8-KLeadership ChangesExhibits & Filings

EOG RESOURCES INC 8-K Report, Executive Changes (Feb 8, 2023)

Filed February 8, 2023For Securities:EOG

Summary

EOG Resources, Inc. (EOG) announced a significant change to its Board of Directors, effective March 1, 2023. Lynn A. Dugle has been appointed to the Board and will serve on key committees: Audit, Compensation and Human Resources, and Nominating, Governance and Sustainability. Ms. Dugle brings extensive executive leadership experience from the defense, intelligence, and high-tech sectors, including her former role as CEO of Engility Holdings, Inc. and significant tenures at Raytheon Company. Her appointment is expected to bring valuable industry and governance expertise to EOG. Concurrently, the company also disclosed that James C. Day will be retiring from the Board at the end of his current term and will not seek re-election at the upcoming 2023 annual meeting of stockholders. EOG clarified that Mr. Day's retirement is not due to any disagreements with the company. Ms. Dugle's compensation will align with other non-employee directors, including a quarterly cash retainer and a grant of restricted stock units (RSUs) that will vest one year from the grant date.

Key Highlights

  • 1Lynn A. Dugle appointed to EOG Resources Board of Directors, effective March 1, 2023.
  • 2Ms. Dugle will serve on the Audit, Compensation and Human Resources, and Nominating, Governance and Sustainability Committees.
  • 3Ms. Dugle possesses over 30 years of executive leadership experience in defense, intelligence, and high-tech industries.
  • 4Ms. Dugle's experience includes CEO role at Engility Holdings, Inc. and senior management positions at Raytheon Company.
  • 5James C. Day will retire from the Board at the end of his current term and not seek re-election.
  • 6Mr. Day's retirement is not due to any disagreement with EOG.
  • 7Ms. Dugle will receive standard director compensation, including cash retainers and restricted stock units (RSUs).

Frequently Asked Questions

Lynn A. Dugle is a new appointee to the EOG Resources Board of Directors. She has over 30 years of executive leadership and senior management experience, notably as the former CEO of Engility Holdings, Inc. and in senior roles at Raytheon Company. She also holds directorships at Micron Technology, Inc., KBR, Inc., and TE Connectivity Ltd., bringing significant experience in governance and various technology sectors.

Effective March 1, 2023, Ms. Dugle will serve on EOG's Audit Committee, Compensation and Human Resources Committee, and Nominating, Governance and Sustainability Committee.

James C. Day has informed the Board of his decision to retire at the end of his current term and will not stand for re-election. The company has stated that his decision is not a result of any disagreement with EOG.

Ms. Dugle will receive the same quarterly cash retainer as other non-employee directors. Additionally, she will be granted restricted stock units (RSUs) under the company's 2021 Omnibus Equity Compensation Plan, consistent with grants made to other non-employee directors. These RSUs will 'cliff' vest one year from the grant date.