0000821189FALSE00008211892024-05-242024-05-24


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): May 24, 2024 (May 22, 2024)

_______________

EOG RESOURCES, INC.
(Exact name of registrant as specified in its charter)
Delaware1-974347-0684736
(State or other jurisdiction
 of incorporation)		(Commission File
 Number)		(I.R.S. Employer
Identification No.)

1111 Bagby, Sky Lobby 2
Houston, Texas  77002
(Address of principal executive offices) (Zip Code)

713-651-7000
(Registrant's telephone number, including area code)


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 shareEOGNew 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. ☐



EOG RESOURCES, INC.

Item 5.07     Submission of Matters to a Vote of Security Holders.

2024 Annual Meeting of Stockholders

The 2024 annual meeting of stockholders (2024 Annual Meeting) of EOG Resources, Inc. (EOG) was held on May 22, 2024, via live webcast, for the following purposes: (i) to elect nine directors to hold office until EOG's 2025 annual meeting of stockholders and until their respective successors are duly elected and qualified; (ii) to ratify the appointment by the Audit Committee of the Board of Directors (Board) of Deloitte & Touche LLP, independent registered public accounting firm, as EOG's auditors for the year ending December 31, 2024; and (iii) to hold a non-binding advisory vote on the compensation of EOG's named executive officers.

At the close of business on March 25, 2024, the record date for the 2024 Annual Meeting, there were 575,215,700 shares of EOG common stock issued, outstanding and entitled to vote at the 2024 Annual Meeting. Proxies for the 2024 Annual Meeting were solicited by the Board pursuant to Regulation 14A under the Securities Exchange Act of 1934 (as amended).

Vote Results - Election of Directors

Each of the nine nominees for director was duly elected by EOG's stockholders, with votes as follows:

NomineeShares For% of Shares VotedShares AgainstShares AbstainingBroker Non-Votes
Janet F. Clark470,265,08894.44%27,653,874193,99124,062,206
Charles R. Crisp473,937,79095.18%23,984,624190,53924,062,206
Robert P. Daniels482,127,30996.83%15,769,038216,60624,062,206
Lynn A. Dugle483,940,12497.19%13,961,256211,57324,062,206
C. Christopher Gaut481,939,31096.79%15,956,693216,95024,062,206
Michael T. Kerr483,181,33797.04%14,716,962214,65424,062,206
Julie J. Robertson479,767,74896.35%18,159,203186,00224,062,206
Donald F. Textor473,432,46795.08%24,462,374218,11224,062,206
Ezra Y. Yacob481,531,17996.70%16,387,754194,02024,062,206

Vote Results - Ratification of Auditors

The appointment of Deloitte & Touche LLP, independent registered public accounting firm, as EOG's auditors for the year ending December 31, 2024, was ratified by EOG's stockholders, with votes as follows:

Shares For% of Shares VotedShares AgainstShares AbstainingBroker Non-Votes
502,632,34296.30%19,308,548234,269—

Vote Results - “Say-on-Pay” Vote

With respect to the non-binding advisory vote on the compensation of EOG's named executive officers, as disclosed in EOG's definitive proxy statement for the 2024 Annual Meeting, the compensation of EOG's named executive officers was approved by EOG's stockholders by the following vote:

Shares For% of Shares VotedShares AgainstShares AbstainingBroker Non-Votes
473,002,49095.06%24,535,909574,55424,062,206


2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


  EOG RESOURCES, INC.
(Registrant)
   
   
   
Date: May 24, 2024By:
/s/ ANN D. JANSSEN
Ann D. Janssen
Executive Vice President and Chief Financial Officer
(Principal Financial Officer and Duly Authorized Officer)

3
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DEI Document and Entity Information
May 24, 2024
Cover [Abstract]  
City Area Code 713
Local Phone Number 651-7000
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Entity Central Index Key 0000821189
Title of 12(b) Security Common Stock, par value $0.01 per share
Entity Incorporation, State or Country Code DE
Document Type 8-K
Document Period End Date May 24, 2024
Entity File Number 1-9743
Entity Tax Identification Number 47-0684736
Trading Symbol EOG
Security Exchange Name NYSE
Amendment Flag false
Entity Registrant Name EOG RESOURCES, INC.
Entity Address, Address Line One 1111 Bagby
Entity Address, Address Line Two Sky Lobby 2
Entity Address, City or Town Houston
Entity Address, State or Province TX
Entity Address, Postal Zip Code 77002
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