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Section 1: 8-K (8-K)

Document


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): December 12, 2018
 

EOG RESOURCES, INC.
(Exact name of registrant as specified in its charter)
 
Delaware
 
1-9743
 
47-0684736
(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:
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o
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 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b), (d)    On December 12, 2018, Julie J. Robertson was appointed to the Board of Directors (Board) of EOG Resources, Inc. (EOG) and to the Audit, Compensation, and Nominating and Governance Committees of the Board, in each case effective January 1, 2019.

Ms. Robertson has served as Chairman of the Board, President and Chief Executive Officer of Noble Corporation (Noble), a publicly traded company and one of the world’s largest offshore drilling companies, since January 2018. Ms. Robertson previously served in various other management roles for Noble, including Executive Vice President from February 2006 to January 2018 and as Senior Vice President - Administration from July 2001 to February 2006. Ms. Robertson joined a predecessor subsidiary of Noble in 1979.

Ms. Robertson will receive the same quarterly cash retainer for her service as a director as EOG’s other non-employee directors. In addition, Ms. Robertson will receive a grant of restricted stock units (RSUs) under the Amended and Restated EOG Resources, Inc. 2008 Omnibus Equity Compensation Plan consistent with EOG’s prior grants to its other non-employee directors. The stock grant, which has been approved by the Compensation Committee of the Board and the Board, will be based on the closing price of EOG’s common stock on the New York Stock Exchange on the January 7, 2019 grant effective date. The grant of RSUs will “cliff” vest one year from the date of grant and will have standard termination provisions. The grant of RSUs to Ms. Robertson will be reported on a Form 4 to be filed by Ms. Robertson within two business days after the January 7, 2019 grant effective date.

In addition, on December 12, 2018, Ambassador Frank G. Wisner informed the Board of his decision to retire from the Board at the end of his current term and not stand for re-election as a director at EOG’s 2019 annual meeting of stockholders (2019 Annual Meeting). Mr. Wisner’s current term will expire in conjunction with the 2019 Annual Meeting. Mr. Wisner’s decision to retire and not stand for re-election is not as a result of any disagreement with EOG.

Item 9.01              Financial Statements and Exhibits.

(d)        Exhibits

99.1    Press Release of EOG Resources, Inc. dated December 12, 2018.





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: December 12, 2018
By:
/s/ TIMOTHY K. DRIGGERS
Name: Timothy K. Driggers
Title: Executive Vice President and Chief Financial Officer
(Principal Financial Officer and Duly Authorized Officer)



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Section 2: EX-99.1 (PRESS RELEASE OF EOG RESOURCES, INC.)

Exhibit


EXHIBIT 99.1

396077425_eoglogoa14.jpg

December 12, 2018

EOG Resources Appoints Julie J. Robertson to Board of Directors
Announces Ambassador Frank G. Wisner Set to Retire from Board of Directors

HOUSTON - EOG Resources, Inc. (EOG) today announced the appointment of Julie J. Robertson to its Board of Directors, effective January 1, 2019. Robertson has served as Chairman of the Board, President and Chief Executive Officer of Noble Corporation, one of the world’s largest offshore drilling companies, since January 2018. Robertson previously served in various other management roles for Noble, including Executive Vice President from 2006 to January 2018 and as Senior Vice President - Administration from 2001 to 2006. Robertson joined a predecessor subsidiary of Noble in 1979.

“We are thrilled to add someone with Julie’s extensive experience in the oil and gas industry to EOG’s Board of Directors,” said William R. “Bill” Thomas, Chairman and Chief Executive Officer. “Julie brings an impressive record of achievement and a wealth of knowledge of the drilling services sector from her 39-year career and various roles with Noble.”

EOG also announced that Ambassador Frank G. Wisner plans to retire from the Board at the end of his current term and not stand for re-election at EOG’s 2019 annual stockholders meeting. Wisner was first elected a Director of EOG in 1997, following a more than 35-year career with the U.S. State Department, including service as U.S. Ambassador to India from 1994 to 1997. Following his retirement as U.S. Ambassador to India, Wisner served as Vice Chairman, External Affairs of American International Group, Inc. from 1997 until his retirement in 2009. Since 2009, Wisner has served in the roles of International Affairs Advisor and Foreign Affairs Advisor with Squire Patton Boggs, a multinational law firm.

“On behalf of EOG and the Board, I would like to thank Frank for his dedicated service to EOG over the past 21 years,” Thomas said. “Frank’s encouragement and strong support while on the EOG Board helped the company transform from a small E&P to one of the largest, most successful independent E&P companies and the leader in horizontal oil production and technology. During his tenure, EOG successfully navigated multiple commodity price cycles and delivered exceptional shareholder returns.”

About EOG
EOG Resources, Inc. (NYSE: EOG) is one of the largest crude oil and natural gas exploration and production companies in the United States with proved reserves in the United States, Trinidad and China. To learn more visit www.eogresources.com.

Investor Contacts
David Streit 713-571-4902
Neel Panchal 713-571-4884
John Wagner 713-571-4404

Media and Investor Contact
Kimberly Ehmer 713-571-4676


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