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Section 1: 8-K (8-K)

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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): April 26, 2018 (April 24, 2018)

_______________

EOG RESOURCES, INC.
(Exact name of registrant as specified in its charter)


Delaware
(State or other jurisdiction
 of incorporation)
1-9743
(Commission File
 Number)
47-0684736
(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))

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 o

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. o



 
 
 
 
 




EOG RESOURCES, INC.

Item 5.07     Submission of Matters to a Vote of Security Holders.

The 2018 annual meeting of stockholders (Annual Meeting) of EOG Resources, Inc. (EOG) was held on April 24, 2018, in Houston, Texas, for the following purposes: (i) to elect eight directors to hold office until EOG's 2019 annual meeting of stockholders and until their respective successors are duly elected and qualified; (ii) to ratify the appointment by the Audit Committee of EOG's Board of Directors (Board) of Deloitte & Touche LLP, independent registered public accounting firm, as EOG's auditors for the year ending December 31, 2018; (iii) to approve an amendment and restatement of the EOG Resources, Inc. Employee Stock Purchase Plan (to be effective January 1, 2018), as further described below; and (iv) to hold a non-binding advisory vote on the compensation of EOG's named executive officers.

At the close of business on February 27, 2018, the record date for the Annual Meeting, there were 578,637,869 shares of EOG common stock issued, outstanding and entitled to vote at the Annual Meeting. Proxies for the Annual Meeting were solicited by the Board pursuant to Regulation 14A under the Securities Exchange Act of 1934 (as amended) and there was no solicitation in opposition to the Board's nominees for director.

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
468,326,128
98.65%
6,394,871

134,053

32,324,757
Charles R. Crisp
453,771,128
95.79%
19,901,989

1,181,935

32,324,757
Robert P. Daniels
469,358,539
98.87%
5,358,318

138,195

32,324,757
James C. Day
463,445,104
97.62%
11,289,623

120,325

32,324,757
C. Christopher Gaut
463,493,306
97.95%
9,660,947

1,700,799

32,324,757
Donald F. Textor
456,492,815
96.15%
18,236,793

125,444

32,324,757
William R. Thomas
462,421,611
97.89%
9,951,874

2,481,567

32,324,757
Frank G. Wisner
443,541,748
94.87%
23,963,324

7,349,980

32,324,757

The appointment of Deloitte & Touche LLP, independent registered public accounting firm, as EOG's auditors for the year ending December 31, 2018, was ratified by EOG's stockholders, with votes as follows:

Shares For
% of Shares Voted
Shares Against
Shares Abstaining
Broker Non-Votes
 
 
 
 
 
501,807,225
98.96%
5,231,970
140,614
-0-

As described in EOG's definitive proxy statement for the Annual Meeting, the amendment and restatement of EOG's Employee Stock Purchase Plan, if approved by our stockholders at the Annual Meeting, would (i) increase, by 2,500,000, the number of shares of our Common Stock available for issuance pursuant to stock options granted to eligible employees under the plan, (ii) extend the term of the plan to December 31, 2027 and (iii) effect certain other administrative and clarifying changes. The amendment and restatement was approved by EOG's stockholders by the following vote:

Shares For
% of Shares Voted
Shares Against
Shares Abstaining
Broker Non-Votes
 
 
 
 
 
473,459,780
99.73%
1,235,762
159,510
32,324,757


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The EOG Resources, Inc. Employee Stock Purchase Plan (As Amended and Restated Effective January 1, 2018) is filed as Exhibit 4.4(a) to EOG's Registration Statement on Form S-8, filed with the United States Securities and Exchange Commission on April 26, 2018.

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 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
 
 
 
 
 
452,834,153
95.48%
21,421,348
599,551
32,324,757



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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:  April 26, 2018
By:
/s/ TIMOTHY K. DRIGGERS                                                                                    
Timothy K. Driggers
Executive Vice President and Chief Financial Officer
(Principal Financial Officer and Duly Authorized Officer)



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