01—Abstract
Summary
Summary of the 8-K filed December 2, 2025. Cited figures are marked; the original filing is the authoritative source.
Halliburton Company (NYSE: HAL) filed a Form 8-K on December 2, 2025 to report the appointment of Timothy A.
Leach to its Board of Directors. The Board increased its size from 11 to 12 directors and named Mr. Leach effective immediately, with his term expiring at the 2026 Annual Meeting of Shareholders. Mr. Leach retired in August 2025 from ConocoPhillips after a 40-year career in the oil and gas industry, and previously served as chairman and chief executive officer of Concho Resources Inc. from its formation in 2006 until its acquisition by ConocoPhillips in 2021.
Under the director compensation program described in the company's 2025 proxy statement, Mr. Leach will receive an initial restricted stock unit award equal to the $200,000a annual director equity award amount, with the number of units set by the average NYSE closing price during the month before his appointment. Halliburton also entered into an indemnification agreement with him on the same date. The Board expects to assign him committee roles in February 2026.
The filing discloses no related-party transactions requiring disclosure under Item 404(a) of Regulation S-K. For investors, this is a routine governance event rather than a financial or operational disclosure.
The filing contains no financial results, guidance, or changes to company operations. The appointment adds a director with upstream oil and gas operating and corporate governance experience, as described by Chairman, President and CEO Jeff Miller in the accompanying press release.
02—Key points
Key Highlights
- Board size increased from 11 to 12 directors, with Timothy A. Leach appointed effective December 2, 2025.
- Mr. Leach's term runs until the 2026 Annual Meeting of Shareholders, where he will stand for election.
- Mr. Leach retired in August 2025 from ConocoPhillips after a 40-year career, and previously led Concho Resources Inc. as chairman and CEO from 2006 until its 2021 acquisition by ConocoPhillips.
- Initial compensation is a restricted stock unit award equal to the $200,000 annual 2025 director equity award amount.
- Halliburton entered into an indemnification agreement with Mr. Leach on December 2, 2025; the form is filed as Exhibit 10.1.
- The Board expects to appoint Mr. Leach to committees in February 2026.
- The filing reports no related-party transactions for Mr. Leach requiring disclosure under Item 404(a) of Regulation S-K.
03—Questions
Frequently Asked Questions
Who is Timothy A. Leach and why was he appointed?
Mr. Leach is a retired oil and gas executive who retired from ConocoPhillips in August 2025 after 40 years in the industry. He previously served as executive vice president, Lower 48, at ConocoPhillips and as chairman and CEO of Concho Resources Inc. The press release says Halliburton values his upstream operations, strategic planning, and corporate governance experience.
How will Mr. Leach be compensated as a director?
He will participate in the non-management director compensation arrangements described in the 2025 proxy statement. His initial equity award is restricted stock units equal to the $200,000 2025 annual director equity award, with the unit count set by dividing that amount by the average NYSE closing price during the month before his appointment.
How long will Mr. Leach serve on the Board?
His initial term began December 2, 2025 and expires at Halliburton's 2026 Annual Meeting of Shareholders, or when his successor is elected and qualified. The press release states he will stand for election by shareholders at that meeting.
Does this appointment change Halliburton's financial outlook or operations?
The filing does not report any financial results, guidance, or operational changes. It is a board composition and governance disclosure only.
Does Halliburton have any indemnification obligations to the new director?
Yes. Halliburton entered into an indemnification agreement with Mr. Leach on December 2, 2025, under which it will indemnify and advance certain expenses to the fullest extent permitted by applicable law, subject to listed exceptions and limitations. The form of agreement is filed as Exhibit 10.1.
04—Continue