Item 3. Legal Proceedings.
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Item 3. Legal Proceedings.
On January 12, 2024, Plaintiff Eric Gilbert (“Plaintiff”), on behalf of himself and similarly situated stockholders of
Halliburton Company (the “Company”), filed a Verified Class Action Complaint (the “Action”) against, among others, the
Company in the Court of Chancery of the State of Delaware (the “Court”), challenging the validity of certain aspects of the
advance notice and stockholder nomination provisions of the By-laws of the Company, dated as of December 8, 2022.
On May 2, 2024, the Company modified the challenged provisions by amending the By-laws of the Company in the
form filed as Exhibit 3.1 to the Current Report on Form 8-K filed by the Company with the Securities and Exchange
Commission (the “SEC”) on May 3, 2024 (the “Amendments”).
Plaintiff and the Company agreed that the Amendments rendered Plaintiff’s claims moot. To avoid the time and
expense of continued litigation and without any admissions, the parties agreed to resolve Plaintiff’s counsel fee application with
a payment by the Company to Plaintiff’s counsel of $150,000 in full satisfaction of the claim for attorneys’ fees and expenses in
the Action. On October 16, 2025, the Court entered a stipulation and order closing the Action, subject to the Company filing an
affidavit with the Court confirming that the disclosure in the Company’s Quarterly Report on Form 10-Q for the quarter ended
September 30, 2025, which would constitute notice to stockholders for purposes of Court of Chancery Rule 23, had been filed
with the SEC. In entering such order, the Court did not pass judgment on the amount of the attorneys’ fees and expenses. The
Company filed such affidavit with the Court on October 29, 2025.
See Notes to Consolidated Financial Statements, Note 11 for further information regarding legal proceedings.
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