8-KLeadership ChangesShareholder MattersExhibits & Filings

EOG RESOURCES INC 8-K Report, Executive Changes (May 3, 2021)

Filed May 3, 2021For Securities:EOG

Summary

This 8-K filing by EOG Resources Inc. (EOG) primarily reports on the outcomes of their 2021 Annual Meeting of Stockholders held on April 29, 2021. The most significant event for investors is the stockholder approval of the EOG Resources, Inc. 2021 Omnibus Equity Compensation Plan (2021 Stock Plan). This new plan replaces the 2008 Stock Plan and authorizes the issuance of up to 20 million shares of common stock, along with any unused shares from the prior plan. It outlines key provisions such as no discounted stock options, a $600,000 annual award limit for non-employee directors, a minimum one-year vesting period, and a "double trigger" acceleration clause for awards in the event of a change in control. Additionally, the filing details the results of other shareholder votes, including the election of nine directors, the ratification of Deloitte & Touche LLP as the independent auditor, and a "say-on-pay" advisory vote approving executive compensation. While all directors were elected, the filing specifically addresses a higher "against" vote for director Julie J. Robertson, attributing it to evolving stockholder policies on board diversity and EOG's commitment to increasing racial and ethnic diversity on its board in future disclosures and searches.

Key Highlights

  • 1Stockholders overwhelmingly approved the new EOG Resources, Inc. 2021 Omnibus Equity Compensation Plan (2021 Stock Plan) with 97.55% of shares voted in favor.
  • 2The 2021 Stock Plan replaces the 2008 Stock Plan, authorizing up to 20 million new shares of common stock for equity awards.
  • 3Key features of the 2021 Stock Plan include: no discounted stock options/SARs, a $600,000 annual award limit for non-employee directors, a minimum one-year vesting period, and "double trigger" vesting acceleration upon change of control and termination.
  • 4All nine nominated directors were elected to the Board of Directors, with strong support across the nominees.
  • 5Deloitte & Touche LLP was ratified as EOG's independent registered public accounting firm for the year ending December 31, 2021, with 99.44% of shares voted for ratification.
  • 6The "say-on-pay" advisory vote on executive compensation was also approved by stockholders, with 96.47% of shares voted in favor.
  • 7EOG Resources is actively seeking racially or ethnically diverse director candidates to enhance board diversity, responding to stockholder feedback regarding the voting results for director Julie J. Robertson.

Frequently Asked Questions

This 8-K filing reports the results of EOG Resources Inc.'s 2021 Annual Meeting of Stockholders. The key outcomes include the approval of the 2021 Omnibus Equity Compensation Plan, the election of directors, ratification of auditors, and the results of the advisory vote on executive compensation.

The 2021 Stock Plan authorizes up to 20 million shares for equity awards, replaces the 2008 plan, and includes provisions like no discounted stock options, a $600,000 annual limit for director awards, a one-year minimum vesting period, and "double trigger" vesting acceleration in case of a change in control and termination. It will expire in 10 years.

The filing indicates that the higher number of "against" votes for Ms. Robertson was primarily due to evolving stockholder voting policies that encourage enhanced disclosure on board diversity and progress on such efforts. EOG Resources has stated its commitment to actively seeking racially or ethnically diverse director candidates and will expand future disclosures on board composition.

Yes, stockholders also elected all nine director nominees, ratified the appointment of Deloitte & Touche LLP as the independent auditor, and approved the executive compensation in a non-binding advisory vote (say-on-pay).