Ovintiv (OVV) Proxy Filing summary

Executive summary

• Achieved $1.7 billion in non-GAAP free cash flow in 2024, up 50% year-over-year, and returned over $900 million to shareholders via dividends and buybacks.

• Completed a strategic acquisition in the Alberta Montney and divested Uinta assets, enhancing capital efficiency and free cash flow by an estimated $300 million annually.

• Lowered net debt by more than $320 million and increased production guidance three times in 2024 without additional capital investment.

• Reduced Scope 1 & 2 GHG emissions intensity by 46% from 2019 levels and continued progress toward a 50% reduction target.

• Maintained strong corporate governance, with three new independent directors added in the past three years.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) election of 11 directors, (2) advisory approval of executive compensation, (3) approval of the third amendment to the Omnibus Incentive Plan, and (4) ratification of PricewaterhouseCoopers LLP as independent auditors.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board consists of 11 members, 10 of whom are independent; recent refreshment added three new independent directors in three years.

• Board committees (Audit, CRG, EH&S, HRC, Reserves) are fully independent and oversee key areas including risk, sustainability, and compensation.

• Annual board and committee assessments are conducted, with 100% director attendance at meetings in 2024.

• Majority voting, proxy access, and separation of Chair and CEO roles are in place.