2009 Proxy Statement
Page
Cover
Table of Contents
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING
QUESTIONS AND ANSWERS ABOUT THE MEETING
Who is soliciting my vote?
What is the purpose of the meeting?
Who is entitled to vote at the meeting?
What constitutes a quorum?
What are your Board’s recommendations?
What vote is required to elect the directors and approve each proposal?
If my shares are held in “street name” by my broker, will my broker vote my shares for me?
What if I abstain?
How do I give voting instructions?
Can I change my vote?
Can I access Newfield’s Proxy Statement and Annual Report from the Internet?
Can I receive these materials electronically in the future?
What is householding?
FORWARD-LOOKING STATEMENTS
ELECTION OF DIRECTORS (Proposal 1 on Proxy Card)
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
CORPORATE GOVERNANCE
General
Board of Directors
Committees
Audit Committee
Compensation & Management Development Committee
Nominating & Corporate Governance Committee
COMPENSATION & MANAGEMENT DEVELOPMENT COMMITTEE REPORT
EXECUTIVE COMPENSATION
Compensation Discussion and Analysis
Summary Compensation Table
Grants of Plan-Based Equity Awards in 2008
Outstanding Equity Awards at December 31, 2008
Option Exercises and Stock Awards Vested in 2008
Nonqualified Deferred Compensation
Potential Payments Upon Termination or Change of Control
NON-EMPLOYEE DIRECTOR COMPENSATION
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
INTERESTS OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS
EQUITY COMPENSATION PLAN INFORMATION
APPROVAL OF THE NEWFIELD EXPLORATION COMPANY 2009 OMNIBUS STOCK PLAN (Proposal 2 on Proxy Card)
Summary of the Plan
New Plan Benefits
APPROVAL OF THE NEWFIELD EXPLORATION COMPANY 2009 NON-EMPLOYEE DIRECTOR RESTRICTED STOCK PLAN
Summary of the Plan
New Plan Benefits
AUDIT COMMITTEE REPORT
RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
PRINCIPAL ACCOUNTANT FEES AND SERVICES
OTHER BUSINESS
PROXY SOLICITATION
STOCKHOLDER PROPOSALS FOR 2010 ANNUAL MEETING AND DIRECTOR NOMINATIONS
ADDITIONAL INFORMATION AVAILABLE
APPENDIX A – NEWFIELD EXPLORATION COMPANY 2009 OMNIBUS STOCK PLAN
APPENDIX B − NEWFIELD EXPLORATION COMPANY 2009 NON-EMPLOYEE DIRECTOR RESTRICTED STOCK PLAN
