DEFA14A
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 ¨
| Check |
the appropriate box: |
¨ Preliminary Proxy Statement
¨ Confidential, For Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
¨ Definitive Proxy Statement
| þ Definitive |
Additional Materials |
¨ 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):
| ¨ |
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: |
| ¨ |
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.: |
*** Exercise Your Right to Vote ***
Important Notice Regarding the Availability of Proxy Materials for the
Stockholder Meeting to Be Held on May 2, 2013.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Meeting Information |
|
|
| NEWFIELD EXPLORATION COMPANY |
|
|
|
Meeting Type: |
|
Annual Meeting |
|
|
|
|
|
|
For holders as of: |
|
March 8, 2013 |
|
|
|
|
|
|
Date: May 2, 2013 |
|
Time: 8:30 a.m., Local Time |
|
|
|
|
|
|
Location: The Woodlands Waterway Marriott Hotel |
|
|
|
NEWFIELD EXPLORATION COMPANY
4 WATERWAY SQUARE PLACE SUITE 100
THE WOODLANDS, TX 77380 |
|
|
|
The Waterway 6 Ballroom |
|
|
| |
|
|
1601 Lake Robbins Drive |
|
|
| |
|
|
The Woodlands, TX 77380 |
|
|
| |
|
|
|
|
|
| |
|
|
|
|
|
| |
|
|
You are receiving this communication because you hold shares in the above named company. |
| |
|
|
This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to
you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side). |
|
|
|
|
|
|
|
We encourage you to access and review all of the important information contained in the proxy materials before voting. |
|
|
|
|
See the reverse side of this
notice to obtain proxy materials and voting instructions. |
— Before You Vote —
How to Access the Proxy Materials
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proxy Materials Available to VIEW or RECEIVE:
|
|
|
|
|
NOTICE AND PROXY STATEMENT
2012 ANNUAL REPORT AND 10-K WRAP |
|
|
|
|
How to View Online: |
|
|
|
|
Have the information that is printed in the box marked by the arrow
(located on the following page) and visit: www.proxyvote.com. |
|
|
|
|
How to Request and Receive a PAPER or E-MAIL
Copy: |
|
|
|
|
If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to
make your request: |
|
|
|
|
1) BY INTERNET: |
|
www.proxyvote.com |
|
|
|
|
2) BY TELEPHONE: |
|
1-800-579-1639 |
|
|
|
|
3) BY E-MAIL*: |
|
sendmaterial@proxyvote.com |
|
|
|
|
* If requesting materials by e-mail,
please send a blank e-mail with the information that is printed in the box marked by the arrow
(located on the following page) in the subject line. |
|
|
|
|
Requests, instructions
and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before April 18, 2013 to facilitate timely delivery.
|
|
|
|
|
|
|
|
|
|
— How To Vote —
Please Choose One of the Following Voting Methods
|
|
|
|
|
|
|
|
|
|
|
|
Vote In Person: Many stockholder meetings have attendance requirements including, but not limited
to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these
shares. Vote By Internet: To vote now by Internet, go to www.proxyvote.com.
Have the information that is printed in the box marked by the arrow
available and follow the instructions. Vote By
Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card. |
|
|
|
|
|
|
|
The Board of Directors recommends a vote “FOR” Proposals 1, 2, 3 and 4.
Nominees:
| |
1c. |
John Randolph Kemp lll |
| |
1i. |
Richard K. Stoneburner |
|
|
|
|
|
|
|
|
|
|
2. Ratification of appointment of PricewaterhouseCoopers LLP as independent auditor for
fiscal 2013.
3. Advisory vote to approve named executive officer compensation.
4. Approval of the
First Amended and Restated Newfield Exploration Company 2011 Omnibus Stock Plan.
The Board of Directors recommends a vote “AGAINST” Proposal 5.
5. Stockholder Proposal – Policy Requiring Independent Director with Environmental
Expertise. NOTE: In their discretion, the Proxies are authorized to vote upon
such other business as may properly come before the meeting or any adjournment thereof. |
|
|