defa14a.htm

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

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¨ 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)

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NEWFIELD EXPLORATION COMPANY

4 Waterway Square Place

Suite 100

The Woodlands, Texas 77380

(281) 210-5100

www.newfield.com

Additional Soliciting Material Related to the 2012 Annual Meeting of Stockholders

April 2, 2012

This additional soliciting material is related to the Proxy Statement of Newfield Exploration Company in connection with the Annual Meeting to be held on Friday, May 4, 2012 at 8:00 a.m. (Central Daylight Time) in the Williams Resource Center Theater located at One Williams Center, Tulsa, Oklahoma 74172.

On April 2, 2012, included in a Current Report on Form 8-K, the Company furnished the following information:

On or about November 15, 2011, Newfield Exploration Company (the “Company”) received a letter from the Central Laborers’ Pension Fund (the “Central Laborers’ Fund”) that included a stockholder proposal to implement a policy at the Company that would separate the roles of the Chief Executive Officer and the Chairman of the Board (the “Stockholder Proposal”). The Stockholder Proposal was included as Item 4 in the Proxy Statement distributed to stockholders on or about March 23, 2012. Prior to receiving the Stockholder Proposal, the Company’s Board of Directors was in the process of revising its Corporate Governance Guidelines, which included an expanded explanation of the roles and responsibilities of the independent Lead Director. On February 10, 2012, the Company’s Board of Directors adopted new Corporate Governance Guidelines, which are available for review on the Company’s website, www.newfield.com, under the heading “Corporate Governance”. After communications with the Central Laborers’ Fund, the Company received a letter dated March 23, 2012 from the Central Laborers’ Fund withdrawing the Stockholder Proposal. As a result, the Stockholder Proposal will not be presented, and no vote will be required with respect thereto, at the Company’s 2012 Annual Meeting of Stockholders to be held on May 4, 2012.