Schedule 14A


Download 2.3 Mb.
NameSchedule 14A
page1/36
A typeSchedule
manual-guide.com > manual > Schedule
  1   2   3   4   5   6   7   8   9   ...   36


 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:

þ    Preliminary Proxy Statement

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

o    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:

__________________________________________________________________________________________________



 

 

 

 

 

 

 

4 Waterway Square Place

Suite 100

The Woodlands, TX 77380




 

 

 

 

“The year 2014 was significant for Newfield and our stockholders. We had exemplary performance across the Company and delivered on our key objectives to reduce operating costs and grow production, proved reserves and cash flow. The market noted our accomplishments and, in 2014, our stock was a top performer in the E&P sector. We enter 2015 with momentum, a deep inventory of economic drilling opportunities and a sound business strategy that will ensure we continue to create long-term value for our stockholders.”

                                                                                                        -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 2015 Annual Meeting of Stockholders, which will be held on May 15, 2015, at 8:00 a.m. Central Time. We will again this year provide an opportunity for all stockholders, regardless of location, to attend our 2015 Annual Meeting. Specifically, we will hold a virtual meeting and you will be able to attend the 2015 Annual Meeting, vote and submit any questions during the meeting via live webcast through the link www.virtualshareholdermeeting.com/NFX2015 . 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 2014 Annual Report, 2015 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 5.

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





 

 

 

 

 

 

 

 

4 Waterway Square Place, Suite 100

The Woodlands, Texas 77380

 

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

Friday, May 15, 2015

8:00 a.m. Central Time via live webcast

 

 

The 2015 Annual Meeting of Stockholders of Newfield Exploration Company will be held at 8:00 a.m. Central Time on Friday, May 15, 2015, via live webcast through the link www.virtualshareholdermeeting.com/NFX2015 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, 2015;

 

 

3.

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

 

 

4.

To approve the Second Amended and Restated Newfield Exploration Company 2011 Omnibus Stock Plan to increase the authorized shares under the plan by 7,000,000;

 

 

5.

To approve material terms of the performance metrics set forth in our stock plan for tax compliance (Proposal 5A) and to approve material terms of the performance metrics set forth in our bonus plan for tax compliance (Proposal 5B);

 

 

6.

To approve an amendment to the Third Restated Certificate of Incorporation to increase authorized shares of common stock from 200,000,000 to 300,000,000 shares (Proposal 6A) and to increase authorized shares of preferred stock from 5,000,000 to 7,500,000 shares (Proposal 6B); and

 

 

7.

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 16, 2015 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 April 2, 2015.

 

 

 

 

By order of the Board of Directors,

 

 

 

JOHN D. MARZIOTTI

April 1, 2015

General Counsel and Corporate Secretary

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 at the Annual Meeting.
  1   2   3   4   5   6   7   8   9   ...   36

Share in:

Related:

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

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




manual


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