment agreement be terminated without cause, by us, such as termination at our convenience, then the provisions of the NEO’s employment agreement related to severance payments annual performance pay plan (if applicable), and lapsing of stock restrictions would apply. In the case of Messrs. Garcia, Brown, Miller, and Rainey, paymentsPayments for these items are conditioned on a release agreement being executed by the NEO. The following actions will occur forimpact on the NEO’s various elements of compensation:compensation is the same as described under Normal Retirement except as follows:   • Severance Pay.Severance is paid according to terms of the applicable employment agreement. Mr. Lesar’s severance multiple is five times base salary at the time of termination. Messrs. Miller, Loeffler, Brown, Miller, and Rainey would receive severance in the amount of two times base salary at the time of termination, and Mr. Garcia would receive severance in the amount of one times base salary at the time of termination. Severance paid under the terms of the employment agreement fully satisfies any and all other claims for severance under our plans or policies. • Annual Performance Pay Plan.For Mr. Brown, participation is continued for the full year of separation and at the existing participation level at separation; however, any payments are made at the time all other participants receive payment and only if our performance yields a payment under the terms of the plan. If Messrs. Lesar, Garcia, Miller, or Rainey were terminated prior to the end of the plan year for any reason other than death or disability, he would forfeit any payment due under the plan, unless the Compensation Committee determines that a payment should be prorated for the partial plan year. These payments usually occur no later than the end of February in the year following the plan year. • Restricted Stock.For Messrs. Lesar and Brown, restricted shares under the Stock and Incentive Plan are automatically vested or are forfeited and an equivalent value is paid to the NEO at the Compensation Committee’s discretion. Messrs. Garcia, Miller and Rainey entered into non-compete agreements with us, and Messrs. Miller and Rainey agreed not to work for a competitor of ours for two years following separation and Mr. Garcia for one year following separation. If they comply with the terms of their agreements, they will receive a single lump sum payment equal to the value of any unvested restricted shares that were forfeited because of termination. Restricted stock holdings information can be found in the Outstanding Equity Awards at Fiscal Year End 2015 table. • Stock Options.The NEO will be granted retention of the NEO’s outstanding option awards. The unvested awards will continue to vest per the vesting schedule outlined in the NEO’s stock option agreements and any vested options will not expire until 10 years from the grant award date. Stock option information can be found in the Outstanding Equity Awards at Fiscal Year End 2015 table. • Performance Units.No payment would be paid to the NEO under the Performance Unit Program. • Nonqualified Plans.Under all circumstances, the NEO is entitled to any vested benefits under the applicable nonqualified plans as shown in the 2015 Nonqualified Deferred Compensation table. Refer to theResignationsection for more information on Nonqualified Plans. • Health Benefits.The NEO would not be eligible for the $12,000 credit to assist in paying for retiree medical costs.   Change-in-Control.Should a change-in-control take place, the following actions will occur for athe NEO’s various elements of compensation:   • Annual Performance Pay Plan.In the event of a change-in-control during a plan year, a plan participantthe NEO is entitled to an immediate cash payment equal to the maximum dollar amount he or she would have been entitled to for the year, pro-ratedprorated through the date of the change-in-control. In the event of a change-in-control after the end of a plan year but before the payment date, the plan participantNEO is entitled to an immediate cash payment equal to the incentive earned for the plan year. • Restricted Stock.Stock. Restricted shares under the Stock and Incentive Plan are automatically vested. Restricted stock holdings information can be found in the Outstanding Equity Awards at Fiscal Year End 20152018 table. • Stock Options.Options. Any outstanding options shall become immediately vested and fully exercisable by the NEO. Stock option information can be found in the Outstanding Equity Awards at Fiscal Year End 20152018 table. • Performance Units.Units. In the event of a change-in-control during a performance cycle, NEOsthe NEO will be entitled to an immediate cash payment equal to the maximum amount he or she would have been entitled to receive for the performance cycle, pro-rated toprorated through the date of the change-in-control. In the event of a change-in-control after the end of a performance cycle but before the payment date, NEOs will bethe NEO is entitled to an immediate cash payment equal to the incentive earned for that performance cycle.   www.halliburton.com HALLIBURTON  - 2016 |  2019Proxy Statement54 49 Back to Contents EQUITY COMPENSATION PLAN INFORMATIONEquity Compensation Plan Information   The following table provides certain information, as of December 31, 2015,2018, with respect to our equity compensation plans.             Number of Securities           Remaining Available for   Number of Securities to be   Weighted-Average   Future Issuance Under Equity   Issued Upon Exercise of   Exercise Price of   Compensation Plans (Excluding   Outstanding Options,         Outstanding Options,         Securities Reflected in   Warrants and Rights   Warrants and Rights   Column (a)) Plan Category   Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a)   Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights (b)   Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (c)     (a)   (b)   (c) Equity compensation plans approved by security holders     20,022,753       $43.90       52,972,505       21,221,321         $ 45.44     36,385,477 Equity compensation plans not approved by security holders     —       —       —       —       —     — TOTAL     20,022,753       $43.90       52,972,505       21,221,321     $ 45.44     36,385,477   CEO Pay Ratio For 2018, the annual total compensation of our CEO was 193 times the median of the annual total compensation of all employees, based on annual total compensation of $17,016,991 for the CEO and $88,244 for the median employee. There was no material change in our employee demographics and compensation structure; therefore, the median employee identified in 2017 was utilized in our 2018 analysis. What follows is a description of the methodology used from 2017. This disclosure is based on an October 1, 2017, employee population of 52,833, of which 21,862 were U.S. employees and 30,971 were non-U.S. employees. We excluded from this employee population 2,637 non-U.S. employees from 47  countries as the total number of employees from these non-U.S. jurisdictions was less than 5% of our total employee population. After applying the exclusion, the total employee population was 50,196. Non-U.S. Employee Country Exclusions Country   Headcount   Country   Headcount   Country   Headcount   Country   Headcount Ecuador   442   Cameroon   55   Chile   17   Ukraine   4 Azerbaijan   417   Panama   51   Spain   14   Hungary   3 Kazakhstan   378   Poland   48   Belgium   11   Kenya   3 Congo   158   Romania   46   Philippines   11   Uganda   3 Germany   113   France   35   Mozambique   10   Switzerland   2 Italy   113   Papua New Guinea   31   Turkmenistan   7   Equatorial Guinea   2 Netherlands   110   Bangladesh   28   Tanzania   7   Turkey   2 Bolivia   109   Denmark   27   Austria   6   South Africa   2 Trinidad & Tobago   84   Peru   23   Cyprus   6   Albania   1 Ghana   64   Suriname   23   Israel   5   Bulgaria   1 New Zealand   59   Cote d’Ivoire   21   South Korea   4   Gabon   1 Vietnam   57   Japan   19   Myanmar   4         The median employee was identified using base pay, overtime pay, bonuses, allowances, and premiums. We used the total gross wages of all employees as of our determination date of October 1, 2017, as a reasonable estimate of the median total gross wages for the employee population and identified all employees within 1% of the median total gross wages. From this group we selected an employee as a reasonable representative of our median employee. Annual total compensation for both the CEO and the median employee was calculated in accordance with Item 402(c)(2)(x) of Regulation S-K. The annual total compensation for our CEO includes both the amount reported in the “Total” column of our 2018 Summary Compensation Table, $16,999,898, and the estimated value of our CEO’s health and welfare benefits, $17,093. Due to the flexibility afforded in calculating the CEO pay ratio, the ratio may not be comparable to CEO pay ratios presented by other companies.  HALLIBURTON  - 2016 |  2019Proxy Statement55 50 Back to Contents ADDITIONAL INFORMATIONProposal No. 4Proposal to Amend and Restate the Halliburton Company Stock and Incentive Plan Introduction The Halliburton Company Stock and Incentive Plan was last approved by shareholders at the 2017 annual meeting and reserved 27,136,621 shares for issuance thereunder. The proposed amendment and restatement of the Stock and Incentive Plan replenishes the pool of shares of Halliburton common stock available for issuance under the Stock and Incentive Plan by adding 25,000,000 shares. This proposal changes the treatment of awards under the Stock and Incentive Plan in the event of a change-in-control of Halliburton, adds an annual limit to all compensation, whether pursuant to the Stock and Incentive Plan or otherwise, that can be paid to Halliburton’s non-management Directors, and makes other changes as described in the following summary of the Stock and Incentive Plan. The Stock and Incentive Plan is the only active plan used to grant awards of the types described in this proposal. Our Board is requesting that shareholders approve the amendment and restatement of the Stock and Incentive Plan which amendment and restatement was adopted by the Board on February 13, 2019, subject to shareholder approval. General In order to give Halliburton the flexibility to responsibly address its future equity compensation needs, Halliburton is requesting that shareholders approve the amendment and restatement which adds 25,000,000 shares to the Stock and Incentive Plan (the “Plan”). In addition, the amendment and restatement changes the treatment of awards upon a change-in-control of Halliburton and adds an annual limit to total compensation that can be paid to Halliburton’s non-management Directors. The Plan also contains the following important features: • All awards under the Plan are subject to a one-year minimum vesting period, with the exception of 5% of shares available for awards; • The Plan contains a prohibition against “liberal share counting” or “liberal share recycling” with respect to shares available for awards under the Plan; • The Plan provides that all shares available for award are available for awards of incentive stock options; • Repricing of stock options and stock appreciation rights is prohibited unless prior shareholder approval is obtained; • Stock options and stock appreciation rights must be granted with an exercise price that is not less than 100% of the fair market value on the date of grant; and • The ability to automatically receive replacement stock options when a stock option is exercised with previously acquired shares of Halliburton common stock, or so-called “stock option reloading”, is not permitted. The 25,000,000 shares to be added under the Plan pursuant to the amendment and restatement of the Plan, in combination with the remaining authorized shares and shares added back into the Plan from forfeitures, are expected to satisfy Halliburton’s equity compensation needs through the 2021 annual meeting of shareholders. This being the case, if the amendment and restatement is approved, Halliburton anticipates seeking the authorization of additional shares under the Plan in 2021. Share Reserve (adjusted for 1997 and 2006 stock splits where applicable) Shares authorized under the Stock and Incentive Plan 206,199,680 Shares granted (less available cancellations and shares expired) from 1993 through January 31, 2019, from the Plan(1) 198,178,879 Remaining shares available for grant as of January 31, 2019 8,020,801 Additional shares being requested under the amendment and restatement of the Plan 25,000,000 Total shares available for grant under the amended and restated Stock and Incentive Plan 33,020,801 (1) As of January 31, 2019, Halliburton had total outstanding awards of 22,773,822 options with a weighted average exercise price of $44.20 and a weighted average life of 6.24 years and 14,209,854 full value awards. www.halliburton.com HALLIBURTON  |  2019Proxy Statement56 Back to Contents If the amendment and restatement of the Plan is approved by shareholders, the aggregate number of shares of Halliburton common stock that will be available for issuance under the Plan would increase to 33,020,801 shares, based on the estimates set forth above, all of which shall be available for awards of incentive stock options. Each share issued as restricted stock (or pursuant to the vesting of a stock unit or a performance share award) will count as the issuance of 1.60 shares reserved under the Plan, while each share granted as a stock option or stock appreciation right will count as the issuance of 1.0 share reserved under the Plan. If awards granted under the Plan are forfeited or terminate before being exercised, then the shares underlying those awards will again become available for awards under the Plan. The Plan does not provide for “liberal share counting” or “liberal share recycling”. Liberal share counting or liberal share recycling refers to circumstances where shares granted and exercised may be added back to an incentive plan for future issuance, including the following situations: • Shares tendered or withheld in payment of an exercise price; • Shares tendered or withheld to satisfy tax withholding obligations; • Shares reacquired by an issuer with the proceeds of an option exercise price; and • Shares that are not issued due to a net settlement of an award. In each of the situations above, such shares are no longer available for awards under the Plan. For example, shares withheld from an award to satisfy tax withholding obligations are no longer available for awards under the Plan, and a stock appreciation right or option will be counted in full against the number of shares available for issuance under the Plan, regardless of whether a net settlement occurs resulting in a fewer number of shares issued than are covered by the stock appreciation right or option. The number of stock option shares or stock appreciation rights, singly or in combination, together with shares or share equivalents under performance awards granted to any individual who is an employee in any one calendar year, shall not in the aggregate exceed 1,000,000. The cash value determined as of the date of grant of any performance award not denominated in common stock granted to any individual who is an employee for any one calendar year shall not exceed $30,000,000. The amendment and restatement of the Plan provides that the value of awards (based on fair market value determined as of the date of grant) granted to a non-management Director in any single calendar year, when added to any cash or other compensation payable to such Director in the same calendar year, shall not exceed $750,000. In the event of any recapitalization, reorganization, merger, consolidation, combination, exchange, stock dividend, stock split, extraordinary dividend or divestiture (including a spin-off), or any other change in the corporate structure or shares of common stock occurring after the date of the grant of an award, the Compensation Committee shall make appropriate adjustments to the number and price of shares of common stock or other consideration subject to such awards and the award limits set forth in the preceding paragraph. The Stock and Incentive Plan Types of Awards The Plan provides for the grant of any or all of the following types of awards: • stock options, including incentive stock options and nonqualified stock options; • stock appreciation rights, either independent of, or in connection with, stock options; • restricted stock; • restricted stock units; • performance awards; and • stock value equivalent awards. Term The Plan has an indefinite term. Any stock option granted in the form of an incentive stock option must satisfy the requirements of Section 422 of the Internal Revenue Code. Awards may be made to the same person on more than one occasion and may be granted singly, in combination, or in tandem as determined by the Compensation Committee. To date, only awards of nonqualified stock options, restricted stock, restricted stock units, and cash-based performance awards have been made under the Plan. HALLIBURTON  |  2019Proxy Statement57 Back to Contents Administration The Board has appointed the Compensation Committee to administer the Plan. Subject to the terms of the Plan, and to any approvals and other authority as the Board may reserve to itself from time to time, the Compensation Committee, consistent with the terms of the Plan, will have authority to: • select the individuals to receive awards and determine the timing, form, amount or value and term of grants and awards, including providing for terms regarding the accelerated vesting of an award otherwise subject to minimum vesting provisions, and the conditions and restrictions, if any, subject to which grants and awards will be made and become payable under the Plan; • construe the Plan and prescribe rules and regulations for the administration of the Plan; and • make any other determinations authorized under the Plan as the Compensation Committee deems necessary or appropriate. Eligibility A broad group of our employees and employees of our affiliates are eligible to participate in the Plan. The selection of participants from eligible employees is within the discretion of the Compensation Committee. Non-management Directors are eligible to participate in the Plan. As of January 1, 2019, approximately 12,000 employees (including employees and executive officers) and eight non-management Directors were eligible for awards under the Plan as determined by the Compensation Committee. Stock Options Under the Plan, the Compensation Committee may grant awards in the form of stock options to purchase shares of common stock. The Compensation Committee will determine the number of shares subject to an option, the manner and time of the option’s exercise, and the exercise price per share of stock subject to the option. Options may not become exercisable in less than one year from the date of grant, provided that up to 5% of the shares available for grant under the Plan may be awarded without regard to the minimum one-year vesting period. The term of an option may not exceed ten years. We do not receive any consideration for granting stock options. The exercise price of a stock option will not be less than the fair market value of the common stock on the date the option is granted. Repricing of stock options and reloading of stock options are prohibited unless prior shareholder approval is obtained. The Compensation Committee will designate each option as a nonqualified or an incentive stock option. The option exercise price may, at the discretion of the Compensation Committee, be paid by a participant in cash, shares of common stock, or a combination of cash and common stock. Stock Appreciation Rights The Plan also authorizes the Compensation Committee to grant stock appreciation rights either independent of, or in connection with, a stock option. The exercise price of a stock appreciation right will not be less than the fair market value of the common stock on the date the stock appreciation right is granted. If granted with a stock option, exercise of stock appreciation rights will result in the surrender of the right to purchase the shares under the option as to which the stock appreciation rights were exercised. Upon exercising a stock appreciation right, the holder receives for each share for which the stock appreciation right is exercised, an amount equal to the difference between the exercise price and the fair market value of the common stock on the date of exercise. Payment of that amount may be made in shares of common stock, cash, or a combination of cash and common stock, as determined by the Compensation Committee. Stock appreciation rights may not become exercisable in less than one year from the date of grant, provided that up to 5% of the shares available for grant under the Plan may be awarded without regard to the minimum one-year vesting period. The term of a stock appreciation right grant may not exceed ten years. Repricing of stock appreciation rights and reloading of stock appreciation rights are prohibited unless prior shareholder approval is obtained. We do not receive any consideration for granting stock appreciation rights. Restricted Stock The Plan provides that shares of common stock subject to specific restrictions may be awarded to eligible individuals as determined by the Compensation Committee. The Compensation Committee will determine the nature and extent of the restrictions on the shares, the duration of the restrictions, and any circumstance under which restricted shares will be forfeited. The restriction period may not be less than one year from the date of grant, provided that up to 5% of the shares available for grant under the Plan may be awarded without regard to the minimum one-year vesting period. During the period of restriction, recipients will have the right to receive dividends and the right to vote the shares. www.halliburton.com HALLIBURTON  |  2019Proxy Statement58 Back to Contents Restricted Stock Units The Plan authorizes the Compensation Committee to grant restricted stock units. A restricted stock unit is a unit evidencing the right to receive one share of common stock or an equivalent cash value equal to the fair market value of a share of common stock. The Compensation Committee will determine the nature and extent of the restrictions on the restricted stock units, the duration of the restrictions, and any circumstance under which restricted stock units will be forfeited. The restriction period may not be less than one year from the date of grant, provided that up to 5% of the shares available for grant under the Plan may be awarded without regard to the minimum one-year vesting period. The Compensation Committee may provide for the payment of dividend equivalents during the period of restriction, but recipients will not have the right to receive actual dividends or to vote the shares underlying the restricted stock units. Performance Awards The Plan permits the Compensation Committee to grant performance awards to eligible individuals. Performance awards are awards that are contingent, in whole or in part, on the achievement of one or more performance measures. Performance  awards may be settled in cash or stock, as determined by the Compensation Committee. The number of shares or share equivalents under performance awards, singly or in combination, together with the number of stock option shares or stock appreciation rights, granted to any individual in any one calendar year, shall not in the aggregate exceed 1,000,000. The cash value (determined as of the date of grant) of any performance award that is not denominated in stock granted to any one participant in a calendar year may not exceed $30,000,000. The vesting period of a performance award may not be less than one year from the date of grant, provided that up to 5% of the shares available for grant under the Stock and Incentive Plan may be awarded without regard to the minimum one-year vesting period. The performance criteria that may be used by the Compensation Committee in granting performance awards consist of objective tests based on the following: • earnings • cash flow • customer satisfaction • revenues • financial return ratios • profit return and margins • market share • working capital • cash value added performance • return on capital • shareholder return and/or value • operating profits (including EBITDA) • net profits • earnings per share • stock price • cost reduction goals • debt to capital ratio • any other criteria as determined by the Compensation Committee. The Compensation Committee may select one criterion or multiple criteria for measuring performance. The measurement may be based on our overall corporate performance, based on subsidiary or business unit performance, or based on comparative performance with other companies or other external measures of selected performance criteria. The Compensation Committee will also determine the length of time over which performance will be measured and the effect of a recipient’s death, disability, retirement, or other termination of service during the performance period. Stock Value Equivalent Awards The Plan permits the Compensation Committee to grant stock value equivalent awards to eligible individuals. Stock value equivalent awards are rights to receive the fair market value of a specified number of shares of common stock, or the appreciation in the fair market value of the shares, over a specified period of time, pursuant to a vesting schedule, all as determined by the Compensation Committee. Stock value equivalent awards may not vest earlier than one year from the date of grant, provided that up to 5% of the shares available for grant under the Plan may be awarded without regard to the minimum one-year vesting period. Payment of the vested portion of a stock value equivalent award shall be made in cash, based on the fair market value of the common stock on the payment date. The Compensation Committee will also determine the effect of a recipient’s death, disability, retirement, or other termination of service during the applicable period. HALLIBURTON  |  2019Proxy Statement59 Back to Contents Amendment The Plan provides that the Board may at any time terminate or amend the Plan. However, the Board may not, without approval of the shareholders, amend the Plan to effect a “material revision” of the Plan, where a “material revision” includes, but is not limited to, a revision that: • materially increases the benefits accruing to a Holder under the Plan; • materially increases the aggregate number of securities that may be issued under the Plan; • materially modifies the requirements as to eligibility for participation in the Plan; or • changes the types of awards available under the Plan. No amendment or termination of the Plan shall, without the consent of the optionee or participant, alter or impair rights under any options or other awards previously granted. The summary of the Plan provided above is a summary of the principal features of the Plan. This summary, however, does not purport to be a complete description of all of the provisions of the Plan. It is qualified in its entirety by references to the full text of the Plan. A copy of the Plan can be found in Appendix A to this proxy statement. Change-in-Control Prior to the amendment and restatement of the Plan, awards would automatically vest upon the occurrence of a corporate change. Under the amended and restated Plan, awards are subject to double-trigger vesting, such that, if a participant experiences an involuntary termination without cause, a termination due to death or disability, a termination for good reason (or similar constructive termination event upon which a severance benefit is payable), as provided for in a holder’s employment agreement, if applicable, or another termination event as defined in an award document within the period beginning on the date of the public announcement of a transaction that, if consummated, would constitute a corporate change and ending on the date that is the earlier of the announcement of the termination of the proposed transaction or two years after the consummation of the transaction, the following will occur automatically: • any outstanding options and stock appreciation rights shall become immediately vested and fully exercisable for the full term thereof; • any restrictions on restricted stock awards or restricted stock unit awards shall immediately lapse; • all performance measures upon which an outstanding performance award is contingent shall be deemed achieved and the holder shall receive a payment equal to the target amount of the award he or she would have been entitled to receive; and • any outstanding cash awards, including stock value equivalent awards, shall immediately vest and be paid based on the vested value of the award. Plan Benefits All awards to directors, executive officers, and employees are made at the discretion of the Compensation Committee. Therefore, the benefits and amounts that will be received or allocated under the Plan, as amended and restated, are not determinable at this time. Federal Income Tax Treatment The following summarizes the current U.S. federal income tax consequences generally arising for awards under the Plan. A participant who is granted an incentive stock option does not realize any taxable income at the time of the grant or at the time of exercise, but in some circumstances may be subject to an alternative minimum tax as a result of the exercise. Similarly, we are not entitled to any deduction at the time of grant or at the time of exercise. If the participant makes no disposition of the shares acquired pursuant to an incentive stock option before the later of two years from the date of grant and one year from the date of exercise, any gain or loss realized on a subsequent disposition of the shares will be treated as a long-term capital gain or loss. Under these circumstances, we will not be entitled to any deduction for federal income tax purposes. If the participant fails to hold the shares for that period, the disposal is treated as a disqualifying disposition. The gain on the disposition is ordinary income to the participant to the extent of the difference between the option price and the fair market value on the exercise date. Any excess is long-term or short-term capital gain, depending on the holding period. Under these circumstances, we will be entitled to a tax deduction equal to the ordinary income amount the participant recognizes in a disqualifying disposition. A participant who is granted a nonqualified stock option does not have taxable income at the time of grant, but does have taxable income at the time of exercise. The income equals the difference between the exercise price of the shares and the market value of the shares on the date of exercise. We are entitled to a corresponding tax deduction for the same amount. The grant of a stock appreciation right will produce no U.S. federal tax consequences for the participant or us. The exercise of a stock appreciation right results in taxable income to the participant, equal to the difference between the exercise price of the shares and the market price of the shares on the date of exercise, and a corresponding tax deduction to us. www.halliburton.com HALLIBURTON  |  2019Proxy Statement60 Back to Contents A participant who has been granted an award of restricted shares of common stock or an award of restricted stock units will not realize taxable income at the time of the grant. When the restrictions lapse, the participant will recognize taxable income in an amount equal to the excess of the fair market value of the shares or cash received at that time over the amount, if any, paid for the shares. We will be entitled to a corresponding tax deduction. Dividends on restricted stock and dividend equivalents, if any, on restricted stock units paid to the participant during the restriction period will also be compensation income to the participant and will be deductible as compensation expense by us. A participant who has been granted a performance award will not realize taxable income at the time of the grant, and we will not be entitled to a tax deduction at that time. A participant will realize ordinary income at the time the award is paid equal to the amount of cash paid or the value of shares delivered, and we will be entitled to a corresponding tax deduction. The grant of a stock value equivalent award produces no U.S. federal income tax consequences for the participant or us. The payment of a stock value equivalent award results in taxable income to the participant equal to the amount of the payment received, valued with reference to the fair market value of the common stock on the payment date. We are entitled to a corresponding tax deduction for the same amount. We may deduct any taxes required by law to be withheld in connection with any award. Section 409A of the Internal Revenue Code generally provides that any deferred compensation arrangement which does not meet specific requirements regarding (i) timing of payouts, (ii) advance election of deferrals, or (iii) restrictions on acceleration of payouts will result in immediate taxation of any amounts deferred to the extent not subject to a substantial risk of forfeiture. Failure to comply with Section 409A may result in the early taxation (plus interest) to the holder of deferred compensation and the imposition of a 20% penalty on the holder on such deferred amounts included in the holder’s income. In general, to avoid a Section 409A violation, amounts deferred may only be paid out on separation from service, disability, death, a change-in-control, an unforeseen emergency (other than death), each as defined under Section 409A, or at a specified time. Furthermore, the election to defer generally must be made in the calendar year prior to performance of services, and any provision for accelerated payout, other than for the reasons specified above, may cause the amounts deferred to be subject to early taxation and to the imposition of the excise tax. Based on current guidance, we expect that we will be able to structure future awards in a manner that complies with Section 409A. General/Vote Required The closing price of our common stock on March 18, 2019, as traded on the NYSE, was $28.87 per share. The affirmative vote of the holders of a majority of the shares of Halliburton’s common stock represented at the Annual Meeting and entitled to vote on the matter is needed to approve the proposal. THE BOARD OF DIRECTORS RECOMMENDS AVOTE FORTHE APPROVAL OF THE PROPOSED AMENDMENT AND RESTATEMENT OF THE HALLIBURTON COMPANY STOCK AND INCENTIVE PLAN. HALLIBURTON  |  2019Proxy Statement61 Back to Contents AdditionalInformation   Involvement in Certain Legal Proceedings   There are no legal proceedings to which any of our Directors, or executive officers, or any associate of any of our Directors or executive officers is a party adverse to us or has a material interest adverse to us.   Advance Notice Procedures   Under our By-laws, no business, including nominations of a person for election as a director,Director, may be brought before an Annual Meeting unless it is specified in the notice of the Annual Meeting or is otherwise brought before the Annual Meeting by or at the direction of the Board or by a stockholdershareholder who meets the requirements specified in our By-laws and has delivered notice to us (containing the information specified in the By-laws). To be timely, a stockholder’sshareholder’s notice for matters to be brought before the Annual Meeting of StockholdersShareholders in 20172020 must be delivered to or mailed and received at our principal executive office, specified on page 2 of this proxy statement3000 N. Sam Houston Parkway East, Administration Building, Houston, TX 77032, not less than 90 days nor more than 120 days prior to the anniversary date of the 20162019 Annual Meeting of Stockholders,Shareholders, or no later than February 17, 201715, 2020, and no earlier than January 18, 2017.16, 2020. These requirements are separate from and in addition to the SEC’s requirements that a stockholdershareholder must meet in order to have a stockholdershareholder proposal included in our proxy statement. This advance notice requirement does not preclude discussion by any stockholdershareholder of any business properly brought before the Annual Meeting in accordance with these procedures.   Proxy Solicitation Costs   We are soliciting the proxies accompanying this proxy statement and we will bear the cost of soliciting those proxies. We have retained Georgeson Inc.Innisfree M&A Incorporated to aid in the solicitation of proxies. For these services, we will pay GeorgesonInnisfree a fee of $15,000$17,500 and reimburse it for out-of-pocket disbursements and expenses. Our officers and employees may solicit proxies personally and by telephone or other electronic communications with some stockholdersshareholders if proxies are not received promptly. We will, upon request, reimburse banks, brokers, and others for their reasonable expenses in forwarding proxies and proxy materials to beneficial owners of our stock.   StockholderShareholder Proposals for the 20172020 Annual Meeting   StockholdersShareholders interested in submitting a proposal for inclusion in the proxy materials for the Annual Meeting of StockholdersShareholders in 20172020 may do so by following the procedures prescribed in SEC Rule 14a-8. To be eligible for inclusion, stockholdershareholder proposals must be received by our Corporate Secretary at 3000 N. Sam Houston Parkway East, Administration Building, Houston, TX 77032, no later than December 6, 2016.4, 2019. The 20172020 Annual Meeting will be held on May 17, 2017.19, 2020.   www.halliburton.com HALLIBURTON  - 2016 |  2019Proxy Statement62 51 Back to Contents OTHER MATTERSOtherMatters   As of the date of this proxy statement, we know of no business that will be presented for consideration at the Annual Meeting other than the matters described in this proxy statement. If any other matters should properly come before the Annual Meeting for action by stockholders,shareholders, it is intended that proxies will be voted on those matters in accordance with the judgment of the person or persons voting the proxies.   By Authority of the Board of Directors,   Robb L. Voyles Executive Vice President, Secretary and General Counsel April 5, 20162, 2019   HALLIBURTON  - 2016 |  2019Proxy Statement63 52 Back to Contents APPENDIX AppendixA   Corporate Governance GuidelinesHalliburton Company Stock and Incentive Plan   RevisedAs Amended and Restated _______, 2019 I. Purpose The purpose of the Halliburton Company Stock and Incentive Plan (the “Plan”) is to provide a means whereby Halliburton Company, a Delaware corporation (the “Company”), and its Subsidiaries may attract, motivate and retain highly competent employees and to provide a means whereby selected employees can acquire and maintain stock ownership and receive cash awards, thereby strengthening their concern for the long-term welfare of the Company. The Plan is also intended to provide employees with additional incentive and reward opportunities designed to enhance the profitable growth of the Company over the long term. A further purpose of the Plan is to allow awards under the Plan to non-management Directors in order to enhance the Company’s ability to attract and retain highly qualified Directors. Accordingly, the Plan provides for granting Incentive Stock Options, Options which do not constitute Incentive Stock Options, Stock Appreciation Rights, Restricted Stock Awards, Restricted Stock Unit Awards, Performance Awards, Stock Value Equivalent Awards, or any combination of the foregoing, as is best suited to the circumstances of the particular employee or non-management Director as provided herein. The Plan was established February 18, 1993 as the Halliburton Company 1993 Stock and Incentive Plan, has been amended from time to time thereafter. The Plan as amended and restated herein was adopted by the Board on February 13, 2019, subject to approval by the Company’s stockholders, and will become effective as of January 1, 2015the date of such approval. II. Definitions   The Board of Directors has adopted these Guidelines to assist it infollowing definitions shall be applicable throughout the exercise of its responsibilities. These Guidelines are reviewed annuallyPlan unless specifically modified by the Nominating and Corporate Governance Committee and revised as appropriate.any paragraph:   The Board believes that the primary responsibility of the Directors is to provide effective governance over Halliburton’s affairs for the benefit of its stockholders. That responsibility includes: (a) A. Evaluate the performance of the Chief Executive Officer and take appropriate action, including removal, when warranted. Specifically:“Award” means, individually or collectively, any Option, Stock Appreciation Right, Restricted Stock Award, Restricted Stock Unit Award, Performance Award or Stock Value Equivalent Award.     (b) 1.“Award Document” means the relevant award agreement or other document containing the terms and conditions of an Award. In (c) “Beneficial Owners” shall have the meaning set forth in Rule 13d-3 promulgated under the Exchange Act. (d) “Board” means the Board of Directors of Halliburton Company. (e) “Cause” shall have the meaning set forth in the Participant’s Employment Agreement, or, if there is no Employment Agreement or the Employment Agreement does not define “Cause,” “Cause” shall have the meaning set forth in an executive session, each year,Award Document, or, if the Lead DirectorAward Document does not define “Cause”, “Cause” shall facilitate the discussionmean: (i) conduct involving fraud or misuse of the non-management Directors to evaluate the performancefunds or other property of the Chief Executive Officer. In evaluating the Chief Executive Officer, the non-management Directors shall consider the Chief Executive Officer’s performance in both qualitative and quantitative areas, including:Company; or         (ii) a. Leadership and vision; b. Integrity; c. Keeping the Board informed on matters affecting Halliburton and its operating units; d. Performance of the business (including such measurements as total stockholder return, health, safety and environmental performance, and achievement of financial objectives and goals); e. Development and implementation of initiatives to provide long-term economic benefits to Halliburton; f. Accomplishment of strategic objectives; and g. Development of management. The Lead Director will communicate the evaluation to the Chief Executive Officer. While the Lead Director communicates the evaluation to the Chief Executive Officer, the Compensation Committee meetsgross negligence or willful misconduct in an independent session to review the performance evaluation of the Chief Executive Officer and the market study conducted by an independent, outside compensation consultant. Based upon such review, the Compensation Committee will generate the Chief Executive Officer’s compensation recommendation for the upcoming fiscal year. The Compensation Committee will then present its recommendation to the non-management Directors when they reconvene in an executive session. 2. The non-management Directors will set the Chief Executive Officer’s compensation for the next year based upon the recommendation from the Compensation Committee. B. Select, evaluate, and set the compensation of executive management of Halliburton. C. Annually review and evaluate the succession plans and management development programs for all members of executive management, including the Chief Executive Officer. Specifically, the Board will oversee a Chief Executive Officer succession management process, which will: 1. Develop criteria for the CEO position that reflects Halliburton’s business strategy;duties; or         2.(iii) Utilizeindictment of a formal assessment process to evaluate CEO candidates;felony, or a misdemeanor involving moral turpitude; or         3.(iv) Identifymaterial violation of Company policy, including the Company’s Code of Business Conduct. (f) “Code” means the Internal Revenue Code of 1986, as amended. Reference in the Plan to any section of the Code shall be deemed to include any amendments or successor provisions to such section and develop internal candidates forany regulations under such section. (g) “Committee” means the CEO position;committee selected by the Board to administer the Plan in accordance with Paragraph (a) of Article IV of the Plan. (h) “Common Stock” means the Common Stock, par value $2.50 per share, of the Company. (i) “Company” means Halliburton Company, a Delaware corporation. (j) “Corporate Change” shall conclusively be deemed to have occurred on a Corporate Change Effective Date if an event set forth in any one of the following paragraphs shall have occurred: (i) any Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its affiliates) representing 20% or more of the combined voting power of the Company’s then outstanding securities; or         4.(ii) Ensure non-emergency CEO planningthe following individuals cease for any reason to constitute a majority of the number of directors then serving: individuals who, on the date hereof, constitute the Board and any new Director (other than a Director whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of Directors of the Company) whose appointment or election by the Board or nomination for election by the Company’s stockholders was approved or recommended by a vote of at least three (3) years before an expected transition; andtwo-thirds (2/3) of the Directors then still in office who either were www.halliburton.com   HALLIBURTON  |  2019Proxy StatementA-1   5. Develop and maintain an emergency CEO succession plan. D. Conduct periodic reviews of and approve strategic and business plans, and monitor corporate performance against such plans. E. Review: 1. Applicable laws and regulations, including periodic updates from management provided to the Health, Safety and Environment Committee regarding health, safety and environmental laws and regulations applicable to Halliburton’s major areas of operation; 2. Updates from management, which shall be provided at least once per year, regarding any political contributions made by Halliburton to U.S. local, state and federal government officials who oversee or regulate Halliburton’s operations, including any expenditures on lobbyists and political action committees, and any contributions to U.S. trade organizations; 3. Maintenance of accounting, financial, disclosure and other controls; 4. Adequacy of compliance systems and controls; 5. Policies to govern corporate conduct and compliance, and adopt the same; and 6. Matters of corporate governance. F. Conduct an annual evaluation of the overall effectiveness of the Board. HALLIBURTON - 2016 Proxy Statement      A-1 Back to Contents Board Structure     A. Chairman ofDirectors on the Board and Chief Executive Officer: The Board believes that, under normal circumstances, the Chief Executive Officer should also serve as the Chairman of the Board. The Chairman of the Board and Chief Executive Officer is responsible to shareholdersdate hereof or whose appointment, election or nomination for the overall management and functioning of Halliburton. Notwithstanding the foregoing, on an annual basis the Board will consider whether it is appropriate that the Chairman of the Board and the Chief Executive Officer be the same individual and, if it determines that it is no longer appropriate, will take the necessary steps to have a different individual appointed to each of the positions. B. Lead Director: If the offices of Chairman of the Board and Chief Executive Officer are held by the same person, the independent members of the Board will, after considering the recommendation of the Nominating and Corporate Governance Committee, annually elect an independent Director to serve in a lead capacity. Although elected annually, the Lead Independent Director is generally expected to serve for more than one year. The Lead Director of the Board shall preside at each executive session of the non-management Directors and each executive session of the independent Directors and, in hiselection was previously so approved or her absence, the independent Directors shall select one of their numbers to preside. The Lead Director is responsible for periodically scheduling and conducting separate meetings and coordinating the activities of the non-management and independent Directors, providing input into and approving agendas for Board meetings and performing various other duties as may be appropriate, including advising the Chairman of the Board. C. Director Independence: The Nominating and Corporate Governance Committee will review the definition of independence and compliance with these guidelines periodically. 1. At least three-fourths of the members of the Board shall be independent Directors. In order to be independent, a Director cannot have a material relationship with the Company. A Director will not be considered independent if herecommended; or she:         (iii) a) Isthere is consummated a merger or has been employedconsolidation of the Company or any direct or indirect Subsidiary of the Company with any other corporation, other than (A) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof), in combination with the ownership of any trustee or other fiduciary holding securities under an employee benefit plan of the Company or any Subsidiary of the Company, at least 50% of the combined voting power of the securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation, or (B) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities Beneficially Owned by such Person any securities acquired directly from the Company or any of its affiliates other than in connection with the acquisition by the Company or any of its affiliates in the preceding five calendar years,of a business) representing 20% or any membermore of the Director’s immediate family has been employed as an Executive Officercombined voting power of the CompanyCompany’s then outstanding securities; or any of its affiliates in the preceding five calendar years;         (iv) b) Has received in the current calendar year, in anystockholders of the immediately preceding three calendar yearsCompany approve a plan of complete liquidation or during any twelve-month period within the last three years, more than $120,000 in direct compensation or personal remuneration fromdissolution of the Company or there is consummated an agreement for the sale, disposition, lease or exchange by the Company of all or substantially all of the Company’s assets, other than director’s fees, committee fees and pensiona sale, disposition, lease or other formsexchange by the Company of deferred compensation forall or substantially all of the Company’s assets to an entity, at least 50% of the combined voting power of the voting securities of which are owned by stockholders of the Company in substantially the same proportions as their ownership of the Company immediately prior service as a Director (providedto such compensation is not contingent in any way on continued service);sale.   Notwithstanding the foregoing, a “Corporate Change” shall not be deemed to have occurred by virtue of the consummation of any transaction or series of integrated transactions immediately following which the record holders of the Common Stock of the Company immediately prior to such transaction or series of transactions continue to have substantially the same proportionate ownership in an entity which owns all or substantially all of the assets of the Company immediately following such transaction or series of transactions. (k) “Corporate Change Effective Date” shall mean: (i) the first date that the direct or indirect ownership of 20% or more combined voting power of the Company’s outstanding securities results in a Corporate Change as described in clause (i) of such definition above; or         (ii) c) Has an immediate family member who has received during any twelve-month period within the last three years, more than $120,000date of the election of Directors that results in direct compensationa Corporate Change as described in clause (ii) of such definition; or personal remuneration from the Company, other than director’s fees, committee fees and pension or other forms of deferred compensation for prior service as a Director (provided such compensation is not contingent in any way on continued service);         (iii) d) (i) is a current partner or employeethe date of the Company’s external auditormerger or (ii) during the past three years, wasconsideration that results in a partnerCorporate Change as described in clause (iii) of such definition; or employee of the Company’s external auditor and personally worked on the Company’s audit within that time;         (iv) e)the date of stockholder approval that results in a Corporate Change as described in clause (iv) of such definition. (l) Has“Employment Agreement” shall mean a written and active executive agreement between the Company, Halliburton Energy Services, Inc. or Halliburton Worldwide Resources, LLC and a Participant who is an immediate family member who (i) is a current partnerofficer, addressing the terms and conditions of the Company’s external auditor, (ii) is a current employee of the Company’s external auditorParticipant’s employment, and personally works on the Company’s audit or (iii) during the past three years, was a partner or employee of the Company’s external auditor and personally worked on the Company’s audit within that time;shall include such agreements pertaining to at-will employment.     (m) “Exchange Act” means the Securities Exchange Act of 1934, as amended.     (n) f) Is“Fair Market Value” means, as of any specified date, the closing price of the Common Stock on the New York Stock Exchange (or, if the Common Stock is not then listed on such exchange, such other national securities exchange on which the Common Stock is then listed) on that date, or if no prices are reported on that date, on the last preceding date on which such prices of the Common Stock are so reported or, in the sole discretion of the Committee for purposes of determining the Fair Market Value of the Common Stock at the time of exercise of an Option or a partner, memberStock Appreciation Right, such Fair Market Value shall be the prevailing price of the Common Stock as of the time of exercise. If the Common Stock is not then listed or officerquoted on any national securities exchange but is traded over the counter at the time a determination of or employed in a similar position with, any entity that provides accounting, consulting, legal, investment banking or financial advisory servicesits Fair Market Value is required to be made hereunder, its Fair Market Value shall be deemed to be equal to the Company foraverage between the reported high and low sales prices of Common Stock on the most recent date on which Common Stock was publicly traded. If the Common Stock is not publicly traded at the time a determination of its value is required to be made hereunder, the determination of its Fair Market Value shall be made by the Committee in such entity receives payments from the Company in excess of $120,000 per year; provided that this provision does not apply to a Director who is a limited partner or non-managing member of, or is employed in a similar position with, such entity and has no active role in providing such services to the Company;manner as it deems appropriate.     (o) “Holder” means an employee or non-management Director of the Company who has been granted an Award.     (p) g) Is“Immediate Family” means, with respect to a current employee, or has an immediate family member who is a current executive officer, of an entity that has made payments to, or received payments from,particular Holder, the Company for property or services in an amount which, in any of the last three fiscal years, exceeds the greater of $1 million or 2% of such other entity’s consolidated gross revenues;Holder’s spouse, parent, brother, sister, children and grandchildren (including adopted and step children and grandchildren).     (q) “Incentive Stock Option” means an Option within the meaning of Section 422 of the Code.     (r) h) Is or has been within“Minimum Criteria” means a Restriction Period that is not less than one (1) year from the preceding three years partdate of grant of an interlocking directorate in whichOption, a Stock Appreciation Right, a Restricted Stock Award, Restricted Stock Unit Award, a Performance Award or a Stock Equivalent Award, such that the Chief Executive Officer or another Executive Officerfirst time-based vesting event will occur no sooner than the first anniversary of the Company serves on the compensation committeedate of another entity that employs the Director, or an immediate family member of the Director, as an Executive Officer;grant.     (s) “Minimum Criteria Exception” means that 5% of the total number of shares available for Awards under the Plan may have a Restriction Period that is less than the Minimum Criteria.      i) Is or has an immediate family member who is currently a party to one or more personal services contract(s) with the Company or any Executive Officer of the Company that provides in the aggregate for payments to the Director or immediate family member in excess of $120,000 per year;HALLIBURTON  |  2019Proxy StatementA-2   j) Serves or has an immediate family member who serves as an executive officer of any tax-exempt entity that has received the greater of 1% of such tax-exempt entity’s consolidated gross revenues or $120,000 from the Company in any of the three immediately preceding fiscal years; or k) During the current calendar year or any of the three immediately preceding calendar years, has had any other business relationship with the Company for which the Company has been required to make disclosure under Item 404(a) of Regulation S-K of the Securities and Exchange Commission; provided, however, that this Section C.1.k shall not apply if such relationship arose in connection with such Director’s status as a past or current senior executive of a company in the oil and gas industry and such Director satisfies the independence tests set forth above and any other then-current applicable regulatory standards for independence. HALLIBURTON -2016 Proxy Statement      A-2 Back to Contents 2. All Directors complete independence questionnaires at least annually and the Board makes determinations of the independence of its members. 3. For purposes of the foregoing Section C: a)(t) “affiliate”non-management Director” means any individual or entity that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with, the Company; b) “Company” means Halliburton and includes any parent or subsidiary in a consolidated group with Halliburton; c) “Executive Officer” has the meaning given to “officer” in Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended; and d) “immediate family member” includes a person’s spouse, parents, children, siblings, mothers and fathers-in-law, sons and daughters-in-law, brothers and sisters-in-law and anyone (other than domestic employees) who shares such person’s home. For purposes of the look-back provision in Sections C.1.a, C.1.c, C.1.e and C.1.i above, “immediate family member” will not include individuals who are no longer immediate family members as a result of legal separation or divorce, or those who have died or become incapacitated. D. Management Directors: The Board believes that management Directors should number not more than two (2). While this number is not an absolute limitation, other than the Chief Executive Officer, who should at all times be a member of the Board management Directors should be limited only to those officers whose positionswho is not an employee or potential make it appropriate for them to sit onformer employee of the Board.Company or its Subsidiaries.     E.(u) Size“Option” means an Award granted under Article VII of the Board: The Board believes that, optimally, the Board should number between ten (10)Plan and fourteen (14) members. Halliburton’s By-laws prescribe that the number of Directors willincludes both Incentive Stock Options to purchase Common Stock and Options which do not be less than eight (8) nor more than twenty (20).constitute Incentive Stock Options to purchase Common Stock.     F.(v) Service of Former CEOs“Option Agreement” means a written agreement between the Company and Other Former Management on the Board: Management Directors shall retire from the Board at the time of their retirement asa Holder with respect to an employee unless continued service as a Director is requested and approved by the Board.Option.     G.(w) Annual Election of All Directors: As provided in Halliburton’s By-laws, all Directors are elected annually by the majority of votes cast, unless the number of nominees exceeds the number of Directors to be elected, in which event the Directors shall be elected by“Optionee” means a plurality vote. Should a Director’s principal title change during the year, he or she must submit a letter of Board resignation to the Chairman of the Nominating and Corporate Governance CommitteeHolder who with the full Committee, shall have the discretion to accept or reject the resignation.has been granted an Option.     H.(x) Process for“Parent Corporation” shall have the Selection of New Directors: The Board is responsible for filling Board vacancies that may occur between annual meetings of stockholders. The Board has delegated to the Nominating and Corporate Governance Committee the duty of selecting and recommending prospective nominees to the Board for approval. The Nominating and Corporate Governance Committee considers suggestions of candidates for Board membership made by current Committee and Board members, Halliburton management, and stockholders. The Committee may retain an independent executive search firm to identify candidates for consideration. A stockholder who wishes to recommend a prospective candidate should notify Halliburton’s Corporate Secretary, as describedmeaning set forth in Halliburton’s annual proxy statement. The Nominating and Corporate Governance Committee also considers whether to nominate persons put forward by stockholders pursuant to Halliburton’s By-laws relating to stockholder nominations. For each individual nominated in accordance with Halliburton’s By-laws by a stockholder owning at least 1%Section 424(e) of the issued and outstanding voting stock of Halliburton, the 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.Code.     (y) When it is necessary to add a Director to the Board, the Nominating and Corporate Governance Committee, in consultation with the Board, determines the specific criteria for a new Director candidate. After the Nominating and Corporate Governance Committee identifies a prospective candidate, the Committee determines the appropriate method to evaluate the candidate. This determination is based on the information provided to the Committee by the person recommending the prospective candidate and the Committee’s knowledge“Performance Award” means an Award granted under Article XI of the candidate. This information may be supplemented by inquiries to the person who made the recommendation or to others. The preliminary determination is based on the need for additional Board members to fill vacancies or to expand the size of the Board, and the likelihood that the candidate will meet the Board membership criteria listed in Section I below. The Committee will determine, after discussion with the Chairman of the Board and other Board members, whether a candidate should continue to be considered as a potential nominee. If a candidate warrants additional consideration, the Committee may request an independent executive search firm to gather additional information about the candidate’s background, experience and reputation, and to report its findings to the Committee. The Committee then evaluates the candidate and determines whether to interview the candidate. One or more members of the Committee and others as appropriate perform candidate interviews. Once the evaluation and interviews are completed, the Committee recommends to the Board which candidates should be nominated. The Board makes a determination of nominees after review of the recommendation and the Committee’s report.Plan.     I.(z) Board Membership Criteria: Directors“Person” shall have the meaning given in Section 3(a)(9) of the Exchange Act, as modified and nominees should possessused in Sections 13(d) and 14(d) thereof, except that such term shall not include (i) the following qualifications:Company or any of its Subsidiaries, (ii) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its affiliates, (iii) an underwriter temporarily holding securities pursuant to an offering of such securities, or (iv) a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company.     (aa) 1. Personal characteristics:“Plan” means the Halliburton Company Stock and Incentive Plan, as amended and restated.     (bb) “Protected Period” means the period beginning on the date of the public announcement of a transaction that, if consummated, would result in a Corporate Change and ending on the date that is the earlier of (i) the announcement of the termination of the proposed transaction or (ii) two years after the Corporate Change Effective Date.     a)(cc) Highest personal and professional ethics, integrity and values;“Qualifying Termination” means, with respect to an Award granted on or after February 13, 2019, a Holder’s termination of service during a Protected Period due to involuntary termination without Cause, death, disability, Good Reason (as defined in an Employment Agreement, or a similar constructive termination event, in each case, only if a severance benefit is payable upon termination of employment due to such event pursuant to an Employment Agreement) or other event as specified in the Holder’s Award Document.     (dd) “Restricted Stock Award” means an Award granted under Article IX of the Plan.     (ee) b) An inquiring“Restricted Stock Award Agreement” means a written agreement between the Company and independent mind; anda Holder with respect to a Restricted Stock Award.     (ff) “Restricted Stock Unit” means a unit evidencing the right to receive one share of Common Stock or an equivalent value equal to the Fair Market Value of a share of Common Stock (as determined by the Committee) that is restricted or subject to forfeiture provisions.     (gg) c) Practical wisdom and mature judgment.“Restricted Stock Unit Award” means an Award granted under Article X of the Plan.     (hh) “Restricted Stock Unit Award Agreement” means a written agreement between the Company and a Holder with respect to a Restricted Stock Unit Award.     (ii) 2. Broad training“Restriction Period” means a period of time beginning as of the date upon which an Option, a Stock Appreciation Right, a Restricted Stock Award, a Restricted Stock Unit Award, a Performance Award or a Stock Value Equivalent Award is made pursuant to the Plan and experience atending as of the policy-making level in business, government, educationdate upon which all or technology.a portion of the Option or Stock Appreciation Right becomes exercisable or the Common Stock or cash subject to a Restricted Stock Award, a Restricted Stock Unit Award, a Performance Award or a Stock Value Equivalent Award is issued (if not previously issued), no longer restricted or subject to forfeiture provisions, but shall not include restrictions associated with deferral of vested Awards.     (jj) “Spread” means, in the case of a Stock Appreciation Right, an amount equal to the excess, if any, of the Fair Market Value of a share of Common Stock on the date such right is exercised over the exercise price of such Stock Appreciation Right.   (kk) “Stock Appreciation Right” means an Award granted under Article VIII of the Plan. (ll) “Stock Appreciation Rights Agreement” means a written agreement between the Company and a Holder with respect to an Award of Stock Appreciation Rights. (mm) “Stock Value Equivalent Award” means an Award granted under Article XII of the Plan. (nn) “Subsidiary” means a company (whether a corporation, partnership, joint venture or other form of entity) in which the Company or a corporation in which the Company owns a majority of the shares of capital stock, directly or indirectly, owns a greater than 20% equity interest, except that with respect to the issuance of Incentive Stock Options the term “Subsidiary” shall have the same meaning as the term “subsidiary corporation” as defined in Section 424(f) of the Code. (oo) “Successor Holder” shall have the meaning given such term in Paragraph (f) of Article XV. III. Effective Date and Duration of the Plan The Plan as amended and restated herein was adopted by the Board on February 13, 2019, is subject to approval by the Company’s stockholders and will become effective as of the date of such approval. Subject to the provisions of Article XIII, the Plan shall remain in effect until all Options and Stock Appreciation Rights granted under the Plan have been exercised or expired by reason of lapse of time, all restrictions imposed upon Restricted Stock Awards and Restricted Stock Unit Awards have lapsed and all Performance Awards and Stock Value Equivalent Awards have been satisfied. IV. Administration (a) Composition of Committee: The Plan shall be administered by a Committee of Directors of the Company which shall be appointed by the Board. (b) Powers: The Committee shall have authority, in its discretion, to determine which eligible individuals shall receive an Award, the time or times when such Award shall be made, www.halliburton.com   HALLIBURTON - 2016   |  2019Proxy StatementA-3 A-3 Back to Contents   3. Expertise that is usefulwhether an Incentive Stock Option, nonqualified Option or Stock Appreciation Right shall be granted, the number of shares of Common Stock which may be issued under each Option, Stock Appreciation Right, Restricted Stock Award and Restricted Stock Unit Award, and the value of each Performance Award and Stock Value Equivalent Award. The Committee shall have the authority, in its discretion, to Halliburtonestablish the terms and complementaryconditions applicable to any Award, subject to any specific limitations or provisions of the Plan. In making such determinations the Committee may take into account the nature of the services rendered by the respective individuals, their responsibility level, their present and potential contribution to the backgroundCompany’s success and experience ofsuch other Board members, so that an optimum balance of members onfactors as the Board can be achieved and maintained. 4. Willingness to devote the required amount of time to carrying out the duties and responsibilities of Board membership. 5. Commitment to serve on the Board for several years to develop knowledge about Halliburton’s principal operations. 6. Willingness to represent the best interests of all Halliburton stockholders and objectively appraise management performance. 7. Involvement onlyCommittee in activities or interests that do not create a conflict with the Director’s responsibilities to Halliburton and its stockholders. The Board evaluates nominees annually for election and reelection, and on an as-needed basis to fill vacancies, to ensure they meet the above criteria. The findingsdiscretion shall deem relevant. Notwithstanding any provision of the reviews and self-assessments conducted in accordance with Sections J and K below will be taken into considerationPlan to the contrary, the Committee may provide for the acceleration of vesting or exercisability of an Award upon a Corporate Change, upon a termination of employment or service by the Nominating and Corporate Governance Committee and by the Board in connection with the decision as to who should be nominatedreason of death, disability, retirement or otherwise or for election and reelection.any other reason.     J.(c) Annual Performance Review:Additional Powers. The NominatingCommittee shall have such additional powers as are delegated to it by the other provisions of the Plan. Subject to the express provisions of the Plan, the Committee is authorized to construe the Plan and Corporate Governance Committee will conduct annual performance reviewsthe respective Award Documents executed thereunder, to prescribe such rules and regulations relating to the Plan as it may deem advisable to carry out the Plan, and to determine the terms, restrictions and provisions of each non-management Director. WhileAward, including such terms, restrictions and provisions as shall be requisite in the Nominating and Corporate Governance Committee will be responsible for determining how to evaluate director performance, each evaluation will include a reviewjudgment of the non-management Director’s:Committee to cause designated Options to qualify as Incentive Stock Options, and to make all other determinations necessary or advisable for administering the Plan. The Committee may correct any defect or supply any omission or reconcile any inconsistency in any Award Document relating to an Award in the manner and to the extent the Committee shall deem expedient to carry the Award into effect. The determinations of the Committee on the matters referred to in this Article IV shall be conclusive.     (d) 1. Attendance and participation; 2. Changes in independence; 3. Changes in qualifications, including expertise; 4. Changes in status relating to principal occupation; and 5. Other contributionsDelegation of Authority. The Committee may delegate some or all of its power to the BoardChief Executive Officer of the Company as the Committee deems appropriate; provided, however, that the Committee may not delegate its power with regard to the selection for participation in the Plan of an officer or other person subject to Section 16 of the Exchange Act or decisions concerning the timing, pricing or amount of an Award to such an officer or other person and its committees. The Nominating and Corporate Governance Committee will review each evaluation and, if appropriate, discussany delegation of the evaluation with thepower to grant Awards shall be permitted by applicable non-management Director.law.     K.(e) Annual ReviewEngagement of Board Composition; Self-Assessment:an Agent. The NominatingCompany may, in its discretion, engage an agent to (i) maintain records of Awards and Corporate Governance Committee will conductHolders’ holdings under the Plan, (ii) execute sales transactions in shares of Common Stock at the direction of Holders, (iii) deliver sales proceeds as directed by Holders, and (iv) hold shares of Common Stock owned without restriction by Holders, including shares of Common Stock previously obtained through the Plan that are transferred to the agent by Holders at their discretion. Except to the extent otherwise agreed by the Company and the agent, when an annual reviewindividual loses his or her status as an employee or non-management Director of the overall composition profile ofCompany, the Board to determine whether the then-current non-management Directors collectively represent an appropriate mix of experience and expertise. One or more members of the Boardagent shall have significant experience with an energy-focused company, with a manufacturing company in the chemical, energy or materials industry, or in matters relatingno obligation to health, safetyprovide any further services to such person and the environment. In addition,shares of Common Stock previously held by the non-management Directors will conduct an annual self-assessment ofagent under the Board, including assessments ofPlan may be distributed to the following:person or his or her legal representative.     V. 1. General makeupGrant of Options, Stock Appreciation Rights, Restricted Stock Awards, Restricted Stock Unit Awards, Performance Awards and composition of the Board; 2. Sufficiency of materials and information providedStock Value Equivalent Awards; Shares Subject to the Board; 3. Board meeting mechanics and structure; 4. Board responsibilities and accountability; and 5. Board meeting content and conduct. L. Service on Other Public Company Boards: (1) The Chief Executive Officer will not serve on the boards of directors of more than a total of two publicly traded companies in addition to Halliburton, and (2) no other Director will serve on the boards of directors of more than three publicly traded companies in addition to Halliburton, provided, however, that any such other Director may serve on boards of directors of additional companies if that Director served on such boards of directors at the time of the Director’s election to Halliburton’s Board and that Director undertakes not to stand for reelection or appointment to the boards of directors of those additional companies. In evaluating prospective nominees for the Board and the continued service of current Directors, the Nominating and Corporate Governance Committee will take into consideration the individual’s membership on the boards of directors of other companies in order to ensure that such individual’s service on such other boards of directors does not impair the individual’s ability to devote sufficient time and commitment to serve effectively as a Halliburton Director. M. Diversity: The Nominating and Corporate Governance Committee is responsible for assessing the appropriate mix of skills and characteristics required of Board members in the context of the needs of the Board at a given point in time and shall periodically review and update the criteria as deemed necessary. Personal experience and background, race, gender, age and nationality are reviewed for the Board as a whole, and diversity in these factors may be taken into account in considering individual candidates. N. Director Tenure: The Nominating and Corporate Governance Committee, in consultation with the Chief Executive Officer, will perform an annual review of each Director’s continuation on the Board in making its recommendation to the Board concerning his or her nomination for election or reelection as a Director. As a condition to being nominated by the Board for continued service as a Director, each incumbent Director nominee shall sign and deliver to the Board irrevocable letters of resignation, in forms satisfactory to the Board. The first resignation letter is 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 second resignation letter is limited to and conditioned on the Director being found to have substantially participated in a significant violation of U.S. federal or state law or to have recklessly disregarded his or her duty to exercise reasonable oversight, as more fully described in Halliburton’s By-laws. Such resignation shall only be effective upon acceptance by the disinterested members of the Board. Each non-incumbent Director nominee shall agree upon his or her election as a Director to sign and deliver to the Board such irrevocable letters of resignation. Further, the Board shall fill vacancies and new directorships only with candidates who agree to tender the letters of resignation as described above, promptly following their appointment as a Director. The Board’s expectation is that any Director whose resignation has been tendered as described in this section will abstain from participation in both the Nominating and Corporate Governance Committee’s consideration of the resignation, if they are a member of that committee, andPlan     (a) Award Limits. The Committee may from time to time grant Awards to one or more individuals determined by it to be eligible for participation in the Plan in accordance with the provisions of Article VI. The aggregate number of shares of Common Stock that may be issued under the Plan shall not exceed 33,020,801 shares, all of which shall be available for Awards of Incentive Stock Options. Shares issued as Restricted Stock Awards, Restricted Stock Unit Awards or pursuant to Performance Awards will count against the shares available for issuance under the Plan as 1.60 shares for every 1 share issued in connection with the Award. Notwithstanding anything contained herein to the contrary, the number of Option shares or Stock Appreciation Rights, singly or in combination, together with shares or share equivalents under Performance Awards granted to any Holder who is an employee in any one calendar year, shall not in the aggregate exceed 1,000,000. The cash value determined as of the date of grant of any Performance Award not denominated in Common Stock granted to any Holder who is an employee in any one calendar year shall not exceed $30,000,000. The fair market value, determined as of the date of grant, of Awards granted to a Holder who is a non-management Director in any one calendar year, when added to any cash or other compensation payable to such a Holder in such calendar year, shall not exceed $750,000. Any shares which remain unissued and which are not subject to outstanding Options or Awards at the termination of the Plan shall cease to be subject to the Plan, but, until termination of the Plan, the Company shall at all times reserve a sufficient number of shares to meet the requirements of the Plan. If Awards are forfeited or are terminated for any other reason before being exercised or settled, then the shares underlying such Awards shall again become available for Awards under the Plan. Notwithstanding the foregoing, the following shares shall not become available for Awards under the Plan: (i) shares tendered by an Optionee or withheld by the Company for payment of an option price, (ii) shares tendered by a Holder or withheld by the Company to satisfy the Company’s tax withholding obligation in connection with an Award, (iii) shares reacquired in the open market or otherwise using cash proceeds from the exercise of Options, and (iv) shares that are not issued to a Holder due to a net settlement of an Award. For purposes of clarity, Stock Appreciation Rights HALLIBURTON - 2016   |  2019Proxy StatementA-4 A-4 Back to Contents   and Options shall be counted in full against the Board’s decision regardingnumber of shares available for issuance under the resignation. TherePlan, regardless of the number of shares issued upon settlement of the Stock Appreciation Rights and Options. The aggregate number of shares which may be issued under the Plan shall be subject to adjustment in the same manner as provided in Article XIII with respect to shares of Common Stock subject to Options then outstanding. The 1,000,000-share limit on Holders who are no term limits on Directors’ service, other than mandatory retirement.employees with respect to Stock Options and Stock Appreciation Rights Awards, singly or in combination, together with shares or share equivalents under Performance Awards granted to any Holder who is an employee in any calendar year shall be subject to adjustment in the same manner as provided in Article XIII. Separate stock certificates shall be issued by the Company for those shares acquired pursuant to the exercise of an Incentive Stock Option and for those shares acquired pursuant to the exercise of any Option which does not constitute an Incentive Stock Option.     O.(b) Director Compensation Review: It is appropriate for executive management of Halliburton, assisted by an independent compensation consultant,Stock Offered. The stock to report periodicallybe offered pursuant to the Nominatinggrant of an Award may be authorized but unissued Common Stock or Common Stock previously issued and Corporate Governance Committee onreacquired by the status of Halliburton’s Director compensation practices in relation to other companies of comparable size and Halliburton’s competitors.Company.     P.VI. Form and Amount of Director Compensation: The Nominating and Corporate Governance Committee annually reviews the competitiveness of Halliburton’s Director compensation practices. In doing so, the Committee, with the assistance of an independent compensation consultant, compares Halliburton’s practices with those of its comparator group, which includes both peer and general industry companies. Specific components reviewed include cash compensation, equity compensation, benefits and perquisites. Information is gathered directly from published proxy statements of comparator group companies. Additionally, the Committee utilizes external market data gathered from a variety of survey sources to serve as a reference point against a broader group of companies. Determinations as to the form and amount of Director compensation are based on Halliburton’s competitive position resulting from this review. Q. Changes to Director Compensation: Changes in Director compensation, if any, should come upon the recommendation of the Nominating and Corporate Governance Committee, but with full discussion and concurrence by the Board. R. Annual Meeting Attendance: It is the policy of the Board that all Directors attend the Annual Meeting of Stockholders, and Halliburton’s annual proxy statement shall state the number of Directors who attended the prior year’s Annual Meeting. S. Director Retirement: It is the policy of the Board that each non-management Director shall retire from the Board immediately prior to the annual meeting of stockholders following his or her seventy-second (72nd) birthday. Management Directors shall retire at the time of their retirement from employment with Halliburton unless the Board approves continued service as a Director.Eligibility   OperationOnly employees of the Board MeetingsCompany or any Parent Corporation or Subsidiary of the Company and non-management Directors shall be eligible for Awards under the Plan as determined by the Committee in its sole discretion. Each Award shall be evidenced in such manner and form as may be prescribed by the Committee.   A.VII. Executive Sessions: During each regular Board meeting, the non-management Directors meet in scheduled executive sessions presided over by the Lead Director. During any year, if there exists a non-management Director who is not independent, the independent Directors will meet in at least one executive session presided over by the Lead Director. B. Frequency of Board Meetings: The Board has five regularly scheduled meetings per year. Special meetings are called as necessary. It is the responsibility of the Directors to attend the meetings. C. Attendance of Non-Directors at Board Meetings: The Chief Financial Officer and the General Counsel will be present during Board meetings, except where there is a specific reason for one or both of them to be excluded. In addition, the Chairman of the Board may invite one or more members of management to be in regular attendance at Board meetings and may include other officers and employees from time to time as appropriate to the circumstances. D. Board Access to Management: Directors have open access to Halliburton’s management. In addition, members of Halliburton’s executive management routinely attend Board and Committee meetings and they and other managers frequently brief the Board and the Committees on particular topics. The Board encourages executive management to bring managers into Board or Committee meetings and other scheduled events who (i) can provide additional insight into matters being considered or (ii) represent managers with future potential whom executive management believe should be given exposure to the members of the Board. E. Board Access to Independent Advisors: The Board has the authority to retain, set terms of engagement, and dismiss such independent advisors, including legal counsel or other experts, as it deems appropriate, and to approve the fees and expenses of such advisors. F. Conflicts of Interest: If an actual or potential conflict of interest develops because of significant dealings or competition between Halliburton and a business with which the Director is affiliated, the Director should report the matter immediately to the Chairman of the Board for evaluation by the Board. In the case of a significant conflict, the conflict must be resolved or the Director should resign. If a Director has a personal interest in a matter before the Board, the Director shall disclose the interest to the full Board and excuse him or herself from participation in the discussion and shall not vote on the matter. G. Strategic and Business Planning: Strategic and business plans will be reviewed annually at one of the Board’s regularly scheduled meetings. H. Agenda Items for Board Meetings: The Chairman of the Board and Chief Executive Officer prepares a draft agenda for each Board meeting and the agenda and meeting schedule are submitted to the Lead Director for approval. The other Board members may suggest items for inclusion on the agenda, and each Director may also raise, at any Board meeting, subjects that are not on the agenda. I. Board/Committee Forward Calendars: A forward calendar of matters requiring recurring and focused attention by the Board and each Committee will be prepared and distributed prior to the beginning of each calendar year in order to ensure that all required actions are taken in a timely manner and are given adequate consideration. The Board or Committee shall annually review the recurring events calendars and may change or revise them as deemed appropriate. J. Advance Review of Meeting Materials: In advance of each Board or Committee meeting, a proposed agenda will be distributed to each Director. In addition, to the extent feasible or appropriate, information and data important to the Directors’ understanding of the matters to be considered, including background summaries and presentations to be made at the meeting, will be distributed in advance of the meeting. The Lead Director advises management on and approves information distributed to the Directors. Directors also routinely receive monthly financial statements, earnings reports, press releases, analyst reports and other information designed to keep them informed of the material aspects of Halliburton’s business, performance and prospects. It is each Director’s responsibility to review the meeting materials and other information provided by Halliburton.Stock Options     (a) Stock Option Agreement. Each Option shall be evidenced by an Option Agreement between the Company and the Optionee which shall contain such terms and conditions as may be approved by the Committee. The terms and conditions of the respective Option Agreements need not be identical. Specifically, an Option Agreement may provide for the payment of the option price, in whole or in part, by the delivery of a number of shares of Common Stock (plus cash if necessary) having a Fair Market Value equal to such option price. (b) Restriction Period To Be Established by the Committee. The Committee shall establish the Restriction Period applicable to an Option; provided, however, that such Restriction Period shall not be less than the Minimum Criteria. Notwithstanding the foregoing, Awards of Options may utilize the Minimum Criteria Exception. (c) Option Period. The term of each Option shall be as specified by the Committee at the date of grant; provided that, in no case, shall the term of an Option exceed ten (10) years. (d) Limitations on Exercise of Option. An Option shall be exercisable in whole or in such installments and at such times as determined by the Committee. (e) Option Price. The purchase price of Common Stock issued under each Option shall be determined by the Committee, but such purchase price shall not be less than the Fair Market Value of Common Stock subject to the Option on the date the Option is granted. (f) Options and Rights in Substitution for Stock Options Granted by Other Corporations. Options and Stock Appreciation Rights may be granted under the Plan from time to time in substitution for stock options held by employees of corporations who become, or who became prior to the effective date of the Plan, employees of the Company or of any Subsidiary as a result of a merger or consolidation of the employing corporation with the Company or such Subsidiary, or the acquisition by the Company or a Subsidiary of all or a portion of the assets of the employing corporation, or the acquisition by the Company or a Subsidiary of stock of the employing corporation with the result that such employing corporation becomes a Subsidiary. (g) Repricing Prohibited. Except for adjustments pursuant to Article XIII, the purchase price of Common Stock for any outstanding Option granted under the Plan may not be decreased after the date of grant nor may an outstanding Option granted under the Plan be surrendered to the Company as consideration for the grant of a new Option with a lower purchase price, cash or a new Award unless there is prior approval by the Company stockholders. Any other action that is deemed to be a repricing under any applicable rule of the New York Stock Exchange shall be prohibited unless there is prior approval by the Company stockholders. VIII.  Stock Appreciation Rights (a) Stock Appreciation Rights. A Stock Appreciation Right is the right to receive an amount equal to the Spread with respect to a share of Common Stock upon the exercise of such Stock Appreciation Right. Stock Appreciation Rights may be granted in connection with the grant of an Option, in which case the Option Agreement will provide that exercise of Stock Appreciation Rights will result in the surrender of the right to purchase the shares under the Option as to which the Stock Appreciation Rights were exercised. Alternatively, Stock Appreciation Rights may be granted independently of Options in which case each Award of Stock Appreciation Rights shall be evidenced by a Stock Appreciation Rights Agreement between the Company and the Holder which shall contain such terms and conditions as may be approved by the Committee. The terms and conditions of the respective Stock Appreciation Rights Agreements need not be identical. The Spread with respect to a Stock Appreciation Right may be payable either in cash, shares of Common Stock with a Fair Market Value equal to the Spread or in a combination of cash and shares of Common Stock as determined by the Committee in its sole discretion. (b) Restriction Period To Be Established by the Committee. The Committee shall establish the Restriction Period applicable to a Stock Appreciation Right; provided, however, that such Restriction Period shall not be less than the Minimum Criteria. Notwithstanding the foregoing, Awards of Stock Appreciation Rights may utilize the Minimum Criteria Exception. (c) Exercise Price. The exercise price of each Stock Appreciation Right shall be determined by the Committee, but such exercise price shall not be less than the Fair Market Value of a www.halliburton.com   HALLIBURTON - 2016   |  2019Proxy StatementA-5 A-5 Back to Contents Committees of the Board A. Number and Typesshare of Committees: A substantial portion ofCommon Stock on the analysis and work ofdate the BoardStock Appreciation Right is done by standing Board Committees. A Director is expected to participate actively in the meetings of each Committee to which he or she is appointed.granted.     B.(d) Standing Committees:Exercise Period. The Board has established the following standing Committees: Audit, Compensation, Health, Safety and Environment, and Nominating and Corporate Governance. Each Committee’s charter is toterm of each Stock Appreciation Right shall be reviewed annuallyas specified by the Committee andat the Board.date of grant; provided that, in no case, shall the term of a Stock Appreciation Right exceed ten (10) years.     C.(e) CompositionLimitations on Exercise of Committees: It isStock Appreciation Right. A Stock Appreciation Right shall be exercisable in whole or in such installments and at such times as determined by the policy of the Board that only non-management Directors serve on Board Committees. Further, only independent Directors serve on the Audit, the Compensation, the Nominating and Corporate Governance and the Health, Safety and Environment Committees, provided that the Directors may appoint one non-independent Director as a member (but not as the Chairman) of the Health, Safety and Environment Committee as they deem appropriate.Committee.     D.(f) Interlocking Directorates: A Director who is or has been withinRepricing Prohibited. Except for adjustments pursuant to Article XIII, the preceding three years partexercise price of an interlocking directorate (i.e., one in which the Chief Executive Officer or another Halliburton officer serves on the compensation committee of another entity that employs the Director, or an immediate family member of the Director)a Stock Appreciation Right may not serve onbe decreased after the Compensation Committee. The compositiondate of grant nor may an outstanding Stock Appreciation Right granted under the Board Committees willPlan be reviewed annually to ensure that each of its members meet the criteria set forth in applicable SEC, NYSE, and IRS rules and regulations. E. Committee Rotation: The Nominating and Corporate Governance Committee, in consultation with the Chief Executive Officer, recommends annuallysurrendered to the BoardCompany as consideration for the membership of the various Committees and their Chairmen, and the Board approves the Committee assignments. In making its recommendations to the Board, the Nominating and Corporate Governance Committee takes into consideration the need for continuity, subject matter expertise, applicable SEC, IRS, or NYSE requirements, tenure and the desires of individual Board members. F. Frequency and Length of Committee Meetings: Each Committee shall meet as frequently and for such length of time as may be required to carry out its assigned duties and responsibilities. The schedule for regular meetings of the Board and Committees for each year is submitted and approved by the Board in advance. In addition, the Chairmangrant of a Committee may callnew Stock Appreciation Right with a special meeting at any time if deemed advisable. G. Committee Agendas/Reports to the Board: Members of management and staff will prepare draft agenda and related background information for each Committee meeting which, to the extent desired by the relevant Committee Chairman, will be reviewed and approved by the Committee Chairman in advance of distribution to the other members of the Committee. A forward calendar of recurring topics to be discussed during the year will be prepared for each Committee and furnished to all Directors. Each Committee memberlower exercise price, cash or a new Award unless there is free to suggest items for inclusion on the agenda and to raise at any Committee meeting subjects that are not on the agenda for that meeting. Reports on each Committee meeting are made to the full Board. All Directors are furnished copies of each Committee’s minutes. Other Board Practices A. Non-Management Director Orientation and Continuing Education: An orientation program has been developed for new non-management Directors which includes: comprehensive information about Halliburton’s business and operations; general information about the Board and its Committees, including a summary of Director compensation and benefits; and a review of Director duties and responsibilities. Each non-management Director is required to annually attend at least six hours (or such greater number of hours as best practices suggest are appropriate) of external or internal director continuing education programs, conferences or similar presentations approved (whether before or after the non-management Director’s participation) by the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee and management shall identify and communicate external and internal training and educational opportunities for non-management Directors’ continuing education in areas of importance to Halliburton, including with respect to duties and responsibilities of directors of publicly traded companies, provided that at least two hours of continuing education shall be devoted to issues relating to health, safety and the environment. Halliburton will provide sufficient internal continuing education programs for the non-management Directors to meet this requirement. Attendance at any approved external program shall count for the requirement, but any associated expenses will be for the account of the individual non-management Director except with prior approval by the Audit Committee. B. Board Interaction with Institutional Investors and Other Stakeholders: The Board believesCompany stockholders. Any other action that it is executive management’s responsibilitydeemed to speak for Halliburton. Individual Board members may, from time to time, meet or otherwise communicate with outside constituencies that are involved with Halliburton. In those instances, however, it is expected that Directors will do so only with the knowledge of executive management and, absent unusual circumstances, only at the request of executive management. C. Stockholder Communications with Directors: To foster better communication with Halliburton’s stockholders, Halliburton establishedbe a process for stockholders 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 requirementsrepricing under any applicable rule of the NYSE andNew York Stock Exchange shall be prohibited unless there is prior approval by the SEC. The methods of communication with the Board include mail (Board of Directors c/o Director of Business Conduct, Halliburton Company P.O. Box 42806, Houston, Texas 77242), a dedicated telephone number (888-312-2692 or 770-613-6348) and an e-mail address (BoardofDirectors@halliburton.com). Information regarding these methods of communication is also on Halliburton’s website,www.halliburton.com,under “Corporate Governance.” Halliburton’s Director of Business Conduct, a Company employee, reviews allstockholders.     IX. Restricted Stock Awards (a) Restriction Period To Be Established by the Committee. The Committee shall establish the Restriction Period applicable to Restricted Stock Awards; provided, however, that such Restriction Period shall not be less than the Minimum Criteria. Notwithstanding the foregoing, Restricted Stock Awards may utilize the Minimum Criteria Exception. (b) Other Terms and Conditions. Common Stock awarded pursuant to a Restricted Stock Award shall be represented by a stock certificate registered in the name of the Holder of such Restricted Stock Award or, at the option of the Company, in the name of a nominee of the Company. The  Holder shall have the right to receive dividends during the Restriction Period, to vote the Common Stock subject thereto and to enjoy all other stockholder rights, except that (i) the Holder shall not be entitled to possession of the stock certificate until the Restriction Period shall have expired, (ii) the Company shall retain custody of the stock during the Restriction Period, (iii) the Holder may not sell, transfer, pledge, exchange, hypothecate or otherwise dispose of the stock during the Restriction Period, and (iv) a breach of the terms and conditions established by the Committee pursuant to the Restricted Stock Award shall cause a forfeiture of the Restricted Stock Award. The Committee may, in its sole discretion, prescribe additional terms, conditions or restrictions relating to Restricted Stock Awards as shall be set forth in a Restricted Stock Award Agreement. (c) Payment for Restricted Stock. A Holder shall not be required to make any payment for Common Stock received pursuant to a Restricted Stock Award, except to the extent otherwise required by law and except that the Committee may, in its discretion, charge the Holder an amount in cash not in excess of the par value of the shares of Common Stock issued under the Plan to the Holder. (d) Miscellaneous. Nothing in this Article shall prohibit the exchange of shares issued under the Plan (whether or not then subject to a Restricted Stock Award) pursuant to a plan of reorganization for stock or securities in the Company or another corporation a party to the reorganization, but the stock or securities so received for shares then subject to the restrictions of a Restricted Stock Award shall become subject to the restrictions of such Restricted Stock Award. Any shares of stock received as a result of a stock split or stock dividend with respect to shares then subject to a Restricted Stock Award shall also become subject to the restrictions of the Restricted Stock Award. X. Restricted Stock Unit Awards (a) Restriction Period To Be Established by the Committee. The Committee shall establish the Restriction Period applicable to Restricted Stock Unit Awards; provided, however, that such Restriction Period shall not be less than the Minimum Criteria. Notwithstanding the foregoing, Restricted Stock Unit Awards may utilize the Minimum Criteria Exception. (b) Other Terms and Conditions. The Committee may, in its sole discretion, prescribe additional terms, conditions or restrictions relating to the Restricted Stock Unit Award as shall be set forth in a Restricted Stock Unit Award Agreement. Cash dividend equivalents may be converted into additional Restricted Stock Units or may be paid during, or may be accumulated and paid at the end of, the Restriction Period with respect to a Restricted Stock Unit Award, as determined by the Committee. The Committee, in its sole discretion, may provide for the deferral of a Restricted Stock Unit Award. (c) Payment for Restricted Stock Unit. A Holder shall not be required to make any payment for Common Stock received pursuant to a Restricted Stock Unit Award, except to the extent otherwise required by law and except that the Committee may, in its discretion, charge the Holder an amount in cash not in excess of the par value of the shares of Common Stock issued under the Plan to the Holder. (d) Restricted Stock Units in Substitution for Units Granted by Other Corporations. Restricted Stock Unit Awards may be granted under the Plan from time to time in substitution for restricted stock units held by employees of corporations who become, or who became prior to the effective date of the Plan, employees of the Company or of any Subsidiary as a result of a merger or consolidation of the employing corporation with the Company or such Subsidiary, or the acquisition by the Company or a Subsidiary of all or a portion of the assets of the employing corporation, or the acquisition by the Company or a Subsidiary of stock of the employing corporation with the result that such employing corporation becomes a Subsidiary. XI. Performance Awards (a) Performance Period. The Committee shall establish, with respect to and at the time of each Performance Award, a performance period over which the performance applicable to the Performance Award of the Holder shall be measured HALLIBURTON -2016   |  2019Proxy StatementA-6 A-6 Back to Contents   stockholder communications directed toand a Restriction Period; provided, however, that such Restriction Period shall not be less than the Audit Committee andMinimum Criteria. Notwithstanding the Board. The Chairman offoregoing, Performance Awards may utilize the Audit Committee is promptly notified of any significant communication involving accounting, internal accounting controls, or auditing matters. The Lead Director is promptly notified of any other significant stockholder communications and communications addressed to a named Director are promptly sent to the Director. A report summarizing all communications is sent to each Director quarterly and copies of communications are available for review by any Director.Minimum Criteria Exception.     D.(b) Core Values: The Board is committed to promoting Halliburton’s core values.Performance Awards. Each Performance Award may have a maximum value established by the Committee at the time of such Award.     E.(c) Periodic ReviewPerformance Measures. A Performance Award granted under the Plan shall be awarded contingent, in whole or in part, upon the achievement of these Guidelines:one or more performance measures. The operationperformance criteria for Performance Awards shall consist of objective tests based on the following: earnings, cash flow, return on capital, cash value added performance, stockholder return and/or value, revenues, operating profits (including EBITDA), net profits, earnings per share, stock price, cost reduction goals, debt to capital ratio, financial return ratios, profit return and margins, market share, working capital, customer satisfaction and any other criteria as determined by the Committee. The Committee may select one criterion or multiple criteria for measuring performance. Performance criteria may be measured on corporate, subsidiary or business unit performance, or on a combination thereof. Further, the performance criteria may be based on comparative performance with other companies or other external measure of the Board is a dynamic and evolving process. Accordingly, the Nominating and Corporate Governance Committee will review these Guidelines periodically and any recommended revisions will be submitted to the full Board for consideration and approval.selected performance criteria.     (d) ApprovedPayment. Following the end of the performance period, the Holder of a Performance Award shall be entitled to receive payment of an amount, not exceeding the maximum value of the Performance Award, if any, based on the achievement of the performance measures for such performance period, as revised: Halliburton Company Boarddetermined by the Committee in its sole discretion. Payment of Directors December 4, 2014 Supersedes previous version dated January 1, 2013a Performance Award (i) may be made in cash, Common Stock or a combination thereof, as determined by the Committee in its sole discretion, (ii) shall be made in a lump sum or in installments as prescribed by the Committee in its sole discretion, and (iii) to the extent applicable, shall be based on the Fair Market Value of the Common Stock on the payment date.     (e) Termination of Service. The Committee shall determine the effect of termination of service during the performance period on a Holder’s Performance Award. XII. Stock Value Equivalent Awards (a) Stock Value Equivalent Awards. Stock Value Equivalent Awards are rights to receive an amount equal to the Fair Market Value of shares of Common Stock or rights to receive an amount equal to any appreciation or increase in the Fair Market Value of Common Stock over a specified period of time, which is subject to a Restriction Period as established by the Committee, without payment of any amounts by the Holder thereof (except to the extent otherwise required by law) or satisfaction of any performance criteria or objectives. Each Stock Value Equivalent Award may have a maximum value established by the Committee at the time of such Award. (b) Award Period. The Committee shall establish the Restriction Period applicable to Stock Value Equivalent Awards; provided, however, that such Restriction Period shall not be less than the Minimum Criteria. Notwithstanding the foregoing, Stock Value Equivalent Awards may utilize the Minimum Criteria Exception. (c) Payment. Following the end of the determined period for a Stock Value Equivalent Award, the Holder of a Stock Value Equivalent Award shall be entitled to receive payment of an amount, not exceeding the maximum value of the Stock Value Equivalent Award, if any, based on the then vested value of the Award. Payment of a Stock Value Equivalent Award (i) shall be made in cash, (ii) shall be made in a lump sum or in installments as prescribed by the Committee in its sole discretion, and (iii) shall be based on the Fair Market Value of the Common Stock on the payment date. Cash dividend equivalents may be paid during, or may be accumulated and paid at the end of, the determined vesting period with respect to a Stock Value Equivalent Award, as determined by the Committee. (d) Termination of Service. The Committee shall determine the effect of termination of service during the applicable vesting period on a Holder’s Stock Value Equivalent Award. XIII. Recapitalization or Reorganization (a) Except as hereinafter otherwise provided, in the event of any recapitalization, reorganization, merger, consolidation, combination, exchange, stock dividend, stock split, extraordinary dividend or divestiture (including a spin-off) or any other change in the corporate structure or shares of Common Stock occurring after the date of the grant of an Award, the Committee shall, in its discretion, make such adjustment as to the number and price of shares of Common Stock or other consideration subject to such Awards as the Committee shall deem appropriate in order to prevent dilution or enlargement of rights of the Holders. (b) The existence of the Plan and the Awards granted hereunder shall not affect in any way the right or power of the Board or the stockholders of the Company to make or authorize any adjustment, recapitalization, reorganization or other change in the Company’s capital structure or its business, any merger or consolidation of the Company, any issue of debt or equity securities having any priority or preference with respect to or affecting Common Stock or the rights thereof, the dissolution or liquidation of the Company or any sale, lease, exchange or other disposition of all or any part of its assets or business or any other corporate act or proceeding. (c) The shares with respect to which Options, Stock Appreciation Rights or Restricted Stock Units may be granted are shares of Common Stock as presently constituted, but if, and whenever, prior to the expiration of an Option, Stock Appreciation Rights or Restricted Stock Unit Award, the Company shall effect a subdivision or consolidation of shares of Common Stock or the payment of a stock dividend on Common Stock without receipt of consideration by the Company, the number of shares of Common Stock with www.halliburton.com   HALLIBURTON -2016   |  2019Proxy StatementA-7 A-7 Back to Contents respect to which such Award relates or may thereafter be exercised (i) in the event of an increase in the number of outstanding shares shall be proportionately increased, and, as applicable, the purchase price per share shall be proportionately reduced, and (ii) in the event of a reduction in the number of outstanding shares shall be proportionately reduced, and, as applicable, the purchase price per share shall be proportionately increased. (d) If the Company recapitalizes or otherwise changes its capital structure, thereafter upon any exercise of an Option or Stock Appreciation Right or payment in settlement of a Restricted Stock Unit Award theretofore granted, the Holder shall be entitled to purchase or receive, as applicable, under such Award, in lieu of the number of shares of Common Stock as to which such Award relates or shall then be exercisable, the number and class of shares of stock and securities and the cash and other property to which the Holder would have been entitled pursuant to the terms of the recapitalization if, immediately prior to such recapitalization, the Holder had been the holder of record of the number of shares of Common Stock then covered by such Award. (e) Notwithstanding any provisions of the Plan to the contrary, in the event of an employee Holder’s Qualifying Termination, unless an Award Document otherwise provides, as of the date of such Holder’s termination of service (i) any outstanding Options and Stock Appreciation Rights shall become immediately vested and fully exercisable for the full term thereof, (ii) any restrictions on Restricted Stock Awards or Restricted Stock Unit Awards shall immediately lapse, (iii) all performance measures upon which an outstanding Performance Award is contingent shall be deemed achieved and the Holder shall receive a payment equal to the target amount of the Award he or she would have been entitled to receive, without proration, and (iv) any outstanding cash Awards including Stock Value Equivalent Awards shall immediately vest and be paid based on the vested value of the Award. (f) Except as hereinbefore expressly provided, the issuance by the Company of shares of stock of any class or securities convertible into shares of stock of any class, for cash, property, labor or services, upon direct sale, upon the exercise of rights or warrants to subscribe therefor, or upon conversion of shares or obligations of the Company convertible into such shares or other securities, and in any case whether or not for fair value, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number of shares of Common Stock subject to Awards theretofore granted, the purchase price per share of Common Stock subject to Options or the calculation of the Spread with respect to Stock Appreciation Rights. (g) Notwithstanding the foregoing, the provisions of this Article XIII shall be administered in accordance with Section 409A of the Code, and settlement of Awards under Section 13(e) will be delayed until the scheduled payment or vesting date to the extent required to comply with Section 409A of the Code or to avoid the taxes imposed thereunder. XIV. Amendment or Termination of the Plan The Board in its discretion may terminate the Plan or alter or amend the Plan or any part thereof from time to time; provided that no change in any Award theretofore granted may be made which would impair the rights of the Holder without the consent of the Holder, and provided, further, that the Board may not, without approval of the stockholders, amend the Plan to effect a “material revision” of the Plan, where a “material revision” includes, but is not limited to, a revision that: (a) materially increases the benefits accruing to a Holder under the Plan, (b) materially increases the aggregate number of securities that may be issued under the Plan, (c) materially modifies the requirements as to eligibility for participation in the Plan, or (d) changes the types of awards available under the Plan. XV. Other (a) No Right To An Award. Neither the adoption of the Plan nor any action of the Board or of the Committee shall be deemed to give an employee or a non-management Director any right to be granted an Option, a Stock Appreciation Right, a right to a Restricted Stock Award, Restricted Stock Unit Award, Performance Award or Stock Value Equivalent Award or any other rights hereunder except as may be evidenced by an Award or by an Option or Stock Appreciation Agreement duly executed on behalf of the Company, and then only to the extent of and on the terms and conditions expressly set forth therein. The Plan shall be unfunded. The Company shall not be required to establish any special or separate fund or to make any other segregation of funds or assets to assure the payment of any Award. (b) No Employment Rights Conferred. Nothing contained in the Plan or in any Award made hereunder shall: (i) confer upon any employee any right to continuation of employment with the Company or any Subsidiary; or (ii) interfere in any way with the right of the Company or any Subsidiary to terminate his or her employment at any time. (c) No Rights to Serve as a Director Conferred. Nothing contained in the Plan or in any Award made hereunder shall confer upon any Director any right to continue their position as a Director of the Company. (d) Other Laws; Withholding. The Company shall not be obligated to issue any shares of Common Stock pursuant to any Award at any time, when the offering of the shares of Common Stock covered by such Award has not been registered under the U.S. Securities Act of 1933, as amended (the “Act”) or such other country, U.S. federal or state laws, rules or regulations as the Company deems applicable and, in the opinion of legal counsel for the Company, there is no exemption from the registration. The Company intends to use reasonable efforts to ensure that no such delay will occur. In the event exemption from registration under the Act is available upon vesting of an Award, the Participant, if requested by the Company to do so, will execute and deliver to the Company in writing an agreement containing such provisions as the Company may require to assure HALLIBURTON  |  2019Proxy StatementA-8 Back to Contents compliance with applicable securities laws. By accepting an Award, the Participant agrees that the shares of Common Stock which the Participant may acquire upon vesting of an Award will not be sold or otherwise disposed of in any manner which would constitute a violation of any applicable U.S. federal, state or non-U.S. securities laws. Furthermore, the Participant also agrees (i) that the Company may refuse to register the transfer of the shares of Common Stock acquired under an Award on the stock transfer records of the Company if such proposed transfer would in the opinion of counsel to the Company constitute a violation of any applicable securities law, and (ii) that the Company may give related instructions to its transfer agent, if any, to stop registration of the transfer of the shares of Common Stock acquired under the Plan. No fractional shares of Common Stock shall be delivered, nor shall any cash in lieu of fractional shares be paid. The Company shall have the right to deduct in connection with all Awards any taxes required by law to be withheld and to require any payments necessary to enable it to satisfy its withholding obligations. The Committee may permit the Holder of an Award to elect to surrender, or authorize the Company to withhold, shares of Common Stock (valued at their Fair Market Value on the date of surrender or withholding of such shares) in satisfaction of the Company’s withholding obligation, subject to such restrictions as the Committee deems appropriate. (e) No Restriction on Corporate Action. Nothing contained in the Plan shall be construed to prevent the Company or any Subsidiary from taking any corporate action which is deemed by the Company or such Subsidiary to be appropriate or in its best interest, whether or not such action would have an adverse effect on the Plan or any Award made under the Plan. No Holder, beneficiary or other person shall have any claim against the Company or any Subsidiary as a result of any such action. (f) Restrictions on Transfer. No Award may be sold, assigned, pledged, exchanged, hypothecated, encumbered, disposed of, or otherwise transferred, except by will or the laws of descent and distribution or pursuant to a “qualified domestic relations order” as defined by the Code or Title I of the U.S. Employee Retirement Income Security Act of 1974, as amended, or similar order. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of an Award or of such rights contrary to the provisions of an Award Document or in the Plan, the Award and such rights shall immediately become null and void. The Committee may prescribe and include in the respective Award Documents hereunder other restrictions on transfer. Upon a Holder’s death, the Holder’s personal representative or other person entitled to succeed to the rights of the Holder (the “Successor Holder”) may exercise such rights as are provided under the applicable Award Document. A Successor Holder must furnish proof satisfactory to the Company of his or her rights to exercise the Award under the Holder’s will or under the applicable laws of descent and distribution. Notwithstanding the foregoing, the Committee shall have the authority, in its discretion, to grant (or to sanction by way of amendment to an existing grant) Awards (other than Incentive Stock Options) which may be transferred by the Holder for no consideration to or for the benefit of the Holder’s Immediate Family, to a trust solely for the benefit of the Holder and his Immediate Family, or to a partnership or limited liability company in which the Holder and members of his Immediate Family have at least 99% of the equity, profit and loss interest, in which case the Award Document shall so state. A transfer of an Award pursuant to this Paragraph (f) shall be subject to such rules and procedures as the Committee may establish. In the event an Award is transferred as contemplated in this Paragraph (f), such Award may not be subsequently transferred by the transferee except by will or the laws of descent and distribution, and such Award shall continue to be governed by and subject to the terms and limitations of the Plan and the relevant written instrument for the Award and the transferee shall be entitled to the same rights as the Holder under Articles XIII and XIV hereof as if no transfer had taken place. No transfer shall be effective unless and until written notice of such transfer is provided to the Committee, in the form and manner prescribed by the Committee. The consequences of termination of employment shall continue to be applied with respect to the original Holder, following which the Awards shall be exercised by the transferee only to the extent and for the periods specified in the Plan and the related Award Document. The Option Agreement, Stock Appreciation Rights Agreement, Restricted Stock Award Agreement, Restricted Stock Unit Award Agreement or other Award Document shall specify the effect of the death of the Holder on the Award. (g) Governing Law. This Plan shall be construed in accordance with the laws of the State of Texas, except to the extent that it implicates matters which are the subject of the General Corporation Law of the State of Delaware which matters shall be governed by the latter law. (h) Foreign Awardees. Without amending the Plan, the Committee may grant Awards to eligible persons who are foreign nationals on such terms and conditions different from those specified in the Plan as may, in the judgment of the Committee, be necessary or desirable to foster and promote achievement of the purposes of the Plan and, in furtherance of such purposes, the Committee may make such modifications, amendments, procedures, subplans and the like as may be necessary or advisable to comply with the provisions of laws and regulations in other countries or jurisdictions in which the Company or its Subsidiaries operate. (i) Clawback or Recoupment. Notwithstanding any other provisions in this Plan, any Award shall be subject to clawback, recovery or recoupment by the Company under any clawback or recoupment policy adopted by the Company, whether before or after the date of grant of the Award. www.halliburton.com   HALLIBURTON  |  2019Proxy StatementA-9 Back to Contents DIRECTIONS TO THE HALLIBURTON ANNUAL MEETING OF STOCKHOLDERSDirections to the HalliburtonAnnual Meeting of Shareholders   The Halliburton North Belt Facility is located on the North Sam Houston Parkway (Beltway 8 Tollway) south feeder between Aldine Westfield and JFK Boulevard.   3000 N. Sam Houston Parkway East Houston, Texas 77032 281-871-4000   From I-45 From I-69 / US 59 and IAH •   Take the Sam Houston Parkway East •   Exit JFK Blvd •   Take the Sam Houston Parkway West • Exit JFK Blvd •   Exit Aldine Westfield •   “U-Turn” at Aldine Westfield and proceed east on the Sam Houston Parkway feeder   The main entrance to the North Belt facility will be on your right, about halfway between Aldine Westfield and JFK Blvd. Back to Contents Back to Contents Back to Contents