EOG Resources Inc.

05/21/2026 | Press release | Distributed by Public on 05/21/2026 15:16

Proxy Results (Form 8-K)

Item 5.07 Submission of Matters to a Vote of Security Holders.
2026 Annual Meeting of Stockholders
The 2026 annual meeting of stockholders (2026 Annual Meeting) of EOG Resources, Inc. (EOG) was held on May 20, 2026, via live webcast, for the following purposes: (i) to elect nine directors to hold office until EOG's 2027 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, 2026; 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 23, 2026, the record date for the 2026 Annual Meeting, there were 535,715,814 shares of EOG common stock issued, outstanding and entitled to vote at the 2026 Annual Meeting. Proxies for the 2026 Annual Meeting were solicited by EOG's Board pursuant to Regulation 14A under the Securities Exchange Act of 1934 (as amended).
Vote Results - Election of Directors
Each of the nine 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
John D. Chandler 463,782,715 99.42% 2,696,345 202,456 23,613,040
Janet F. Clark 456,655,323 97.89% 9,835,512 190,681 23,613,040
Charles R. Crisp 455,613,891 97.66% 10,872,161 195,464 23,613,040
Robert P. Daniels 461,668,051 98.96% 4,810,337 203,128 23,613,040
Lynn A. Dugle 449,696,709 96.39% 16,798,920 185,887 23,613,040
C. Christopher Gaut 461,477,198 98.92% 5,011,792 192,526 23,613,040
Michael T. Kerr 457,518,663 98.07% 8,972,299 190,554 23,613,040
Julie J. Robertson 460,296,228 98.72% 5,939,821 445,467 23,613,040
Ezra Y. Yacob 454,254,750 97.37% 12,234,001 192,765 23,613,040
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, 2026, was ratified by EOG's stockholders, with votes as follows:
Shares For % of Shares Voted Shares Against Shares Abstaining Broker Non-Votes
471,937,317 96.28% 18,187,649 169,590 -
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 2026 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
450,409,046 96.58% 15,902,955 369,515 23,613,040
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Item 8.01 Other Events.
As previously reported, EOG's Board has established a share repurchase authorization that allows for the repurchase by EOG of up to $10 billion of its common stock (Share Repurchase Authorization). For further information regarding the Share Repurchase Authorization, see Part II, Item 2, Unregistered Sales of Equity Securities and Use of Proceeds, in EOG's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026.
As of March 31, 2026, (i) EOG had repurchased approximately 59.4 million shares at a total cost of approximately $7.1 billion (inclusive of commissions and transaction fees) under the Share Repurchase Authorization and (ii) approximately $2.9 billion remained available for repurchases under the Share Repurchase Authorization.
On and effective May 20, 2026, the Board increased the Share Repurchase Authorization from $10 billion to $20 billion. This increase of $10 billion is additive to, and supplements, the amount remaining available for repurchases under the Share Repurchase Authorization.
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