Eog Resources Inc 8-K, filed Feb 8, 2023
Eog Resources Inc (EOG)
8-K
2023-02-08
For: 2023-02-08
View Original
Added on
April 09, 2026
About this 8-K
Eog Resources Inc filed this 8-K on February 8, 2023.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
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): February 8, 2023 (February 7, 2023)
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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 February 7, 2023, Lynn A. Dugle was appointed to the Board of Directors (Board) of EOG Resources, Inc. (EOG) and to the Audit, Compensation and Human Resources, and Nominating, Governance and Sustainability Committees of the Board, in each case effective March 1, 2023.
Ms. Dugle has more than 30 years of executive leadership and senior management experience in the defense, intelligence and high-tech industries, including (i) as the Chief Executive Officer of Engility Holdings, Inc., a publicly traded engineering and technology consulting company, from 2016 until the sale of the company in 2019 and (ii) more than a decade in senior management positions at Raytheon Company, a publicly traded company specializing in defense and other government markets worldwide. Ms. Dugle currently serves as a director of Micron Technology, Inc., a publicly traded developer of memory and storage solutions, where she serves as a member of the Audit Committee and as Chair of the Security Committee. Ms. Dugle also currently serves as a director of KBR, Inc., a publicly traded provider of science, technology and engineering solutions, where she serves as Chairman of the Nominating and Corporate Governance Committee and as a member of the Compensation and Cybersecurity Committees. In addition, Ms. Dugle serves as a director of TE Connectivity Ltd., a publicly traded provider of connectivity, communications and sensing products, where she serves as a member of the Audit Committee.
Ms. Dugle will receive the same quarterly cash retainer for her service as a director as EOG's other non-employee directors. In addition, Ms. Dugle will receive a grant of restricted stock units (RSUs) under the EOG Resources, Inc. 2021 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 and Human Resources 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 March 1, 2023 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. Dugle will be reported on a Form 4 to be filed by Ms. Dugle within two business days after the March 1, 2023 grant effective date.
In addition, on February 7, 2023, James C. Day 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 2023 annual meeting of stockholders (2023 Annual Meeting). Mr. Day's current term will expire in conjunction with the 2023 Annual Meeting. Mr. Day'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
104 Cover Page Interactive Data File (formatted as Inline XBRL).
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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: February 8, 2023 | 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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EXHIBIT 99.1
February 8, 2023
EOG Resources Appoints Lynn A. Dugle to Board of Directors
–Announces James C. Day Planned Retirement from Board of Directors
HOUSTON - EOG Resources, Inc. (EOG) today announced the appointment of Lynn A. Dugle to its Board of Directors, effective March 1, 2023. Dugle served as Chief Executive Officer of Engility Holdings, a publicly traded engineering and technology consulting company, from 2016 until the sale of the company in 2019. Dugle previously served more than a decade in senior management positions at Raytheon Company, including Vice President, Engineering, Technology and Quality, and President of Intelligence, Information and Services. Before joining Raytheon in 2004, Dugle held international and officer-level positions with ADC Telecommunications. Dugle began her career at Texas Instruments.
“We are excited to add someone with Lynn’s leadership experience across multiple information technology disciplines to EOG’s Board of Directors,” said Ezra Y. Yacob, Chairman and Chief Executive Officer. “Lynn’s extensive background across several technology markets, including telecommunications, intelligence, and cybersecurity, will be a valuable asset and a great fit for EOG’s unique position as a technology leader in the oil and gas sector.”
EOG also announced that James C. Day plans to retire from the Board at the end of his current term and not stand for re-election at EOG’s 2023 annual stockholders meeting. Day was first elected a Director of EOG in 2008, following a distinguished career leading Noble Corporation, one of the world’s largest offshore drilling companies, including as Chairman of the Board from 1992 until his retirement in 2007, and Chief Executive Officer from 1984 until 2006.
“On behalf of EOG and the Board, I would like to thank Jim for his dedicated service to EOG over the past 15 years,” Yacob said. “Jim’s counsel and support was integral to EOG’s success navigating several commodity price cycles and growing to become one of the largest and most successful independent E&P companies and a technology leader in the oil and gas sector. We offer Jim and his family our best wishes.”
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 and Trinidad. To learn more visit www.eogresources.com.
Investor Contacts
David Streit 713-571-4902
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