Schedule 14A


Download 2.43 Mb.
NameSchedule 14A
page1/43
A typeSchedule
manual-guide.com > manual > Schedule
  1   2   3   4   5   6   7   8   9   ...   43


Use these links to rapidly review the document

TABLE OF CONTENTS

EXECUTIVE COMPENSATION

Table of Contents
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 ý


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))


ý


 


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):


ý


 


No fee required.


o


 


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:

          


o


 


Fee paid previously with preliminary materials.


o


 


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


2016 Proxy Statement
Notice of 2016 Annual Meeting of Stockholders

To be Held on May 17, 2016


Table of Contents

 

 

 

    

 


4 Waterway Square Place Suite 100

The Woodlands, TX 77380

 


 

 

 



 


 

"2015 was a good year for Newfield and its stockholders as we continued a multi-year streak of solid execution against our targets and delivered on our key objectives. The market took note as our share price increased 20% over 2014 and we were ranked as the top E&P stock in the S&P 500 Index. Although these are challenging times for our industry, we have taken timely and aggressive steps to adapt our near-term business strategies to ensure we maintain liquidity and preserve our balance sheet. Early in 2016, we issued 34.5 million shares of common stock and raised an estimated $775 million in net proceeds. This issuance ensures we will have the financial foundation to execute our near-term business plan. I am confident that we have the right plan, people and assets in place to prosper and succeed when oil prices eventually stabilize and recover."

-Lee K. Boothby


Dear Stockholders:
I am pleased to invite you to join our Board of Directors, senior leadership and other associates and stockholders for our 2016 Annual Meeting of Stockholders, which will be held at 8:00 a.m. Central Daylight Time on May 17, 2016. We will again this year provide an opportunity for all stockholders, regardless of location, to attend our 2016 Annual Meeting. Specifically, we will hold a virtual meeting and you will be able to attend the 2016 Annual Meeting, vote and submit any questions during the meeting via live webcast through the link www.virtualshareholdermeeting.com/NFX2016 . You will need the 12-digit control number included with these proxy materials to vote during 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 during the meeting. As in years past, we will have a brief management presentation following the official business portion of 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 2015 Annual Report, 2016 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 by 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 four.
I hope you are able to join the virtual meeting. Thank you for being a stockholder and for the trust you have in our Company.

 

 

 

                        

 

Sincerely,



 


 


 


            


 


LEE K. BOOTHBY


 


 


Chairman of the Board, President

and CEO


Table of Contents

 

 

 

 

 


4 Waterway Square Place Suite 100

The Woodlands, TX 77380

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

May 17, 2016

8:00 a.m. Central Daylight Time via live webcast
The 2016 Annual Meeting of Stockholders of Newfield Exploration Company (the "Annual Meeting") will be held at 8:00 a.m. Central Daylight Time on May 17, 2016, via live webcast through the link www.virtualshareholdermeeting.com/NFX2016 for the following purposes:
1.

To elect a Board of Directors for the coming year;

2.

To ratify the appointment of PricewaterhouseCoopers LLP as the Company's independent auditor for the year ending December 31, 2016;

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 21, 2016 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 25, 2016.

 

 

 

                        

 

By order of the Board of Directors,



 


 


 


            


 


TIMOTHY D. YANG


March 24, 2016


 


General Counsel and Corporate Secretary


Table of Contents
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 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. 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 during the Annual Meeting via our virtual meeting.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 17, 2016
The notice of the 2016 Annual Meeting, the Proxy Statement and our 2015 Annual Report and 10-K are available at:
http://www.proxyvote.com
FORWARD-LOOKING STATEMENTS
Some of the amounts set forth in this Proxy Statement in the disclosure regarding executive compensation are forward-looking statements within the meaning of the federal securities laws. These amounts include estimates of future amounts payable under awards, plans and agreements or the present value of future amounts, as well as the estimated value at December 31, 2015 of awards the vesting of which will depend on performance over future periods. Estimating future payments of this nature is necessarily subject to contingencies and uncertainties, many of which are difficult to predict. In order to estimate amounts that may be paid in the future, we had to make assumptions as to a number of variables, which may, and in many cases will, differ from future actual conditions. These variables include the price of our common stock, the date of termination of employment, final pay, interest rates, applicable tax rates and other assumptions. Accordingly, amounts and awards paid out in future periods may vary from the related estimates and values set forth in this Proxy Statement.




TABLE OF CONTENTS
 

 

 

 

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 17, 2016

 

 







Forward-Looking Statements

 

 


PROXY STATEMENT SUMMARY


 


2







Annual Meeting of Stockholders

 

2

Questions and Answers About the Meeting

 

3


CORPORATE GOVERNANCE


 


7







Corporate Governance Guidelines

 

7

Director Selection Process and Guidelines

 

7

Code of Business Conduct and Ethics, Financial Code of Ethics and Insider Trading Policy

 

7

Board of Directors

 

7

Audit Committee

 

11

Compensation & Management Development Committee

 

12

Nominating & Corporate Governance Committee

 

13

Operations & Reserves Committee

 

16

Related Person Transactions

 

16

Corporate Governance Documents

 

17


PROPOSAL 1: ELECTION OF DIRECTORS


 


18







Board Recommendation

 

22


DIRECTOR COMPENSATION


 


23







Director Compensation Program

 

23

Director Compensation Table

 

24

 

 

 




 

 

 

EXECUTIVE COMPENSATION

 

25








PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITOR


 


66







Board Recommendation

 

66


PROPOSAL 3: NON-BINDING ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION


 


67







Board Recommendation

 

68


SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT


 


69








SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE


 


70








AUDIT COMMITTEE REPORT


 


71








PRINCIPAL ACCOUNTING FEES AND SERVICES


 


72








OTHER INFORMATION


 


72







Other Business

 

72

Proxy Solicitation

 

72

Stockholder List

 

72

Stockholder Proposals for 2017 Annual Meeting and Director Nominations

 

73

Additional Information Available

 

73


APPENDIX A


 


A-1






  1   2   3   4   5   6   7   8   9   ...   43

Share in:

Related:

Schedule 14A iconSchedule 14A

Schedule 14A iconSchedule 14A

Schedule 14A iconSchedule 14A

Schedule 14A iconSchedule 14A

Schedule 14A iconSchedule 14A

Schedule 14A iconSchedule 14A

Schedule 14A iconSchedule 14A

Schedule 14A iconSchedule 14A

Schedule 14A iconSchedule 14A

Schedule 14A iconSchedule 14A

Schedule 14A iconSchedule 14A

Schedule 14A iconSchedule 14A

Schedule 14A iconSchedule 14A

Schedule 14A iconSchedule 14A

Schedule 14A iconSchedule 14A

Schedule 14A iconSchedule 14A

Schedule 14A icon1 schedule 14A

Schedule 14A iconSchedule 14A

Schedule 14A iconSchedule 14A

Schedule 14A iconSchedule 14A




manual


When copying material provide a link © 2017
contacts
manual-guide.com
search