8-KLeadership ChangesExhibits & Filings

EOG RESOURCES INC 8-K Report, Executive Changes (Dec 12, 2018)

Filed December 12, 2018For Securities:EOG

Summary

EOG Resources, Inc. (EOG) announced a significant change in its Board of Directors composition through an 8-K filing on December 12, 2018. The key event is the appointment of Julie J. Robertson to the Board, effective January 1, 2019. Ms. Robertson brings extensive executive experience, most recently as Chairman, President, and CEO of Noble Corporation, a major offshore drilling company. Her addition to the Board, as well as its Audit, Compensation, and Nominating and Governance Committees, signals a reinforcement of experienced leadership within EOG's oversight structure. In conjunction with this appointment, the filing also disclosed the upcoming retirement of Ambassador Frank G. Wisner from the Board at the end of his current term, coinciding with the 2019 annual meeting of stockholders. This transition, confirmed not to be due to any disagreement with the company, represents a planned succession. Investors can expect Ms. Robertson to receive compensation consistent with other non-employee directors, including a cash retainer and restricted stock units (RSUs) that will vest over one year.

Key Highlights

  • 1Appointment of Julie J. Robertson to the Board of Directors, effective January 1, 2019.
  • 2Ms. Robertson brings substantial executive leadership experience, including her recent role as Chairman, President, and CEO of Noble Corporation.
  • 3Ms. Robertson will also serve on EOG's Audit, Compensation, and Nominating and Governance Committees.
  • 4Ambassador Frank G. Wisner will retire from the Board at the end of his current term and will not stand for re-election at the 2019 annual meeting.
  • 5Mr. Wisner's retirement is not related to any disagreements with the company.
  • 6Ms. Robertson's compensation as a director will include a quarterly cash retainer and restricted stock units (RSUs) with a one-year cliff vesting period.
  • 7The grant of RSUs to Ms. Robertson will be based on EOG's stock price on January 7, 2019.

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