8-K

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): September 6, 2022

Ovintiv Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware (State or Other Jurisdiction of Incorporation)	001-39191 (Commission File Number)	84-4427672 (I.R.S. Employer Identification No.)
Suite 1700, 370 - 17th Street Denver, Colorado (Address of principal executive offices)		80202 (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 filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	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

On September 6, 2022, Ovintiv Inc. (the “Corporation”) issued a news release announcing the appointment of Ralph Izzo to the Board of Directors of the Corporation (the “Board”), effective September 6, 2022. Pursuant to a Board resolution, the Board has fixed the number of directors at thirteen. The Board has appointed Mr. Izzo to the Corporate Responsibility and Governance Committee and the Human Resources and Compensation Committee effective September 6, 2022.

Mr. Izzo will enter into a customary indemnification agreement with the Corporation in connection with his appointment as a director, consistent with those entered into with the Corporation’s other directors. Mr. Izzo will receive compensation for his services on the Board in accordance with the Corporation’s non-employee director compensation practices as described in the Corporation’s Proxy Statement filed with the Securities and Exchange Commission on March 23, 2022. There are no arrangements or understandings between Mr. Izzo and any other person pursuant to which Mr. Izzo was selected as a director. There are no transactions involving Mr. Izzo that require disclosure under Item 404(a) of Regulation S-K. A copy of the news release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein.  

In its September 6, 2022 news release, the Corporation also announced that Bruce G. Waterman will retire as a director of the Corporation effective December 31, 2022. Mr. Waterman’s decision to retire was not based on any disagreement with the Corporation on any matter relating to the Corporation’s operations, policies or practices.

ITEM 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Exhibit Description
Exhibit 99.1	News Release dated September 6, 2022.
Exhibit 104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

EXHIBIT INDEX

Exhibit No.	Exhibit Description
Exhibit 99.1	News Release dated September 6, 2022.
Exhibit 104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

Dated September 6, 2022

OVINTIV INC.
(Registrant)
By:	/s/ Dawna I. Gibb
	Name: Dawna I. Gibb
	Title:   Assistant Corporate Secretary

EX-99.1

  Exhibit 99.1 news release

Ovintiv Names Ralph Izzo to its Board of Directors

DENVER, September 6, 2022 – Ovintiv Inc. (NYSE and TSX: OVV) (“Ovintiv” or the “Company”) today announced that Ralph Izzo has been named as an independent member of its Board of Directors, effective September 6, 2022, and that Bruce Waterman will retire from the Board of Directors effective December 31, 2022.

Mr. Izzo, 64, currently serves as the Executive Chair of Public Service Enterprise Group Incorporated (“PSEG”), having recently retired as their Chair, President and CEO. PSEG is a publicly traded diversified energy holding company, founded in 1903 and has a long history of providing infrastructure to access safe, affordable, reliable, and cleaner energy to customers in New Jersey and Long Island. Since joining PSEG in 1992, Mr. Izzo has held several significant executive positions within the PSEG family of companies. Mr. Izzo also serves on the Board of Directors of the Bank of New York Mellon.

Mr. Izzo is a member of the U.S. Department of Energy's Fusion Energy Sciences Advisory Committee and the former chair of the Nuclear Energy Institute.  He is also on the Board of Directors for the Edison Electric Institute, Nuclear Electric Insurance Limited, the New Jersey Chamber of Commerce, the Liberty Science Center and the New Jersey Performing Arts Center.  Mr. Izzo is on the advisory board for the University of Pennsylvania's School of Engineering and Applied Sciences Mechanical Engineering and Applied Mechanics Department, a member of the Board of Trustees of the Peddie School and Princeton University's Andlinger Center for Energy and the Environment Advisory Council, as well as a member of the Visiting Committee for the Department of Nuclear Engineering at Massachusetts Institute of Technology, the Columbia University School of Engineering Board of Visitors, and of the CEO Action for Diversity and Inclusion. In addition, he is a former chair of the Rutgers University Board of Governors and the New Jersey Chamber of Commerce.

Mr. Izzo received his Bachelor of Science and Master of Science degrees in mechanical engineering and his Doctor of Philosophy degree in applied physics from Columbia University. He also received a Master of Business Administration degree, with a concentration in finance, from the Rutgers Graduate School of Management.  

“We are excited that Ralph is joining our Board. His significant senior leadership experience in operations, strategic planning, finance, risk management, environmental stewardship, and diversity leadership will enhance the board’s strengths,” said Ovintiv’s Chair Peter Dea. “Mr. Izzo is a well-known leader within the utility industry, as well as the national energy policy arena and represents our ongoing Board refreshment process as our third new Director in the past 18-months.”

Mr. Waterman joined the board in 2010 and served on various committees over his tenure including Audit Committee Chair from 2017 until 2022. Mr. Waterman’s wealth of finance, energy industry and government relations experience benefited the Company immensely. “On behalf of the Board and leadership team, I would like to thank Bruce for his many contributions and wise counsel over the last 12 years,” said Mr. Dea. Brendan McCracken, Ovintiv’s President and CEO noted “the Company is grateful for Mr. Waterman’s years of service and dedication and we wish him well in retirement.”

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

Ovintiv Inc. 1

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Cover	Sep. 06, 2022
Cover [Abstract]
Document Type	8-K
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Document Period End Date	Sep. 06, 2022
Entity Registrant Name	Ovintiv Inc.
Entity Central Index Key	0001792580
Entity Emerging Growth Company	false
Entity File Number	001-39191
Entity Incorporation, State or Country Code	DE
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
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	OVV
Security Exchange Name	NYSE