8-KLeadership ChangesCorporate ChangesExhibits & Filings

EOG RESOURCES INC 8-K Report, Executive Changes (Mar 6, 2008)

Filed March 6, 2008For Securities:EOG

Summary

EOG Resources Inc. (EOG) filed an 8-K on March 6, 2008, primarily announcing two key events impacting its corporate governance and capital structure. Firstly, William D. Stevens has informed the company of his decision to retire from the Board of Directors at the conclusion of his current term, coinciding with the 2008 annual meeting of stockholders. Mr. Stevens will not seek re-election, marking a change in board composition. Secondly, EOG's Board of Directors approved and subsequently filed a Certificate of Elimination for its 7.195% Fixed Rate Cumulative Perpetual Senior Preferred Stock, Series B. Importantly, no shares of this Series B Preferred Stock are currently outstanding. This action effectively removes the provisions related to this preferred stock from the company's Restated Certificate of Incorporation, simplifying the capital structure. Investors should note these changes as they relate to board oversight and the company's formal capital stock structure.

Key Highlights

  • 1William D. Stevens to retire from EOG's Board of Directors at the end of his current term (2008 Annual Meeting).
  • 2Mr. Stevens will not stand for re-election.
  • 3Board approved filing of a Certificate of Elimination for Series B Preferred Stock.
  • 4Series B Preferred Stock had a coupon rate of 7.195%.
  • 5No shares of Series B Preferred Stock are currently outstanding.
  • 6Certificate of Elimination filed and effective March 6, 2008.
  • 7Action eliminates Series B Preferred Stock provisions from the Restated Certificate of Incorporation.

Frequently Asked Questions

The filing states that William D. Stevens notified the Nominating Committee of his intention to retire from the Board of Directors at the end of his current term, which concludes with the 2008 annual meeting of stockholders. He will not seek re-election.

The Certificate of Elimination is a legal document filed with the Delaware Secretary of State that removes the terms and provisions related to EOG's 7.195% Fixed Rate Cumulative Perpetual Senior Preferred Stock, Series B, from the company's Restated Certificate of Incorporation. This is a simplification of the company's capital structure, particularly as no shares of this series are currently outstanding.

Given that no shares of the Series B Preferred Stock were outstanding, the elimination of its provisions from the company's charter is not expected to have an immediate financial impact. It serves primarily to clean up the company's capital structure documentation.