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Ovintiv 8-K Report, Executive Changes (May 5, 2025)

Reports
Leadership Changes·Shareholder Matters·Exhibits & Filings
Filing Date
Filed May 5, 2025
Period End
May 1, 2025
Security
OVV
In the record · 2020–202610-K710-Q218-K127

OVV filed 7 annual reports (10-K), 21 quarterly reports (10-Q) and 127 current reports (8-K) between 2020 and 2026.

  1. Material agreement8-K · Apr ’21Apr ’21
  2. Leadership change8-K · Sep ’22Sep ’22
  3. Leadership change8-K · Mar ’24Mar ’24
  4. Material agreement8-K · Oct ’26Oct ’26

01—Abstract

Summary

Summary of the 8-K filed May 5, 2025. Cited figures are marked; the original filing is the authoritative source.

On May 5, 2025, Ovintiv Inc. (NYSE, TSX: OVV) reported the results of its 2025 Annual Meeting of Shareholders, held May 1, 2025.

Shareholders elected all eleven nominees listed in the March 20, 2025 Proxy Statement as directors, approved the non-binding advisory vote on named executive officer compensation, approved the Third Amendment to the Omnibus Incentive Plan, and ratified PricewaterhouseCoopers LLP as independent auditors. The Third Amendment had previously been approved by the board subject to shareholder approval. The Omnibus Incentive Plan amendment received 198,139,344 votes for and 6,157,898 against (96.98%a for, 3.01% against per the news release), with 239,175 abstentions.

The advisory say-on-pay vote received 191,966,561 votes for (93.96%b) and 12,334,085 against (6.03%). Director votes were generally strong, with most nominees receiving well over 95% support; Peter A. Dea (95.40%) and Thomas G.

Ricks (95.19%c) received the lowest support among the nominees. The filing also lists exhibits including the Third Amendment, Form of RSU, PSU and Director RSU Grant Agreements (management compensatory arrangements), and a news release dated May 5, 2025 announcing the meeting results.

02—Key points

Key Highlights

  1. Annual Meeting held May 1, 2025; all eleven director nominees in the Proxy Statement were elected.
  2. Shareholders approved the Third Amendment to the Omnibus Incentive Plan: 198,139,344 for (96.98%) and 6,157,898 against (3.01%).
  3. Say-on-pay advisory vote on named executive officer compensation passed with 191,966,561 for (93.96%) and 12,334,085 against (6.03%).
  4. PricewaterhouseCoopers LLP was ratified as independent auditors with 210,840,461 votes for (96.24%) and 8,214,984 against (3.75%).
  5. Lowest director support among nominees was for Peter A. Dea (95.40%) and Thomas G. Ricks (95.19%); the remaining nominees received 97.73% or higher.
  6. Exhibits filed include the Third Amendment to the Omnibus Incentive Plan and Form RSU, PSU and Director RSU Grant Agreements, all classified as compensatory arrangements.

03—Questions

Frequently Asked Questions

  1. Did shareholders approve the amendment to the Omnibus Incentive Plan?

    Yes. The Third Amendment to the Omnibus Incentive Plan received 198,139,344 votes for, 6,157,898 against and 239,175 abstentions, with 14,704,463 broker non-votes. The board had previously approved the amendment subject to shareholder approval.

  2. Were all director nominees elected?

    Yes. Each nominee listed in the March 20, 2025 Proxy Statement was elected. Support ranged from 95.19% (Thomas G. Ricks) to 99.81% (Terri G. King).

  3. How did shareholders vote on executive compensation?

    The non-binding advisory vote on named executive officer compensation received 191,966,561 votes for (93.96%) and 12,334,085 against (6.03%).

  4. What auditor did shareholders ratify?

    Shareholders ratified PricewaterhouseCoopers LLP, Chartered Accountants, as independent auditors, with 210,840,461 votes for (96.24%) and 8,214,984 against (3.75%).

04—Continue

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