8-KLeadership ChangesExhibits & Filings

EOG RESOURCES INC 8-K Report, Executive Changes (Feb 22, 2017)

Filed February 22, 2017For Securities:EOG

Summary

EOG Resources, Inc. (EOG) announced a key change to its Board of Directors through an 8-K filing on February 22, 2017. Effective March 1, 2017, Robert P. Daniels will join the Board and its Audit, Compensation, and Nominating and Governance Committees. Mr. Daniels brings extensive experience from his 32-year tenure at Anadarko Petroleum, where he held significant leadership roles in exploration and international operations. His directorship at MicroSeismic, Inc. also provides relevant industry insight. Concurrently, the company disclosed that H. Leighton Steward will retire from the Board at the conclusion of his current term, not seeking re-election at the 2017 annual meeting. Mr. Steward's departure is amicable and not due to any disagreements. The addition of Mr. Daniels is expected to leverage his deep technical and operational background, enhancing the Board's oversight and strategic guidance, while Mr. Steward's retirement marks the end of his service to the company.

Key Highlights

  • 1EOG Resources appointed Robert P. Daniels to its Board of Directors and key committees (Audit, Compensation, Nominating and Governance) effective March 1, 2017.
  • 2Mr. Daniels possesses 32 years of experience at Anadarko Petroleum, including senior executive roles in worldwide and international exploration.
  • 3Mr. Daniels also serves on the Board of Directors of MicroSeismic, Inc., an oilfield services company.
  • 4Director compensation for Mr. Daniels will align with existing non-employee directors, including a quarterly cash retainer and a grant of restricted stock units (RSUs).
  • 5The RSU grant to Mr. Daniels will cliff vest one year from the grant date and will be valued based on EOG's stock price on March 1, 2017.
  • 6H. Leighton Steward informed the Board of his decision to retire at the end of his current term and will not stand for re-election at the 2017 annual meeting.
  • 7Mr. Steward's retirement is not a result of any disagreement with the company.

Frequently Asked Questions

This 8-K filing primarily announces the appointment of a new director, Robert P. Daniels, to EOG Resources' Board of Directors and its committees, and the upcoming retirement of another director, H. Leighton Steward. It also outlines the compensation arrangements for the new director.

Mr. Daniels brings extensive experience from his 32-year career at Anadarko Petroleum, where he held senior management positions including Senior Vice President, Worldwide Exploration, and Executive Vice President, International and Deepwater Exploration. He also has experience with MicroSeismic, Inc., an oilfield services company.

Mr. Daniels will receive compensation consistent with other non-employee directors. This includes a quarterly cash retainer and a grant of restricted stock units (RSUs) under EOG's equity compensation plan. The RSUs will be valued based on EOG's stock price on March 1, 2017, and will vest one year from the grant date.

H. Leighton Steward has decided to retire from the Board at the end of his current term and will not seek re-election at the 2017 annual meeting. The filing explicitly states that his decision is not due to any disagreement with EOG Resources.