EOG Resources Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$EOG
Oil & Gas Production
Energy
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 27, 2025 (May 21, 2025)
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EOG RESOURCES, INC.
Item 5.07 Submission of Matters to a Vote of Security Holders.
2025 Annual Meeting of Stockholders
The 2025 annual meeting of stockholders (2025 Annual Meeting) of EOG Resources, Inc. (EOG) was held on May 21, 2025, via live webcast, for the following purposes: (i) to elect eight directors to hold office until EOG's 2026 annual meeting of stockholders and until their respective successors are duly elected and qualified; (ii) to ratify the appointment by the Audit Committee of the Board of Directors (Board) of Deloitte & Touche LLP, independent registered public accounting firm, as EOG's auditors for the year ending December 31, 2025; and (iii) to hold a non-binding advisory vote on the compensation of EOG’s named executive officers.
At the close of business on March 24, 2025, the record date for the 2025 Annual Meeting, there were 551,544,404 shares of EOG common stock issued, outstanding and entitled to vote at the 2025 Annual Meeting. Proxies for the 2025 Annual Meeting were solicited by the Board pursuant to Regulation 14A under the Securities Exchange Act of 1934 (as amended).
Vote Results - Election of Directors
Each of the eight nominees for director was duly elected by EOG's stockholders, with votes as follows:
| Nominee | Shares For | % of Shares Voted | Shares Against | Shares Abstaining | Broker Non-Votes | ||||||||||||
| Janet F. Clark | 456,857,403 | 95.48% | 21,603,823 | 145,454 | 25,194,773 | ||||||||||||
| Charles R. Crisp | 454,450,810 | 94.99% | 23,923,343 | 232,527 | 25,194,773 | ||||||||||||
| Robert P. Daniels | 461,417,346 | 96.44% | 17,017,513 | 171,821 | 25,194,773 | ||||||||||||
| Lynn A. Dugle | 460,355,138 | 96.26% | 17,858,097 | 393,445 | 25,194,773 | ||||||||||||
| C. Christopher Gaut | 460,233,908 | 96.19% | 18,219,395 | 153,377 | 25,194,773 | ||||||||||||
| Michael T. Kerr | 461,541,249 | 96.46% | 16,901,709 | 163,722 | 25,194,773 | ||||||||||||
| Julie J. Robertson | 457,032,840 | 95.56% | 21,191,943 | 381,897 | 25,194,773 | ||||||||||||
| Ezra Y. Yacob | 464,843,920 | 97.15% | 13,613,333 | 149,427 | 25,194,773 | ||||||||||||
Vote Results - Ratification of Auditors
The appointment of Deloitte & Touche LLP, independent registered public accounting firm, as EOG's auditors for the year ending December 31, 2025, was ratified by EOG's stockholders, with votes as follows:
| Shares For | % of Shares Voted | Shares Against | Shares Abstaining | Broker Non-Votes | ||||||||||
| 489,629,956 | 97.22% | 13,987,857 | 183,640 | — | ||||||||||
Vote Results - “Say-on-Pay” Vote
With respect to the non-binding advisory vote on the compensation of EOG's named executive officers, as disclosed in EOG's definitive proxy statement for the 2025 Annual Meeting, the compensation of EOG's named executive officers was approved by EOG's stockholders by the following vote:
| Shares For | % of Shares Voted | Shares Against | Shares Abstaining | Broker Non-Votes | ||||||||||
| 462,190,891 | 96.65% | 16,009,235 | 406,554 | 25,194,773 | ||||||||||
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| EOG RESOURCES, INC. (Registrant) | ||||||||
| Date: May 27, 2025 | By: | /s/ ANN D. JANSSEN Ann D. Janssen Executive Vice President and Chief Financial Officer (Principal Financial Officer and Duly Authorized Officer) | ||||||
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