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    EOG Resources Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders

    5/27/25 4:19:29 PM ET
    $EOG
    Oil & Gas Production
    Energy
    Get the next $EOG alert in real time by email
    eog-20250527
    0000821189FALSE00008211892025-05-272025-05-27


    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)

    _______________

    EOG RESOURCES, INC.
    (Exact name of registrant as specified in its charter)
    Delaware1-974347-0684736
    (State or other jurisdiction
     of incorporation)
    (Commission File
     Number)
    (I.R.S. Employer
    Identification No.)

    1111 Bagby, Sky Lobby 2
    Houston, Texas  77002
    (Address of principal executive offices) (Zip Code)

    713-651-7000
    (Registrant's telephone number, including area code)


    Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

    ☐     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

    ☐     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

    ☐     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

    ☐     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

    Securities registered pursuant to Section 12(b) of the Act:
    Title of each class
    Trading symbol(s)
    Name of each exchange on which registered
    Common Stock, par value $0.01 per shareEOGNew York Stock Exchange

    Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

    Emerging growth company ☐

    If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐




    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:

    NomineeShares For% of Shares VotedShares AgainstShares AbstainingBroker Non-Votes
    Janet F. Clark456,857,40395.48%21,603,823145,45425,194,773
    Charles R. Crisp454,450,81094.99%23,923,343232,52725,194,773
    Robert P. Daniels461,417,34696.44%17,017,513171,82125,194,773
    Lynn A. Dugle460,355,13896.26%17,858,097393,44525,194,773
    C. Christopher Gaut460,233,90896.19%18,219,395153,37725,194,773
    Michael T. Kerr461,541,24996.46%16,901,709163,72225,194,773
    Julie J. Robertson457,032,84095.56%21,191,943381,89725,194,773
    Ezra Y. Yacob464,843,92097.15%13,613,333149,42725,194,773

    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 VotedShares AgainstShares AbstainingBroker Non-Votes
    489,629,95697.22%13,987,857183,640—

    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 VotedShares AgainstShares AbstainingBroker Non-Votes
    462,190,89196.65%16,009,235406,55425,194,773


    2


    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, 2025By:
    /s/ ANN D. JANSSEN
    Ann D. Janssen
    Executive Vice President and Chief Financial Officer
    (Principal Financial Officer and Duly Authorized Officer)

    3
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