Schedule 14A


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 UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES

EXCHANGE ACT OF 1934

Filed by the Registrant     þ

Filed by a Party other than the Registrant     o

Check the appropriate box:

o    Preliminary Proxy Statement

o    Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

þ    Definitive Proxy Statement

o    Definitive Additional Materials

o    Soliciting Material Pursuant to § 240.14a-12

Newfield Exploration Company

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

 

 

þ 

No fee required.

 

 



Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

 

(1) 

Title of each class of securities to which transaction applies:   

__________________________________________________________________________________________________

 

 

(2) 

Aggregate number of securities to which transaction applies:   

__________________________________________________________________________________________________

 

 

(3) 

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):   

__________________________________________________________________________________________________ 

 

 

(4) 

Proposed maximum aggregate value of transaction:   

__________________________________________________________________________________________________ 

 

 

(5) 

Total fee paid:   

__________________________________________________________________________________________________

 

 



Fee paid previously with preliminary materials.

 

 



Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

 

(1) 

Amount Previously Paid:

__________________________________________________________________________________________________

 

 

(2) 

Form, Schedule or Registration Statement No.:   

__________________________________________________________________________________________________

 

 

(3) 

Filing Party:

__________________________________________________________________________________________________

 

 

(4) 

Date Filed:

__________________________________________________________________________________________________

Table of Contents



 

 

 

2014 PROXY STATEMENT

 

NEWFIELD EXPLORATION COMPANY

Notice of Annual Meeting of Stockholders

to be held on May 9, 2014

4 Waterway Square Place

Suite 100

The Woodlands, TX 77380

March 20, 2014

Dear Stockholders:

It is my pleasure to invite you to join our Board of Directors, senior leadership and other associates and stockholders for our 2014 Annual Meeting of Stockholders, which will be held on May 9, 2014, at 8:00 a.m. Central Time. We have decided this year to provide an opportunity for all stockholders, regardless of location, to attend our 2014 Annual Meeting. Specifically, you will be able to attend the 2014 Annual Meeting, vote, and submit your questions during the meeting via live webcast through the link www.virtualshareholdermeeting.com/NFX2014 . You will need the 12-digit control number included with these proxy materials to vote at the Annual Meeting, but we urge you to vote before the meeting. The attached Notice of Annual Meeting of Stockholders and Proxy Statement will serve as your guide to the business to be conducted at the meeting. As in years past, we will have a brief management presentation following the meeting.

We are mailing to most of our stockholders a Notice of Internet Availability of Proxy Materials (Notice). We believe the Notice process allows us to provide our stockholders with the information they desire in a timely manner, while saving costs and reducing the environmental impact of our Annual Meeting. The Notice contains instructions on how to access our 2013 Annual Report, Proxy Statement and proxy card over the Internet, as well as instructions on how to request a paper copy of the materials, if desired. All stockholders who do not receive a Notice should receive a paper copy of the proxy materials by mail.

Your vote is very important to us. We encourage you to sign and return your proxy card and/or vote through the telephone or Internet following the instructions on the Notice as soon as possible, so that your shares will be represented and voted at the meeting. Instructions on how to vote are on page 2.

I hope you are able to attend the meeting. Thank you for being a stockholder and for the trust you have in our Company.

 


 

 

Very truly yours,

 

LEE K. BOOTHBY

 

Chairman of the Board, President and

Chief Executive Officer


Table of Contents
 



NEWFIELD EXPLORATION COMPANY

4 Waterway Square Place, Suite 100

The Woodlands, Texas 77380

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

May 9, 2014

To the Stockholders of Newfield Exploration Company:

You are cordially invited to attend our 2014 Annual Meeting of Stockholders. The meeting will be held at 8:00 a.m. Central Time on Friday, May 9, 2014, via live webcast through the link www.virtualshareholdermeeting.com/NFX2014 . You will need the 12-digit control number provided on the Notice of Internet Availability of Proxy Materials or your proxy card (if applicable) to vote at the meeting, but we urge you to vote prior to the meeting. The purpose of the meeting is:


 

 

(1)

to elect 11 directors;

 

 

(2)

to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent auditor for the year ending December 31, 2014;

 

 

(3)

to hold an advisory vote to approve the compensation of the Company’s named executive officers; and

 

 

(4)

to transact any other business that may properly come before the Annual Meeting or any adjournments or postponements of the Annual Meeting.

The close of business on March 12, 2014 has been fixed as the record date for the determination of stockholders entitled to receive notice of, and to vote at, the Annual Meeting or any adjournments or postponements thereof. This Notice, Proxy Statement and the form of proxy/voting instruction card are first being sent or made available to stockholders on or about March 24, 2014.

 

 

 

By order of the Board of Directors,

 

JOHN D. MARZIOTTI

 

General Counsel and Corporate Secretary

March 20, 2014

YOUR VOTE IS IMPORTANT

You may vote by Internet or by telephone using the instructions on the Notice, or, if you received a paper copy of the proxy card, by signing and returning it in the envelope provided. You may revoke your proxy at any time before the vote is taken by following the instructions in this Proxy Statement. You may also attend and vote at the Annual Meeting.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL STOCKHOLDER MEETING TO BE HELD ON MAY 9, 2014

The notice of the 2014 Annual Meeting, the Proxy Statement and our 2013 Annual Report and 10-K Wrap are available at:

http://phx.corporate-ir.net/phoenix.zhtml?c=63798&p=proxy .

 

Table of Contents
TABLE OF CONTENTS

 

 

 

 

 

Page

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL STOCKHOLDER MEETING TO BE HELD ON MAY 9, 2014

 

QUESTIONS AND ANSWERS ABOUT THE MEETING

2

Where and when is the Annual Meeting?

2

Who is entitled to vote at the Annual Meeting?

2

Why did I receive a Notice in the mail regarding the Internet availability of proxy materials this year instead of a full set of proxy materials?

2

Why didn’t I receive a Notice in the mail regarding the Internet availability of proxy materials?

2

Can I vote my stock by filling out and returning the Notice?

2

How can I access the proxy materials over the Internet?

2

How do I vote?

2

If I vote by telephone or Internet and received a proxy card in the mail, do I need to return my proxy card?

3

Can I change my vote?

3

What is a proxy?

3

What is a Proxy Statement?

3

What is the difference between a “stockholder of record” and a stockholder who holds stock in “street name”, also called a “beneficial owner”?

4

Who is soliciting my vote?

4

What is the purpose of the Annual Meeting?

4

What constitutes a quorum?

4

What is a “broker non-vote”?

4

What routine matters will be voted on at the Annual Meeting?

4

What non-routine matters will be voted on at the Annual Meeting?

4

What are your Board’s recommendations for each proposal?

4

What is the effect of an “advisory” vote?

5

What are the voting choices and what vote is required to elect the directors (Proposal 1)?

5

What are the voting choices and what vote is required to approve the ratification of the appointment of PricewaterhouseCoopers LLP as our independent auditor for the 2013 fiscal year (Proposal 2)?

5

What are the voting choices and what vote is required to approve the advisory resolution endorsing the compensation of the NEOs as discussed in this Proxy Statement (Proposal 3)?

5

Could other matters be decided at the Annual Meeting?

5

Who will tabulate and certify the vote?

6

Where can I find the voting results of the Annual Meeting?

6

How can I view the stockholder list?

6

Who pays for the proxy solicitation related to the Annual Meeting?

6

What is householding?

6

FORWARD-LOOKING STATEMENTS

7

PROPOSAL 1: ELECTION OF DIRECTORS

7

Board Recommendation

18

NON-MANAGEMENT DIRECTOR COMPENSATION

19

Non-Management Director Compensation Program

19

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

19

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

21

CORPORATE GOVERNANCE

21

General

21

Board of Directors

21

Audit Committee

25

Compensation & Management Development Committee

25

Nominating & Corporate Governance Committee

26
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