false 0001792580 0001792580 2025-05-01 2025-05-01
 
 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 1, 2025

 

 

Ovintiv Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-39191   84-4427672
(State or other jurisdiction
of incorporation)		   (Commission
File Number)		   (IRS Employer
Identification No.)

 

Suite 1700, 370 17th Street

Denver, Colorado

   80202
(Address of principal executive offices)   (Zip Code)

(303) 623-2300

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

  

Trading
Symbol(s)

  

Name of each exchange
on which registered

Common Stock, par value $0.01 per share   OVV   New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 
 

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) On May 1, 2025, Ovintiv, Inc., a Delaware corporation (the “Corporation”), held an annual meeting of the shareholders of the Corporation (the “Meeting”). At the Meeting, the shareholders of the Corporation approved the Third Amendment to the Omnibus Incentive Plan of Ovintiv Inc. (the “Amendment”), as summarized in the Corporation’s definitive proxy statement on Schedule 14A for the Meeting filed with the U.S. Securities and Exchange Commission on March 20, 2025 (the “Proxy Statement”). The Amendment previously had been approved, subject to shareholder approval, by the board of directors of the Corporation.

 

Item 5.07

Submission of Matters to a Vote of Security Holders.

At the Meeting, the following matters, as further described in the Corporation’s Proxy Statement, were submitted to a vote of holders of common stock.

 

1.

Election of Directors

Each nominee listed in the Proxy Statement was elected as a director of the Corporation. The results of the vote by ballot were as follows:

 

     Shares For      Shares Against      Abstain      Broker Non-vote  

Peter A. Dea

      194,971,146        9,397,427        167,844        14,704,463  

Sippy Chhina

      203,825,808        430,847        279,762        14,704,463  

Meg A. Gentle

      201,529,881        2,842,045        164,491        14,704,463  

Ralph Izzo

      199,668,414        4,621,495        246,508        14,704,463  

Terri G. King

      203,977,847        386,536        172,034        14,704,463  

Howard J. Mayson

      202,468,078        1,900,432        167,907        14,704,463  

Brendan M. McCracken

      203,580,135        791,758        164,524        14,704,463  

Steven W. Nance

      200,819,477        3,550,918        166,022        14,704,463  

George L. Pita

      202,507,364        1,858,035        171,018        14,704,463  

Thomas G. Ricks

      194,538,704        9,829,909        167,804        14,704,463  

Brian G. Shaw

      200,180,720        4,186,345        169,352        14,704,463  

 

2.

Advisory Vote to Approve Compensation of Named Executive Officers

The results of the non-binding advisory vote for the compensation of the Corporation’s named executive officers were as follows:

 

Shares For

  

Shares Against

  

Abstain

  

Broker Non-vote

191,966,561   12,334,085   235,771   14,704,463

 

3.

Third Amendment to the Omnibus Incentive Plan

The results of the vote for the third amendment to the Omnibus Incentive Plan were as follows:

 

Shares For

  

Shares Against

  

Abstain

  

Broker Non-vote

198,139,344   6,157,898   239,175   14,704,463

 

2

4.

Ratify PricewaterhouseCoopers LLP as Independent Auditors

The results for the ratification of PricewaterhouseCoopers LLP, Chartered Accountants, as the Corporation’s independent auditors were as follows:

 

Shares For

  

Shares Against

  

Abstain

  

Broker Non-vote

210,840,461   8,214,984   185,435   0

 

Item 9.01

Financial Statements and Exhibits

(d) Exhibits

 

Exhibit

No.

    Exhibit Description
Exhibit 10.1*    Third Amendment to Omnibus Incentive Plan of Ovintiv, Inc.
Exhibit 10.2*    Form of RSU Grant Agreement.
Exhibit 10.3*    Form of PSU Grant Agreement.
Exhibit 10.4*    Form of Director RSU Grant Agreement.
Exhibit 99.1    News Release dated May 5, 2025.
Exhibit 104    Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

*

Management contract or compensatory arrangement.

 

3

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    OVINTIV INC.
Date: May 5, 2025     By:  

/s/ Dawna I. Gibb

    Name:   Dawna I. Gibb
    Title:   Assistant Corporate Secretary

 

4

Exhibit 10.1

THIRD AMENDMENT TO

OMNIBUS INCENTIVE PLAN OF OVINTIV INC.

THIS THIRD AMENDMENT TO THE OMNIBUS INCENTIVE PLAN OF OVINTIV INC. (this “Third Amendment”), is made this 1st day of May, 2025 (the “Effective Date”), by Ovintiv Inc., a Delaware corporation (“Ovintiv”).

WHEREAS, Ovintiv administers and maintains the Omnibus Incentive Plan of Ovintiv Inc. (as originally adopted effective February 13, 2019 and amended on each of January 24, 2020, and May 5, 2020, the “Omnibus Plan”);

WHEREAS, pursuant to Section 12.3 of the Omnibus Plan, the Company’s Board of Directors (the “Board”) may amend the Omnibus Plan at any time and for any purpose as permitted by law, subject to the requirement for stockholder approval as set forth in Section 12.3(a) of the Omnibus Plan and as required by applicable securities laws and exchange rules; and

WHEREAS, on February 21, 2025, the Board, upon recommendation of the Human Resources and Compensation Committee of the Board, unanimously approved, subject to shareholder approval, an amendment to the Omnibus Plan (i) increasing the maximum number of Shares issuable pursuant to Awards granted under the Omnibus Plan by 5,700,000 Shares to an aggregate of 17,700,000; (ii) revising the definition of “Fair Market Value” and “Grant Date” thereunder for ease of administration and to eliminate certain unnecessary blackout period restrictions; (iii) expanding the minimum vesting provisions thereunder; and (iv) clarifying certain share recycling provisions thereunder.

NOW, THEREFORE, pursuant to its authority under Section 12.3 of the Omnibus Plan, the Board hereby amends the Omnibus Plan as follows, subject to the approval of the stockholders of Ovintiv:

 

  1.

Capitalized Terms. Capitalized terms used herein and not otherwise defined will have the meanings given to such terms in the Omnibus Plan. Except as expressly amended hereby, the Omnibus Plan shall remain in full force and effect in accordance with its terms.

 

  2.

Definitions.

 

  a.

Section 1.2(y) of the Omnibus Plan is deleted and replaced with the following:

“Fair Market Value” means, with respect to any particular date, except as otherwise determined by the Committee, the closing price per Share on the Applicable Exchange designated in the Grant Agreement on such date, as reported by such source as the Committee may select. If there is no regular public trading market for such Common Shares, the Fair Market Value of the Common Shares shall be determined by the Committee in good faith and, to the extent applicable, such determination shall be made in a manner that satisfies Sections 409A and Sections 422(c)(1) of the Code.”

 

  b.

Section 1.2(dd) of the Omnibus Plan is deleted and replaced with the following:

“Grant Date” means the date upon which the Committee grants an Award to an Eligible Individual as stated in the Eligible Individual’s Grant Agreement.

 

1

  3.

Minimum Vesting Period. Section 2.6 of the Omnibus Plan is deleted in its entirety and replaced with the following:

“Minimum Vesting Period. Notwithstanding any other provisions of the Plan, Awards granted under the Plan shall vest no earlier than the first anniversary of the Grant Date; provided, however, that the following Awards shall not be subject to the foregoing minimum vesting requirements: (i) Awards granted to Participants who are non-employee directors of the Corporation that vest on the earlier of the one-year anniversary of the Grant Date and the next annual meeting of stockholders that is at least 50 weeks after the immediately preceding year’s annual meeting, (ii) Awards for which vesting is accelerated in connection with the Participant’s death, Disability, Retirement, or a Change in Control; and (iii) other Awards covering up to a maximum of 5% of the maximum number of Shares that may be issued from treasury or purchased in the open market and delivered to Participants pursuant to Awards under Section 3.1.”

 

  4.

Plan Maximums. Section 3.1 of the Omnibus Plan is deleted in its entirety and replaced with the following:

“Plan Maximums. The maximum number of Shares that may be issued from treasury or purchased in the open market and delivered to Participants pursuant to Awards, including Incentive Stock Options, granted under this Plan shall be 17,700,000. Shares made available under this Plan in respect of Awards may, subject to the terms of the Grant Agreement in respect of an Award, be issued from treasury or purchased in the open market or otherwise, at the sole discretion of the Committee.”

 

  5.

Rules for Calculating Shares Issued. Section 3.4 of the Omnibus Plan is deleted in its entirety and replaced with the following:

“Rules for Calculating Shares Issued. To the extent that any Award is forfeited, terminates, expires or lapses instead of being exercised, or any Award is settled for cash, the Shares subject to such Award will not be counted as Shares issued pursuant to Awards granted under this Plan. Notwithstanding the foregoing, if the exercise price of any Stock Option or SAR and/or the tax withholding obligations relating to any Stock Option or SAR are satisfied by delivering Shares (either actually or through a signed document affirming the Participant’s ownership and delivery of such Shares) or the Corporation withholding Shares relating to such Award, the gross number of Shares subject to the Stock Option or SAR shall nonetheless be deemed to have been issued under this Plan and shall reduce the Shares available under section 3.1 hereof. In addition, any Shares reacquired by the Corporation using the cash proceeds received upon the exercise of a Stock Option shall not be made available for issuance under this Plan. If the tax withholding obligations relating to any Full Value Award are satisfied by delivering Shares (either actually or through a signed document affirming the Participant’s ownership and delivery of such Shares) or the Corporation withholding Shares relating to such Full Value Award, the net number of Shares subject to the Award after payment of the tax withholding obligations shall be deemed to have been issued under this Plan.”

 

2

  6.

Governing Law. This Third Amendment will be governed by and construed in accordance with the laws in force in the State of Delaware, without reference to conflict of laws principles.

 

  7.

Execution and Delivery. This Third Amendment may be signed or executed by facsimile or portable document format (pdf) and the signing or execution by law of facsimile or pdf shall have the same effect as the signing or execution of the original.

[Remainder of Page Left Intentionally Blank]

 

3

IN WITNESS WHEREOF, Ovintiv Inc. has executed this Third Amendment as of the Effective Date.

 

OVINTIV INC.
/s/ Rachel M. Moore
Name: Rachel M. Moore
Title: Executive Vice-President, Corporate Services

[Signature Page to Third Amendment to Omnibus Incentive Plan of Ovintiv Inc.]

 

4

Exhibit 10.2

[FORM] RSU GRANT AGREEMENT

 

Participant Name:    ###PARTICIPANT_NAME###
Grant Date:    ###GRANT_DATE###
Number of RSUs:    ###TOTAL_AWARDS###
Currency of RSUs:    ###CF_GRANT_Currency###
Applicable Exchange:    ###CF_GRANT_Exchange###
Vesting Dates:    ###VEST_SCHEDULE_TABLE###

This [FORM] RSU GRANT AGREEMENT (this “Agreement”), is by and between you (“Participant”), and Ovintiv Inc. (the “Corporation”) or its Affiliate.

WHEREAS the Corporation has established the Omnibus Incentive Plan of Ovintiv Inc., as amended, (the “Plan”) and all capitalized terms used and not otherwise defined in this Agreement shall have the meanings given to such terms in the Plan; and

WHEREAS Participant is an employee of the Corporation or its Affiliate and the Committee has authorized the granting to Participant of certain restricted share units (the “RSUs”) in such number as set out above pursuant to, and in accordance with, the provisions of the Plan and this Agreement.

NOW THEREFORE, for good and valuable consideration including, among other things, the employment services rendered by Participant to the Corporation or its Affiliates, the receipt and sufficiency of which is hereby acknowledged by the parties, and in consideration of the mutual covenants and agreements set forth herein, the parties hereby covenant and agree:

 

1.

Certain Defined Terms. For the purposes of this Agreement, the following capitalized terms will have the meanings given below:

 

  (a)

“Cause” means (A) on or after a Change in Control, “CIC Cause” as defined in the Plan, or (B) prior to a Change in Control, (1) “cause” as defined in any Individual Agreement to which the Participant is a party as of the Date Employment Ceases, or (2) if there is no such Individual Agreement or it does not define cause, cause as determined by the Corporation or the Affiliate, as applicable, in its sole discretion, which shall include, among other factors, provisions (i) and (ii) of a “CIC Cause” as defined in the Plan;

 

  (b)

“Early Retirement” means Participant’s Termination of Service on or after Participant’s attainment of the age of 55 years and prior to Participant’s attainment of the age of 60 years that is (i) initiated by the Corporation or an Affiliate, as applicable, for any reason other than Cause, or (ii) due to Participant’s resignation;

 

  (c)

“Grant Date” means the date set forth on the cover page of this Agreement; and

 

  (d)

“Normal Retirement” means Participant’s Termination of Service on or after Participant’s attainment of the age of 60 years that is (i) initiated by the Corporation or an Affiliate, as applicable, for any reason other than Cause, or (ii) due to Participant’s resignation.

 

1

2.

Grant of RSUs. Effective as of the Grant Date, the Corporation hereby grants the RSUs to Participant, in accordance with, and subject to the terms and conditions of, the Plan and this Agreement. Each RSU represents the right to receive, subject to the terms and conditions of the Plan and this Agreement, either (a) one Share or (b) a cash payment equal to the volume-weighted average (rounded to two decimal places) trading price per Share on the Applicable Exchange during the five Trading Days immediately preceding the date of settlement, or equal to the Fair Market Value of the Shares, as determined by the Committee in its sole discretion (in each case, the “Vested RSU Payment”).

 

3.

Dividend Equivalent RSUs. When cash dividends are paid by the Corporation on outstanding Shares, the Corporation shall credit additional dividend equivalent RSUs (“DEUs”) with respect to the RSUs in accordance with this Section 3. The number of such DEUs (including fractional DEUs) to be credited in respect of each dividend record date will be calculated by dividing the aggregate amount of the cash dividend that would have been paid to the Participant if the RSUs and DEUs outstanding at such dividend record date had been Shares by the closing price per Share on the Applicable Exchange on the Trading Day immediately preceding the dividend payment date for such cash dividends. Each whole DEU represents the right to receive, subject to the terms and conditions of the Plan and this Agreement, the Vested RSU Payment. DEUs shall be subject to the same terms and conditions as the RSUs and shall vest and be settled at the same time and in the same form as the RSUs to which such DEUs relate. Fractional DEUs shall be rounded up to the nearest whole number as of the date of settlement.

 

4.

Vesting. The RSUs shall vest on the vesting date or dates specified above (each such date, a “Vesting Date”) subject to Participant’s continued employment with the Corporation or its Affiliate through the applicable Vesting Date, except as otherwise provided in Sections 5, 6, 7 and 8 below.

 

5.

Effect of Change in Control. In accordance with Section 10.1(a) of the Plan, in the event of a Change in Control, the RSUs shall vest immediately prior to the time of such Change in Control, except to the extent that the RSUs are replaced with a Replacement Award. If the RSUs are replaced with a Replacement Award, then from and after the Change in Control, references herein to “RSUs” shall be deemed to refer to the Replacement Award.

 

6.

Effect of Termination of Service. Upon Participant’s Termination of Service prior to the applicable Vesting Date for any reason other than due to Participant’s death, Early Retirement, Normal Retirement, or termination without CIC Cause or with Good Reason within the Specified Period following a Change in Control (each of which has the treatment specified below), all RSUs will be forfeited immediately.

 

  (a)

Death Prior to Age 60. Upon Participant’s death prior to the date that the Participant attains the age of 60 years, a pro-rata portion of the unvested RSUs shall immediately vest on the date of Participant’s death in proportion to the number of calendar months (rounded up to the nearest whole number of months) from the Grant Date to the Termination of Service relative to the total number of months from the Grant Date through the latest Vesting Date set forth above. All RSUs that do not vest pursuant to the preceding sentence shall be forfeited immediately upon such Termination of Service.

 

  (b)

Early Retirement. Upon Participant’s Termination of Service due to Early Retirement, a pro-rata portion of the unvested RSUs shall remain outstanding and shall vest on the applicable Vesting Date in proportion to the number of calendar months (rounded up to the nearest whole number of months) from the Grant Date to the Termination of Service relative to the total number of months from the Grant Date through the applicable Vesting Date. All RSUs that do not vest pursuant to the preceding sentence shall be forfeited immediately upon such Termination of Service.

 

2

  (c)

Death on or After Age 60. Upon Participant’s death on or after the date that the Participant attains the age of 60 years, all unvested RSUs shall immediately vest in full on the date of Participant’s death.

 

  (d)

Normal Retirement. Upon Participant’s Termination of Service due to Normal Retirement, all unvested RSUs shall remain outstanding and shall vest on the applicable Vesting Date.

 

  (e)

Termination Without CIC Cause or With Good Reason Within the Specified Period. If a Change in Control occurs and the RSUs are replaced with a Replacement Award, then upon Participant’s Termination of Service that is (i) initiated by the Corporation or an Affiliate, as applicable, without CIC Cause, or (ii) due to Participant’s resignation for Good Reason, in each case, within the Specified Period following a Change in Control, any unvested portion of the Replacement Award shall immediately vest in full on the date of such Termination of Service.

 

7.

Effect of Absence.

 

  (a)

Period of Absence. Unless otherwise determined by the Committee, if the applicable Vesting Date occurs during Participant’s Period of Absence, then the relevant RSUs shall vest on such Vesting Date as if Participant were an active employee on such date; provided that, all unvested RSUs will be forfeited upon the date that is two and one-half months following the end of the year in which the Participant is deemed to have a Separation from Service for purposes of Section 409A if the Participant has not returned to active employment with the Corporation or an Affiliate by such date.

 

  (b)

Unpaid Leave of Absence. Unless otherwise determined by the Committee, if the applicable Vesting Date occurs during Participant’s Unpaid Leave of Absence, then the relevant RSUs shall not vest on such Vesting Date. If, immediately following such Unpaid Leave of Absence in which the applicable Vesting Date occurs, Participant returns to active employment with the Corporation or an Affiliate, then the relevant RSUs shall vest upon the date of Participant’s return to active employment. If Participant does not return to active employment immediately following such Unpaid Leave of Absence in which the applicable Vesting Date occurs, then the relevant RSUs shall be forfeited upon the last day of such Unpaid Leave of Absence. Notwithstanding the foregoing, if the Participant has not returned to active employment with the Corporation or an Affiliate by the last day of the calendar year in which the first Vesting Date during the Unpaid Leave of Absence occurs, then all unvested RSUs shall be forfeited on such last day of such calendar year.

 

8.

Effect of Forfeiture/Failure to Vest. Any RSUs (including DEUs) that do not vest in accordance with the terms of this Agreement or are otherwise forfeited shall immediately be cancelled and all of Participant’s rights and interests in respect of such RSUs shall thereupon terminate, in all cases, for no consideration. For greater certainty, no amount shall be payable to any Person as damages, compensation or otherwise in respect of the loss of rights and interests in any RSUs (including DEUs) hereunder, whether in connection with a Participant’s Termination of Service or otherwise.

 

3

9.

Settlement of RSUs. Once the RSUs have become vested in accordance with the terms of this Agreement, they will be settled, subject to Section 17(c)(iii), as soon as administratively practicable, and in all events within 60 days, following the earliest to occur of (i) the applicable Vesting Date, (ii) any Separation from Service that occurs within the Specified Period following a Change in Control, and (iii) the Participant’s death; provided that, if the RSUs constitute a Section 409A Amount, then clause (ii) will not apply if the Change in Control does not constitute a 409A Change of Control. Notwithstanding the foregoing, if the RSUs become CIC Vested Awards pursuant to Section 10.1(a) of the Plan, they will be settled in accordance with Section 10.1(a) of the Plan.

 

10.

Compliance with Law; Tax Withholding. The Corporation’s grant of the RSUs or payment of Shares or cash pursuant to the RSUs is subject to compliance with Applicable Law. As a condition of participating in the Plan, Participant hereby agrees to comply with all such Applicable Law and agrees to furnish to the Corporation all information and undertakings as may be required to permit compliance with such Applicable Law. Without limiting the generality of the foregoing, Participant hereby acknowledges and agrees that any payment or settlement to Participant in respect of the RSUs shall be subject to such taxes and other withholdings or deductions as may be required by Applicable Law. The provisions of Section 14.4 (Required Taxes) of the Plan shall apply to the RSUs; provided that, if the Participant is an individual covered under Section 16 of the Exchange Act at the time that a taxable event with respect to RSUs occurs, then the Corporation’s withholding obligations with respect to such taxable event will be satisfied by the Corporation or its Affiliate withholding from the Shares deliverable pursuant to the RSUs a number of Shares having a value equal to the volume-weighted average (rounded to two decimal places) trading price per Share on the Applicable Exchange during the five Trading Days immediately preceding the date of withholding equal to the amount required to be withheld for tax purposes (calculated using the minimum statutory withholding rate, except as otherwise approved by the Committee).

 

11.

No Right to Continued Employment. Neither the Plan nor any action taken thereunder shall interfere with the right of the Corporation or any Affiliate which employs Participant to terminate Participant’s employment at any time.

 

12.

Incentive Compensation Clawback Policy. Participant acknowledges and agrees that the RSUs (and the grant thereof) and any payment in respect thereof are expressly subject to the terms and conditions of the Corporation’s “Amended and Restated Incentive Compensation Clawback Policy”, as same may be amended by the Corporation from time to time. For purposes of the foregoing, Participant expressly and explicitly authorizes (a) the Corporation and any Affiliate to issue instructions, on Participant’s behalf, to any brokerage firm and/or third party administrator engaged by the Corporation or such Affiliate to hold shares of the Corporation’s common stock granted to Participant and other amounts acquired by Participant under the Plan or any other incentive compensation plan, program or arrangement of the Corporation to re-convey, transfer or otherwise return such shares and/or other amounts to the Corporation or the applicable Affiliate and (b) the Corporation’s or Affiliate’s recovery of any covered compensation through any method of recovery that the Corporation deems appropriate, including without limitation by reducing any amount that is or may become payable to Participant. Participant further agrees to comply with any request or demand for repayment by the Corporation or any Affiliate in order to comply with such policy.

 

13.

No Rights as a Shareholder. Participant shall have no rights whatsoever as a shareholder in respect of any Shares (including any rights to receive dividends or other distributions from or on the Shares) other than in respect of Shares (if any) distributed to Participant in satisfaction of Participant’s vested RSUs in accordance with and in the manner provided for in this Agreement.

 

14.

Amendment. Subject to Section 12.3 of the Plan, this Agreement may be unilaterally amended by the Committee.

 

4

15.

Successors and Assigns. This Agreement shall enure to the benefit of and be binding upon the Corporation and its respective successors and assigns and upon Participant and all other persons claiming or deriving rights through Participant.

 

16.

Choice of Law. This Agreement and the rights of all parties hereunder and the construction of each and every provision hereof shall be governed by and construed in accordance with the laws of the State of Delaware, without reference to the principles of conflicts of law.

 

17.

Section 409A.

 

  (a)

The RSUs and this Agreement are intended to comply with the requirements of Section 409A of the Code or an exemption or exclusion therefrom and, to the extent that the RSUs constitute a Section 409A Amount, it is intended that the RSUs and this Agreement be administered in all respects in accordance with Section 409A of the Code. However, Participant is solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed upon Participant or for Participant’s account in connection with the Plan, the RSUs and/or this Agreement (including any taxes and penalties under Section 409A), and neither the Corporation nor any Affiliate shall have any obligation to indemnify or otherwise hold Participant (or any beneficiary) harmless from any or all of such taxes or penalties.

 

  (b)

Each payment under any of the RSUs shall be treated as a separate payment for purposes of Section 409A of the Code.

 

  (c)

If the RSUs constitute a Section 409A Amount, the following provisions shall apply:

 

  (i)

In no event may Participant, directly or indirectly, designate the calendar year of any payment to be made under the RSUs.

 

  (ii)

Participant will not be considered to have experienced a Termination of Service unless Participant has experienced a Separation from Service.

 

  (iii)

Notwithstanding any other provision of the Plan or this Agreement to the contrary, if Participant is a “specified employee” within the meaning of Section 409A of the Code (as determined in accordance with the methodology established by the Corporation), to the extent required to avoid the imposition of excise tax or penalties under Section 409A of the Code, Shares subject to the RSUs that would otherwise be payable by reason of Participant’s Separation from Service during the six-month period immediately following such Separation from Service shall instead be paid or provided on the first business day following the date that is six months following the U.S. Participant’s Separation from Service. If Participant dies following the Separation from Service and prior to the payment of any Shares delayed on account of Section 409A of the Code, such Shares shall be paid or provided to the personal representative of Participant’s estate within 30 days following the date of Participant’s death.

 

18.

Personal Information. Participant agrees to the collection, use and disclosure of personal information about Participant (including, without limitation, personal employee information about Participant) (collectively, “Personal Information”) by the Corporation or its Affiliates for purposes of administering and managing the grant of RSUs to Participant hereunder, operation of the Plan and this Agreement and, as applicable, compliance with Applicable Law (the “Purposes”).

 

5

Without limiting the generality of the foregoing, Participant agrees to the collection, use and disclosure of the Personal Information by the Corporation and its Affiliates from and to such third party service provider(s) as may be retained by the Corporation from time to time to assist with the Purposes (“Service Provider”), as may be reasonably required to fulfil the Purposes, whether verbally (including by telephone), in writing or electronically over the Internet including, without limitation, by e-mail. Participant agrees that any acceptance or consent indicated by Participant in electronic form to any documents provided to Participant by the Corporation or the Service Provider including, without limitation, the Plan and this Agreement shall be the equivalent of original written paper documents and Participant’s written acceptance or consent thereto.

Participant further agrees to provide the Corporation and, where necessary, the Service Provider, with all information, including Personal Information, as may be reasonably required to fulfil the Purposes. Participant acknowledges and agrees that the Corporation, an Affiliate and/or the Service Provider (as applicable) may, from time to time, and in accordance with Applicable Laws, disclose Personal Information including, without limitation, in response to regulatory filings or other lawful requests by a government authority or regulatory body, or for purpose of complying with a subpoena, warrant or other order by a court or other party having jurisdiction over the Corporation, an Affiliate or the Service Provider (as applicable) to compel production of same. Participant acknowledges and agrees that the Corporation, an Affiliate or the Service Provider may, as part of their business practices, collect, use and disclose the Personal Information outside of the United States or Canada (as applicable) in respect of the Purposes. Should Participant have any questions regarding the Corporation’s collection, use and disclosure of Participant’s Personal Information, Participant should contact Ovintiv’s Privacy Officer at privacy@ovintiv.com.

 

19.

Participant understands that by indicating Participant’s acceptance of, agreement with, and/or consent to the terms of this Agreement (whether electronically or otherwise), Participant confirms Participant has received and reviewed the Plan and this Agreement, which contain legal terms, and that Participant agrees to be bound by the terms of the Plan and this Agreement.

IN WITNESS WHEREOF this Agreement has been executed effective as of the Grant Date.

 

OVINTIV INC.

 

Rachel Moore

Executive Vice-President, Corporate Services

 

6

Exhibit 10.3

[FORM] PSU GRANT AGREEMENT

 

Participant Name:    ###PARTICIPANT_NAME###
Grant Date:    ###GRANT_DATE###
Performance Period:    January 1, 2025 to December 31, 2027
Number of PSUs    ###TOTAL_AWARDS###
Currency of PSUs:    ###CF_GRANT_Currency###
Applicable Exchange:    ###CF_GRANT_Exchange###
Vesting Date:    See Schedule “A”

This [FORM] PSU GRANT AGREEMENT, including Schedule “A” hereto (collectively, this “Agreement”), is dated effective as of ###GRANT_DATE### (the “Grant Date”), by and between you (“Participant”), and Ovintiv Inc. (the “Corporation”) or its Affiliate (“Participant”).

WHEREAS the Corporation has established the Omnibus Incentive Plan of Ovintiv Inc., as amended, (the “Plan”) and all capitalized terms used and not otherwise defined in this Agreement shall have the meanings given to such terms in the Plan; and

WHEREAS Participant is an employee of the Corporation or its Affiliate and the Committee has authorized the granting to Participant of certain performance share units (the “PSUs”) in such number and in respect of such Performance Period as set out above pursuant to, and in accordance with, the provisions of the Plan and this Agreement.

NOW THEREFORE, for good and valuable consideration including, among other things, the employment services rendered by Participant to the Corporation or its Affiliates, the receipt and sufficiency of which is hereby acknowledged by the parties, and in consideration of the mutual covenants and agreements set forth herein, the parties hereby covenant and agree:

 

1.

Certain Defined Terms. For the purposes of this Agreement, the following capitalized terms will have the meanings given below:

 

  (a)

“Achieved Performance Criteria” means, subject to the provisions of Schedule “A”, the Performance Criteria which have been satisfied, as, when and to the extent determined by the Committee in respect of the Performance Period;

 

  (b)

“Cause” means (A) on or after a Change in Control, “CIC Cause” as defined in the Plan, or (B) prior to a Change in Control, (1) “cause” as defined in any Individual Agreement to which the Participant is a party as of the Date Employment Ceases, or (2) if there is no such Individual Agreement or it does not define cause, cause as determined by the Corporation or its Affiliate, as applicable, in its sole discretion, which shall include, among other factors, provisions (i) and (ii) of a “CIC Cause” as defined in the Plan;

 

  (c)

“Early Retirement” means Participant’s Termination of Service on or after Participant’s attainment of the age of 55 years and prior to Participant’s attainment of the age of 60 years that is (i) initiated by the Corporation or an Affiliate, as applicable, for any reason other than Cause, or (ii) due to Participant’s resignation;

 

- 1 -

  (d)

“Eligible PSUs” means those PSUs that are determined by the Committee as being eligible to vest on the Vesting Date based on the Achieved Performance Criteria;

 

  (e)

“Grant Date” means the date set forth on the cover page of this Agreement; and

 

  (f)

“Normal Retirement” means Participant’s Termination of Service on or after Participant’s attainment of the age of 60 years that is (i) initiated by the Corporation or its Affiliate, as applicable, for any reason other than Cause, or (ii) due to Participant’s resignation.

 

2.

Grant of PSUs. Effective as of the Grant Date, the Corporation hereby grants to the Participant, in accordance with and subject to the terms and conditions of the Plan and this Agreement, PSUs in such number and in respect of such Performance Period as set out above and subject to the achievement of such Performance Criteria and such other terms and conditions as set forth in the Plan and this Agreement including, without limitation, Schedule “A” hereof.

 

3.

Dividend Equivalent PSUs. When cash dividends are paid by the Corporation on the Shares between the Grant Date and the Committee Meeting Date, the Corporation shall credit to Participant’s account additional dividend equivalent PSUs (“DEUs”) with respect to the PSUs in accordance with this Section 3. The number of DEUs (including fractional DEUs) to be credited in respect of each dividend record date will be calculated by dividing the aggregate amount of the cash dividend that would have been paid to the Participant if the PSUs and DEUs outstanding at such dividend record date had been Shares held by the Participant on such dividend record date, by the closing price per Share on the Applicable Exchange on the Trading Day immediately preceding the dividend payment date for such cash dividend. DEUs shall be subject to the same terms and conditions as the PSUs and shall vest and be settled at the same time and in the same manner as the PSUs to which they relate. Fractional DEUs shall be rounded up to the nearest whole number as of the date of settlement.

 

4.

Eligible PSUs. On the Committee Meeting Date immediately following the Performance Period, the Committee shall (i) determine whether and, where applicable, the degree to which the Performance Criteria for the Performance Period have been satisfied and constitute Achieved Performance Criteria and (ii) based on the Achieved Performance Criteria, determine the number of Eligible PSUs.

 

5.

Eligible PSU Payment. Each Eligible PSU represents the right to receive, subject to the terms and conditions of the Plan and this Agreement, either (a) one Share or (b) a cash payment equal to the volume-weighted average (rounded to two decimal places) trading price per Share on the Applicable Exchange during the five Trading Days immediately preceding the date of settlement, or equal to the Fair Market Value of the Shares, as determined by the Committee in its sole discretion (in each case, the “Eligible PSU Payment”). Notwithstanding any other provision of the Plan or this Agreement to the contrary, the Committee may, in its discretion, determine whether to adjust the Eligible PSU Payment, and where such an adjustment is to be made, the adjustment mechanism in respect thereof.

 

6.

Vesting of Eligible PSUs. The Participant’s Eligible PSUs shall vest and become payable in accordance with Section 12 on the date specified in Schedule “A” (the “Vesting Date”) subject to Participant’s continued employment with the Corporation or its Affiliate through the Vesting Date and except as otherwise provided in Sections 7, 8, 9 and 10 below.

 

7.

Effect of Change in Control. In accordance with Section 10.1(a) of the Plan, in the event of a Change in Control, the PSUs shall vest immediately prior to the time of such Change in Control, except to the extent that the PSUs are replaced with a Replacement Award. If the PSUs are replaced with a Replacement Award, then from and after the Change in Control, references herein to “PSUs” shall be deemed to refer to the Replacement Award.

 

- 2 -

8.

Effect of Termination of Service. Upon Participant’s Termination of Service prior to the Vesting Date for any reason other than due to Participant’s death, Early Retirement, Normal Retirement, or termination without CIC Cause or with Good Reason within the Specified Period following a Change in Control (each of which has the treatment specified below), all PSUs will be forfeited immediately.

 

  (a)

Death Prior to Age 60. Upon Participant’s death prior to the date that Participant attains the age of 60 years, a pro-rata portion of the PSUs shall immediately vest on the date of Participant’s death assuming a 100% Performance Payout Factor in proportion to the number of calendar months (rounded up to the nearest whole number of months) from the first day of the Performance Period to the Termination of Service relative to the total number of months in the Performance Period. All PSUs that do not vest pursuant to the preceding sentence shall be forfeited immediately upon such Termination of Service.

 

  (b)

Early Retirement. Upon Participant’s Termination of Service due to Early Retirement, a pro-rata portion of the PSUs shall remain outstanding and eligible to vest on the Vesting Date to the extent that such PSUs become Eligible PSUs based on the based on the Achieved Performance Criteria following the end of the Performance Period in proportion to the number of calendar months (rounded up to the nearest whole number of months) from the first day of the Performance Period to the Termination of Service relative to the total number of months in the Performance Period. All PSUs that do not vest pursuant to the preceding sentence shall be forfeited immediately upon such Termination of Service.

 

  (c)

Death on or After Age 60. Upon Participant’s death on or after the date that the Participant attains the age of 60 years, all PSUs shall immediately vest on the date of Participant’s death assuming a 100% Performance Payout Factor.

 

  (d)

Normal Retirement. Upon Participant’s Termination of Service due to Normal Retirement, all PSUs shall remain outstanding and eligible to vest on the Vesting Date to the extent that such PSUs become Eligible PSUs based on the based on the Achieved Performance Criteria following the end of the Performance Period.

 

  (e)

Termination Without CIC Cause or With Good Reason Within the Specified Period. If a Change in Control occurs and the PSUs are replaced with a Replacement Award, then upon Participant’s Termination of Service that is (i) initiated by the Corporation or an Affiliate, as applicable, without CIC Cause, or (ii) due to Participant’s resignation for Good Reason, in each case, within the Specified Period following a Change in Control, any unvested portion of the Replacement Award shall immediately vest in full on the date of such Termination of Service.

 

9.

Effect of Absence.

 

  (a)

Period of Absence. Unless otherwise determined by the Committee, in the event of Participant’s Period of Absence, PSUs credited to Participant’s account immediately prior to such Period of Absence (including any related DEUs) shall continue to be or become, as applicable, Eligible PSUs in accordance with the provisions of this Agreement and such Eligible PSUs shall vest on the Vesting Date as if the Participant were an active employee on such date; provided that, all unvested PSUs will be forfeited upon the date that is two and one-half months following the end of the year in which Participant is deemed to have a Separation from Service for purposes of Section 409A if Participant has not returned to active employment with the Corporation or an Affiliate by such date.

 

- 3 -

  (b)

Unpaid Leave of Absence. Unless otherwise determined by the Committee, the PSUs shall not vest or become Eligible PSUs during Participant’s Unpaid Leave of Absence. If, immediately following an Unpaid Leave of Absence in which the Vesting Date occurs, Participant returns to active employment with the Corporation or an Affiliate, then the PSUs credited to Participant’s account shall become Eligible PSUs and such Eligible PSUs shall vest and be paid as if Participant were an active employee during such Unpaid Leave of Absence. If Participant does not return to active employment immediately following such Unpaid Leave of Absence in which the Vesting Date occurs, then all unvested PSUs, regardless of whether such PSUs are or are not Eligible PSUs, shall be forfeited and cancelled upon the last day of such Unpaid Leave of Absence. Notwithstanding the foregoing, if Participant has not returned to active employment with the Corporation or an Affiliate by the last day of the calendar year in which the Vesting Date occurs, then all unvested PSUs shall be forfeited on such last day of such calendar year.

 

10.

Effect of Forfeiture/Failure to Vest. Any PSUs (including DEUs) that do not become Eligible PSUs in accordance with Section 4 or do not vest in accordance with the terms of this Agreement or that are otherwise forfeited shall immediately be cancelled and all of Participant’s rights and interests in respect of such PSUs shall thereupon terminate, in all cases, for no consideration. For greater certainty, no amount shall be payable to any Person as damages, compensation or otherwise in respect of the loss of rights and interests in any PSUs (including DEUs) hereunder, whether in connection with a Participant’s Termination of Service or otherwise.

 

11.

Settlement of PSUs. Once the Participant’s Eligible PSUs have become vested in accordance with the terms of this Agreement, they will be settled as soon as administratively practicable, and in all events within 60 days, following the earliest to occur of (i) the Vesting Date, and (ii) any Separation from Service that occurs within the Specified Period following a Change in Control, (iii) the Participant’s death, provided that, if the PSUs granted hereunder constitute a Section 409A Amount, then the clause (ii) will not apply if the Change in Control does not constitute a 409A Change of Control. Notwithstanding the foregoing, if the PSUs become CIC Vested Awards pursuant to Section 10.1(a) of the Plan, they will be settled in accordance with Section 10.1(a) of the Plan.

 

12.

Compliance with Law; Tax Withholding. The Corporation’s grant of the PSUs or payment of Shares or cash pursuant to the PSUs is subject to compliance with Applicable Law. As a condition of participating in the Plan, Participant hereby agrees to comply with all such Applicable Law and agrees to furnish to the Corporation all information and undertakings as may be required to permit compliance with such Applicable Law. Without limiting the generality of the foregoing, Participant hereby acknowledges and agrees that any payment or settlement to Participant in respect of the PSUs shall be subject to such taxes and other withholdings or deductions as may be required by Applicable Law. The provisions of Section 14.4 (Required Taxes) of the Plan shall apply to the PSUs; provided that, if the Participant is an individual covered under Section 16 of the Exchange Act at the time that a taxable event with respect to the PSUs occurs, then the Corporation’s withholding obligations with respect to such taxable event will be satisfied by the Corporation or its Affiliate withholding from the Shares deliverable pursuant to the PSUs a number of Shares having a value equal to the volume-weighted average (rounded to two decimal places) trading price per Share on the Applicable Exchange during the five Trading Days immediately preceding the date of withholding equal to the amount required to be withheld for tax purposes (calculated using the minimum statutory withholding rate, except as otherwise approved by the Committee).

 

- 4 -

13.

No Right to Continued Employment. Neither the Plan nor any action taken thereunder shall interfere with any right of the Corporation or any Affiliate which employs Participant to terminate Participant’s employment at any time.

 

14.

Incentive Compensation Clawback Policy. Participant acknowledges and agrees that the PSUs (and the grant thereof) and any payment in respect thereof are expressly subject to the terms and conditions of the Corporation’s “Amended and Restated Incentive Compensation Clawback Policy”, as same may be amended by the Corporation from time to time. For purposes of the foregoing, Participant expressly and explicitly authorizes (a) the Corporation and any Affiliate to issue instructions, on Participant’s behalf, to any brokerage firm and/or third party administrator engaged by the Corporation or such Affiliate to hold shares of the Corporation’s common stock granted to Participant and other amounts acquired by Participant under the Plan or any other incentive compensation plan, program or arrangement of the Corporation to re-convey, transfer or otherwise return such shares and/or other amounts to the Corporation or the applicable Affiliate and (b) the Corporation’s or Affiliate’s recovery of any covered compensation through any method of recovery that the Corporation deems appropriate, including without limitation by reducing any amount that is or may become payable to Participant. Participant further agrees to comply with any request or demand for repayment by the Corporation or any Affiliate in order to comply with such policy.

 

15.

No Rights as a Shareholder. Participant shall have no rights whatsoever as a shareholder in respect of any Shares (including any rights to receive dividends or other distributions from or on the Shares) other than in respect of Shares (if any) distributed to Participant in satisfaction of Participant’s vested PSUs in accordance with and in the manner provided for in this Agreement.

 

16.

Amendment. Subject to Section 12.3 of the Plan, this Agreement may be unilaterally amended by the Committee.

 

17.

Successors and Assigns. This Agreement shall enure to the benefit of and be binding upon the Corporation and its respective successors and assigns and upon Participant and all other persons claiming or deriving rights through Participant.

 

18.

Choice of Law. This Agreement and the rights of all parties hereunder and the construction of each and every provision hereof shall be governed by and construed in accordance with the laws of the State of Delaware, without reference to the principles of conflicts of law.

 

19.

Section 409A.

 

  (a)

The PSUs and this Agreement are intended to comply with the requirements of Section 409A of the Code or an exemption or exclusion therefrom and, to the extent that the PSUs constitute a Section 409A Amount, it is intended that the PSUs and this Agreement be administered in all respects in accordance with Section 409A of the Code. However, Participant is solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed upon Participant or for Participant’s account in connection with the Plan, the PSUs and/or this Agreement (including any taxes and penalties under Section 409A), and neither the Corporation nor any Affiliate shall have any obligation to indemnify or otherwise hold Participant (or any beneficiary) harmless from any or all of such taxes or penalties.

 

- 5 -

  (b)

Each payment under any of the PSUs shall be treated as a separate payment for purposes of Section 409A of the Code.

 

  (c)

If the PSUs constitute a Section 409A Amount, the following provisions shall apply:

 

  (i)

In no event may Participant, directly or indirectly, designate the calendar year of any payment to be made under the PSUs.

 

  (ii)

Participant will not be considered to have experienced a Termination of Service unless Participant has experienced a Separation from Service.

 

  (iii)

Notwithstanding any other provision of the Plan or this Agreement to the contrary, if Participant is a “specified employee” within the meaning of Section 409A of the Code (as determined in accordance with the methodology established by the Corporation), to the extent required to avoid the imposition of excise tax or penalties under Section 409A of the Code, Shares subject to the PSUs that would otherwise be payable by reason of Participant’s Separation from Service during the six-month period immediately following such Separation from Service shall instead be paid or provided on the first business day following the date that is six months following the U.S. Participant’s Separation from Service. If Participant dies following the Separation from Service and prior to the payment of any Shares delayed on account of Section 409A of the Code, such Shares shall be paid or provided to the personal representative of Participant’s estate within 30 days following the date of Participant’s death.

 

20.

Personal Information. Participant agrees to the collection, use and disclosure of personal information about Participant (including, without limitation, personal employee information about Participant) (collectively, “Personal Information”) by the Corporation or its Affiliates for purposes of administering and managing the grant of the PSUs to Participant hereunder, operation of the Plan and this Agreement and, as applicable, compliance with Applicable Law (the “Purposes”).

Without limiting the generality of the foregoing, Participant agrees to the collection, use and disclosure of the Personal Information by the Corporation and its Affiliates from and to such third party service provider(s) as may be retained by the Corporation from time to time to assist with the Purposes (“Service Provider”), as may be reasonably required to fulfil the Purposes, whether verbally (including by telephone), in writing or electronically over the Internet including, without limitation, by e-mail. Participant agrees that any acceptance or consent indicated by Participant in electronic form to any documents provided to Participant by the Corporation or the Service Provider including, without limitation, the Plan and this Agreement shall be the equivalent of original written paper documents and Participant’s written acceptance or consent thereto.

Participant further agrees to provide the Corporation and, where necessary, the Service Provider, with all information, including Personal Information, as may be reasonably required to fulfil the Purposes. Participant acknowledges and agrees that the Corporation, an Affiliate and/or the Service Provider (as applicable) may, from time to time, and in accordance with Applicable Laws, disclose Personal Information including, without limitation, in response to regulatory filings or other lawful requests by a government authority or regulatory body, or for purpose of complying with a subpoena, warrant or other order by a court or other party having jurisdiction over the Corporation, an Affiliate or the Service Provider (as applicable) to compel production of same. Participant acknowledges and agrees that the Corporation, an Affiliate or the Service Provider may, as part of their business practices, collect, use and disclose the Personal Information outside of the United States or Canada (as applicable) in respect of the Purposes. Should Participant have any questions regarding the Corporation’s collection, use and disclosure of Participant’s Personal Information, Participant should contact Ovintiv’s Privacy Officer at privacy@ovintiv.com.

 

- 6 -

21.

Participant understands that by indicating Participant’s acceptance of, agreement with and/or consent to the terms of this Agreement (whether electronically or otherwise), Participant confirms Participant has received and reviewed the Plan and this Agreement, which contain legal terms, and that Participant agrees to be bound by the terms of the Plan and this Agreement.

IN WITNESS WHEREOF this Agreement has been executed effective as of the Grant Date.

 

OVINTIV INC.

 

Rachel Moore
Executive Vice-President, Corporate Services

 

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Schedule “A”

 

1.

Vesting Date:

The Vesting Date upon which the Participant’s Eligible PSUs shall vest shall be the later of: (i) the third anniversary of the Grant Date; and (ii) the first Committee Meeting Date immediately following the end of the Performance Period and, in any event, shall be prior to December 31st of the calendar year in which the third anniversary of the Grant Date occurs.

For the purposes of this Agreement, “Committee Meeting Date” means the date of the meeting of the Committee held to review matters related to the PSUs, including the Committee’s determination of whether and, where applicable, the degree to which the Performance Criteria for the Performance Period have been satisfied and constitute Achieved Performance Criteria, which meeting shall occur at least once annually and, in any event, no later than June 1st of the year immediately following the Performance Period.

 

2.

Performance Criteria:

The performance criteria to be used to determine the extent, if any, of vesting of the PSUs granted hereunder shall consist of the following:

 

  (a)

Relative Total Shareholder Return (“RTSR”) (50%); and

 

  (b)

PSU Performance Measures (the “PSU Performance Measures”) (50%), consisting of the following:

 

  (i)

Return on Invested Capital (50%)

(collectively, the “Performance Criteria”).

In respect of RTSR, the Corporation’s performance will be compared to the PSU Performance Peer Group (defined in Section 3 of this Schedule “A”), as measured over the Performance Period.

RTSR shall reflect a relative ranking of the Corporation’s compound annual growth rate in equity market value over the Performance Period (“CAGR”) as compared to the CAGR of each respective member of the PSU Performance Peer Group over the same period, arranged in ascending order. For purposes of determining CAGR for the Corporation and each PSU Performance Peer Group member during the Performance Period (or otherwise), the following calculation shall be performed:

CAGR = 100 x [(B ÷ A)^.3333 -1], where:

A = Commencement Adjusted Share Price: calculated as the average closing price of a share (or in the case of the Corporation, a Share) on the New York Stock Exchange over the thirty (30) calendar days immediately prior to the commencement of the Performance Period (for the Corporation, the Commencement Adjusted Share Price is $[##]); and

B = End Adjusted Share Price: calculated as the average closing price of a share (or in the case of the Corporation, a Share), adjusted for dividends paid during the Performance Period, on the New York Stock Exchange over the thirty (30) calendar days immediately prior to and including the last day of the Performance Period.

In respect of the PSU Performance Measures, the Corporation’s performance shall be assessed by the Committee at the conclusion of the Performance Period.

 

- 8 -

For purposes of RTSR, the Corporation’s CAGR during the Performance Period shall be measured against the CAGR of members of the PSU Performance Peer Group, calculated at the 90th, 75th, 50th and 25th percentiles, as reflected in the table below.

 

Relative TSR Performance Thresholds

Ranking of Corporation’s CAGR Relative to
PSU Performance Peer Group

    Performance Payout Factor
P90 and Above    200%
P75    150%
P50    100%
P25    50%
Below P25    0%

The maximum Performance Payout Factor for the Performance Period is 200%, which may be applied by the Committee to an Achieved Performance Criteria at or above P90 (or the 90th percentile) of the PSU Performance Peer Group.

For Achieved Performance Criteria between the target percentiles set out above, the Performance Payout Factor shall be calculated by linear interpolation.

Unless otherwise determined by the Committee, in its discretion, Achieved Performance Criteria below P25 (or 25th percentile) will result in none of the PSUs granted hereunder becoming Eligible PSUs in respect of the Performance Period.

Notwithstanding the foregoing, if the Corporation’s CAGR over the Performance Period is negative, the Performance Payout Factor for the purposes of the RTSR component shall not exceed 100%.

 

3.

PSU Performance Peer Group:

In respect of RTSR, the Corporation’s achievement of the Performance Criteria shall be measured in relation to a peer group (the “PSU Performance Peer Group”) as may be determined, amended and approved by the Committee from time to time. In respect of the Performance Period, the initial PSU Performance Peer Group shall be as follows:

 

Antero Resources Corporation    APA Corporation
ARC Resources Ltd.    Chord Energy Corp
Canadian Natural Resources Limited    Civitas Resources Inc.
Coterra Energy inc.    Devon Energy Corporation
Diamondback Energy, Inc.    EOG Resources Inc.
EQT Corporation    Expand Energy Corporation
Hess Corporation    Matador Resources
Murphy Oil Corporation    Occidental Petroleum Corporation
Permian Resources Corporation    Range Resources Corporation
S&P 400 Index    SPDR S&P Oil & Gas Exploration & Production ETF (XOP)

The Committee may in its discretion amend or modify the PSU Performance Peer Group during the Performance Period (including by removing a member or adding a new member) including, without limitation, in the event that any member ceases, in the sole discretion of the Committee to constitute a suitable member of the PSU Performance Peer Group.

 

- 9 -

4.

Achieved Performance Criteria:

Unless otherwise determined by the Committee, the Performance Criteria shall be calculated by the Corporation prior to the Vesting Date, following the end of the Performance Period.

On the Committee Meeting Date immediately following the Performance Period, the Committee shall determinate whether and, where applicable, the degree to which the Performance Criteria for the Performance Period have been satisfied and constitute Achieved Performance Criteria.

In respect of RTSR, such assessment shall be relative to the corresponding performance of the PSU Performance Peer Group during the same period. In respect of the PSU Performance Measures, such assessment shall be relative to criteria as may be determined by the Committee. Based on such evaluation, the Committee shall determine whether and the extent to which PSUs granted hereunder may become Eligible PSUs.

 

- 10 -

Exhibit 10.4

DIRECTOR [FORM] RSU GRANT AGREEMENT

 

Participant Name:    ###PARTICIPANT_NAME###
Grant Date:    ###GRANT_DATE###
Number of RSUs:    ###TOTAL_AWARDS###
Currency of RSUs:    ###CF_GRANT_Currency###
Applicable Exchange:    ###CF_GRANT_Exchange###
Settlement Date:    [### Settlement_Date###]
   ###VEST_SCHEDULE_TABLE###

This DIRECTOR [2025] RSU GRANT AGREEMENT (this “Agreement”) is dated effective as of ###GRANT_DATE### (the “Grant Date”) by and between you (“Participant”) and Ovintiv Inc. (the “Corporation”).

WHEREAS the Corporation has established the Omnibus Incentive Plan of Ovintiv Inc., as amended (the “Plan”) and all capitalized terms used and not otherwise defined in this Agreement shall have the meanings given to such terms in the Plan; and

WHEREAS Participant is a non-employee director of the Corporation and the Committee has authorized the granting to Participant of certain restricted share units (the “RSUs”) in such number as set out above pursuant to, and in accordance with, the provisions of the Plan and this Agreement.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the parties, and in consideration of the mutual covenants and agreements set forth herein, the parties hereby covenant and agree:

 

1.

Grant of RSUs. Effective as of the Grant Date, the Corporation hereby grants the RSUs to Participant, in accordance with and subject to the terms and conditions of the Plan and this Agreement. Each RSU represents the right to receive, subject to the terms and conditions of the Plan and this Agreement, either (a) one Share or (b) a cash payment equal to the volume-weighted average (rounded to two decimal places) trading price per Share on the Applicable Exchange during the five Trading Days immediately preceding the date of settlement, or equal to the Fair Market Value of the Shares, as determined by the Committee in its sole discretion (in each case, the “Settlement RSU Payment”).

 

2.

Dividend Equivalent RSUs. When cash dividends are paid by the Corporation on outstanding Shares, the Corporation shall credit additional dividend equivalent RSUs (“DEUs”) with respect to the RSUs in accordance with this Section 2. The number of such DEUs (including fractional DEUs) to be credited in respect of each dividend record date will be calculated by dividing the aggregate amount of the cash dividend that would have been paid to Participant if the RSUs and DEUs outstanding at such dividend record date had been Shares by the closing price per Share on the Applicable Exchange on the Trading Day immediately preceding the dividend payment date for such cash dividends. Each whole DEU represents the right to receive, subject to the terms and conditions of the Plan and this Agreement, the Settlement RSU Payment. DEUs shall be subject to the same terms and conditions as the RSUs and shall be settled at the same time and in the same form as the RSUs to which such DEUs relate. Fractional DEUs shall be rounded up to the nearest whole number as of the date of settlement.

 

1

3.

RSU Account. An account shall be maintained by the Corporation for Participant and will be credited with RSUs (including DEUs) received by Participant pursuant to Sections 1 and 2. Such RSUs will be fully vested upon being credited to Participant’s account and the entitlement to future payment for such RSUs shall not thereafter be subject to satisfaction of any requirements as to any minimum period of membership on the Board.

 

4.

Settlement Date. The RSUs shall become payable on the settlement date or dates specified above (each such date, a “Settlement Date”), except as otherwise provided in Section 6 below.

 

5.

Effect of Change in Control. In the event of a Change in Control, all RSUs credited to Participant’s account shall be treated as CIC Vested Awards.

 

6.

Settlement of RSUs. The RSUs will be settled, subject to Section 13(c)(iii), within 60 days following the earliest to occur of (i) the applicable Settlement Date, (ii) a Change in Control, (iii) Participant’s Termination of Service or death; provided that, if the RSUs constitute a Section 409A Amount, then clause (ii) will not apply if the Change in Control does not constitute a 409A Change of Control.

 

7.

Compliance with Law; Tax Withholding. The Corporation’s grant of the RSUs or payment of Shares or cash pursuant to the RSUs is subject to compliance with Applicable Law. As a condition of participating in the Plan, Participant hereby agrees to comply with all such Applicable Law and agrees to furnish to the Corporation all information and undertakings as may be required to permit compliance with such Applicable Law. Without limiting the generality of the foregoing, Participant hereby acknowledges and agrees that any payment or settlement to Participant in respect of the RSUs shall be subject to such taxes and other withholdings or deductions as may be required by Applicable Law. The provisions of Section 14.4 (Required Taxes) of the Plan shall apply to the RSUs; provided that, if the Participant is an individual covered under Section 16 of the Exchange Act at the time that a taxable event with respect to RSUs occurs, then the Corporation’s withholding obligations, if any, with respect to such taxable event will be satisfied by the Corporation withholding from the Shares deliverable pursuant to the RSUs a number of Shares having a value equal to the volume-weighted average (rounded to two decimal places) trading price per Share on the Applicable Exchange during the five Trading Days immediately preceding the date of withholding equal to the amount required to be withheld for tax purposes (calculated using the minimum statutory withholding rate, except as otherwise approved by the Committee).

 

8.

No Right to Continue as a Director. Neither the Plan nor any action taken thereunder shall be deemed to give Participant the right to continue service as a director of the Corporation.

 

9.

No Rights as a Shareholder. Participant shall have no rights whatsoever as a shareholder in respect of any Shares (including any rights to receive dividends or other distributions from or on the Shares) other than in respect of Shares (if any) distributed to Participant upon settlement of Participant’s RSUs in accordance with and in the manner provided for in this Agreement.

 

10.

Amendment. Subject to Section 12.3 of the Plan, this Agreement may be unilaterally amended by the Committee.

 

2

11.

Successors and Assigns. This Agreement shall enure to the benefit of and be binding upon the Corporation and its respective successors and assigns and upon Participant and all other persons claiming or deriving rights through Participant.

 

12.

Choice of Law. This Agreement and the rights of all parties hereunder and the construction of each and every provision hereof shall be governed by and construed in accordance with the laws of the State of Delaware, without reference to the principles of conflicts of law.

 

13.

Section 409A.

 

  (a)

The RSUs and this Agreement are intended to comply with the requirements of Section 409A of the Code or an exemption or exclusion therefrom and, to the extent that the RSUs constitute a Section 409A Amount, it is intended that the RSUs and this Agreement be administered in all respects in accordance with Section 409A of the Code. However, Participant is solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed upon Participant or for Participant’s account in connection with the Plan, the RSUs and/or this Agreement (including any taxes and penalties under Section 409A), and neither the Corporation nor any Affiliate shall have any obligation to indemnify or otherwise hold Participant (or any beneficiary) harmless from any or all of such taxes or penalties.

 

  (b)

Each payment under any of the RSUs shall be treated as a separate payment for purposes of Section 409A of the Code.

 

  (c)

If the RSUs constitute a Section 409A Amount, the following provisions shall apply:

 

  (i)

In no event may Participant, directly or indirectly, designate the calendar year of any payment to be made under the RSUs.

 

  (ii)

Participant will not be considered to have experienced a Termination of Service unless Participant has experienced a Separation from Service.

 

  (iii)

Notwithstanding any other provision of the Plan or this Agreement to the contrary, if Participant is a “specified employee” within the meaning of Section 409A of the Code (as determined in accordance with the methodology established by the Corporation), to the extent required to avoid the imposition of excise tax or penalties under Section 409A of the Code, Shares subject to the RSUs that would otherwise be payable by reason of Participant’s Separation from Service during the six-month period immediately following such Separation from Service shall instead be paid or provided on the first business day following the date that is six months following the U.S. Participant’s Separation from Service. If Participant dies following the Separation from Service and prior to the payment of any Shares delayed on account of Section 409A of the Code, such Shares shall be paid or provided to the personal representative of Participant’s estate within 30 days following the date of Participant’s death.

 

14.

Personal Information. Participant agrees to the collection, use and disclosure of personal information about Participant (including, without limitation, personal employee information about Participant) (collectively, “Personal Information”) by the Corporation or its Affiliates for purposes of administering and managing the grant of RSUs to Participant hereunder, operation of the Plan and this Agreement and, as applicable, compliance with Applicable Law (the “Purposes”).

 

3

Without limiting the generality of the foregoing, Participant agrees to the collection, use and disclosure of the Personal Information by the Corporation and its Affiliates from and to such third party service provider(s) as may be retained by the Corporation from time to time to assist with the Purposes (“Service Provider”), as may be reasonably required to fulfil the Purposes, whether verbally (including by telephone), in writing or electronically over the Internet including, without limitation, by e-mail. Participant agrees that any acceptance or consent indicated by Participant in electronic form to any documents provided to Participant by the Corporation or the Service Provider including, without limitation, the Plan and this Agreement shall be the equivalent of original written paper documents and Participant’s written acceptance or consent thereto.

Participant further agrees to provide the Corporation and, where necessary, the Service Provider, with all information, including Personal Information, as may be reasonably required to fulfil the Purposes. Participant acknowledges and agrees that the Corporation, an Affiliate and/or the Service Provider (as applicable) may, from time to time, and in accordance with Applicable Laws, disclose Personal Information including, without limitation, in response to regulatory filings or other lawful requests by a government authority or regulatory body, or for purpose of complying with a subpoena, warrant or other order by a court or other party having jurisdiction over the Corporation, an Affiliate or the Service Provider (as applicable) to compel production of same. Participant acknowledges and agrees that the Corporation, an Affiliate or the Service Provider may, as part of their business practices, collect, use and disclose the Personal Information outside of the United States or Canada (as applicable) in respect of the Purposes. Should Participant have any questions regarding the Corporation’s collection, use and disclosure of Participant’s Personal Information, Participant should contact Ovintiv’s Privacy Officer at privacy@ovintiv.com.

 

15.

Participant understands that by indicating Participant’s acceptance of, agreement with and/or consent to the terms of this Agreement (whether electronically or otherwise), Participant confirms Participant has received and reviewed the Plan and this Agreement, which contain legal terms, and that Participant agrees to be bound by the terms of the Plan and this Agreement.

IN WITNESS WHEREOF this Agreement has been executed effective as of the Grant Date.

 

OVINTIV INC.

 

Rachel Moore
Executive Vice-President, Corporate Services

 

4

Exhibit 99.1

 

LOGO    news release

Ovintiv Announces Results of Annual Meeting

DENVER, May 5, 2025 – Ovintiv Inc. (NYSE, TSX: OVV; the “Company”) today announced that the following matters, as further described in the Company’s Proxy Statement filed on March 20, 2025 (the “Proxy Statement”), were voted upon at its 2025 Annual Meeting of Shareholders held on May 1, 2025.

Election of Directors

Each director listed in the Proxy Statement was elected as a director of the Company. The results of the vote by ballot were as follows:

 

     Shares For      Percent      Shares Against      Percent      Abstain      Broker Non-vote  

Peter A. Dea

      194,971,146        95.40%        9,397,427        4.59%        167,844        14,704,463  

Sippy Chhina

      203,825,808        99.78%        430,847        0.21%        279,762        14,704,463  

Meg A. Gentle

      201,529,881        98.60%        2,842,045        1.39%        164,491        14,704,463  

Ralph Izzo

      199,668,414        97.73%        4,621,495        2.26%        246,508        14,704,463  

Terri G. King

      203,977,847        99.81%        386,536        0.18%        172,034        14,704,463  

Howard J. Mayson

      202,468,078        99.07%        1,900,432        0.92%        167,907        14,704,463  

Brendan M. McCracken

      203,580,135        99.61%        791,758        0.38%        164,524        14,704,463  

Steven W. Nance

      200,819,477        98.26%        3,550,918        1.73%        166,022        14,704,463  

George L. Pita

      202,507,364        99.09%        1,858,035        0.90%        171,018        14,704,463  

Thomas G. Ricks

      194,538,704        95.19%        9,829,909        4.80%        167,804        14,704,463  

Brian G. Shaw

      200,180,720        97.95%        4,186,345        2.04%        169,352        14,704,463  

Advisory Vote to Approve Compensation of Named Executive Officers

The results of the non-binding advisory vote for the compensation of the Company’s named executive officers were as follows:

 

Shares For

   

Percent

   

Shares Against

   

Percent

   

Abstain

   

Broker Non-vote

191,966,561    93.96%    12,334,085    6.03%    235,771    14,704,463

Third Amendment to the Omnibus Incentive Plan

The results of the vote on the Third Amendment to the Omnibus Incentive Plan were as follows:

 

Shares For

   

Percent

   

Shares Against

   

Percent

   

Abstain

   

Broker Non-vote

198,139,344    96.98%    6,157,898    3.01%    239,175    14,704,463

 

 

Ovintiv Inc.    1

Ratify PricewaterhouseCoopers LLP as Independent Auditors

The results for the ratification of PricewaterhouseCoopers LLP, Chartered Accountants, as the Company’s independent auditors were as follows:

 

Shares For

   

Percent

   

Shares Against

   

Percent

   

Abstain

   

Broker Non-vote

210,840,461    96.24%    8,214,984    3.75%    185,435    0

Further information on Ovintiv Inc. is available on the Company’s website, www.ovintiv.com, or by contacting:

 

Investor contact:

(888) 525-0304

   

Media contact:

(403) 645-2252

SOURCE: Ovintiv Inc.

 

Ovintiv Inc.    2
v3.25.1
Document and Entity Information
May 01, 2025
Cover [Abstract]  
Amendment Flag false
Entity Central Index Key 0001792580
Document Type 8-K
Document Period End Date May 01, 2025
Entity Registrant Name Ovintiv Inc.
Entity Incorporation State Country Code DE
Entity File Number 001-39191
Entity Tax Identification Number 84-4427672
Entity Address, Address Line One Suite 1700
Entity Address, Address Line Two 370 17th Street
Entity Address, City or Town Denver
Entity Address, State or Province CO
Entity Address, Postal Zip Code 80202
City Area Code (303)
Local Phone Number 623-2300
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Security 12b Title Common Stock, par value $0.01 per share
Trading Symbol OVV
Security Exchange Name NYSE
Entity Emerging Growth Company false
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