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OVV Ovintiv

Filed: 19 Nov 20, 9:05pm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): November 19, 2020

 

Ovintiv Inc.

(Exact Name of Registrant as Specified in its Charter)

 

 

Delaware

(State or Other Jurisdiction

of Incorporation)

001-39191

(Commission

File Number)

84-4427672

(I.R.S. Employer

Identification No.)

 

 

 

Suite 1700, 370 - 17th Street

Denver, Colorado

(Address of principal executive offices)

 

80202

(Zip Code)

 

(303) 623-2300

(Registrant’s telephone number, including area code)

 

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading Symbol(s)

 

Name of each exchange on which registered

Common Stock, par value $0.01 per share

 

OVV

 

New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

 


ITEM 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On November 19, 2020, Ovintiv Inc. (the “Corporation”) issued a news release announcing the appointment of Meg A. Gentle to the Board of Directors of the Corporation (the “Board”), effective December 16, 2020. Pursuant to a Board resolution, the Board has fixed the number of directors at twelve. At the time of this filing, the Board has not made a final determination regarding the committees of the Board to which Ms. Gentle will be appointed.

 

Ms. Gentle will enter into a customary indemnification agreement with the Corporation in connection with her appointment as a director, consistent with those entered into with the Corporation’s other directors. Ms. Gentle will receive compensation for her services on the Board in accordance with the Corporation’s non-employee director compensation practices as described in the Corporation’s 2020 Proxy Statement filed with the Securities and Exchange Commission on March 19, 2020. There are no arrangements or understandings between Ms. Gentle and any other person pursuant to which Ms. Gentle was selected as a director. There are no transactions involving Ms. Gentle that require disclosure under Item 404(a) of Regulation S-K. 

 

In its November 19, 2020 news release, the Corporation also announced that Fred J. Fowler has notified the Corporation that he will not stand for re-election as a director of the Corporation at the Corporation’s 2021 Annual Meeting of Stockholders. Mr. Fowler’s decision not to stand for re-election was not based on any disagreement with the Corporation on any matter relating to the Corporation’s operations, policies or practices.

 

A copy of the news release is attached as Exhibit 99.1 to this Current Report on Form 8-K.  

ITEM 9.01    Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit No.

 

Exhibit Description

 

 

 

Exhibit 99.1

 

News Release dated November 19, 2020.

 

 

 

Exhibit 104

 

Cover Page Interactive Data File (embedded within the Inline XBRL document).

 


EXHIBIT INDEX

 

Exhibit No.

 

Exhibit Description

 

 

 

Exhibit 99.1

 

News Release dated November 19, 2020.

 

 

 

Exhibit 104

 

Cover Page Interactive Data File (embedded within the Inline XBRL document).

 


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated November 19, 2020

 

 

OVINTIV INC.

 

(Registrant)

 

 

 

 

 

By:

 

/s/ Dawna I. Gibb

 

 

 

Name: Dawna I. Gibb

 

 

 

Title:   Assistant Corporate Secretary