UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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 5.07 Submission of Matters to a Vote of Security Holders.
At the 2023 Annual Meeting of Shareholders of Ovintiv Inc. (the “Company”) held on May 3, 2023, the following matters, as further described in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 23, 2023 (the “Proxy Statement”), were submitted to a vote of holders of common stock.
Each nominee listed in the Proxy Statement was elected as a director of the Company. The results of the vote by ballot were as follows:
Name of Nominee |
Shares For |
Shares Against |
Abstain |
Broker Non-vote |
Peter A. Dea |
168,404,785 |
5,047,161 |
130,316 |
19,755,443 |
Meg A. Gentle |
169,689,545 |
3,737,410 |
155,307 |
19,755,443 |
Ralph Izzo |
171,659,752 |
1,696,254 |
226,256 |
19,755,443 |
Howard J. Mayson |
170,339,842 |
3,107,225 |
135,195 |
19,755,443 |
Brendan M. McCracken |
172,605,556 |
825,099 |
151,607 |
19,755,443 |
Lee A. McIntire |
166,563,086 |
6,842,816 |
176,360 |
19,755,443 |
Katherine L. Minyard |
171,973,771 |
1,444,588 |
163,903 |
19,755,443 |
Steven W. Nance |
172,011,222 |
1,397,006 |
174,034 |
19,755,443 |
Suzanne P. Nimocks |
157,900,679 |
15,424,515 |
257,068 |
19,755,443 |
George L. Pita |
172,022,482 |
1,389,605 |
170,175 |
19,755,443 |
Thomas G. Ricks |
165,904,949 |
7,505,652 |
171,661 |
19,755,443 |
Brian G. Shaw |
170,658,576 |
2,792,006 |
131,680 |
19,755,443 |
2. Advisory Vote to Approve Compensation of Named Executive Officers
The results of the non-binding advisory vote for the compensation of the Company’s named executive officers were as follows:
Shares For |
Shares Against |
Abstain |
Broker Non-vote |
167,308,173 |
5,820,963 |
453,126 |
19,755,443 |
3. Advisory Vote on the Frequency of Future Advisory Votes to Approve the Compensation of Named Executive Officers
The results of the non-binding advisory vote on the frequency of future votes to approve the compensation of the Company’s named executive officers were as follows:
Shares For One Year |
Shares For Two Years |
Shares For Three Years |
Abstain |
Broker Non-vote |
170,568,567 |
127,026 |
2,498,008 |
388,661 |
19,755,443 |
At the Annual Meeting, in accordance with the recommendation of the Board of Directors, the Company’s stockholders approved, on an advisory basis, “Every Year” as the preferred frequency of solicitation of stockholder advisory votes on the compensation of the Company’s named executive officers. In accordance with these results and previous recommendation, the Company has determined that future advisory votes on named executive compensation will be held every year until the next required advisory vote on the frequency of stockholder votes on the compensation of named executive officers.
4. Ratify PricewaterhouseCoopers LLP as Independent Auditors
The results for the ratification of PricewaterhouseCoopers LLP, Chartered Accountants, as the Company’s independent auditors were as follows:
Shares For |
Shares Against |
Abstain |
Broker Non-vote |
186,757,581 |
6,435,087 |
145,037 |
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ITEM 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. |
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Exhibit Description |
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Exhibit 99.1 |
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Exhibit 104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
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: May 8, 2023
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OVINTIV INC. |
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(Registrant) |
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By: |
/s/ Dawna I. Gibb |
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Name: Dawna I. Gibb |
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Title: Assistant Corporate Secretary |
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