8-K

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 24, 2024 (May 22, 2024)

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EOG RESOURCES, INC.

(Exact name of registrant as specified in its charter)

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:

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.

2024 Annual Meeting of Stockholders

The 2024 annual meeting of stockholders (2024 Annual Meeting) of EOG Resources, Inc. (EOG) was held on May 22, 2024, via live webcast, for the following purposes: (i) to elect nine directors to hold office until EOG's 2025 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, 2024; 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 25, 2024, the record date for the 2024 Annual Meeting, there were 575,215,700 shares of EOG common stock issued, outstanding and entitled to vote at the 2024 Annual Meeting. Proxies for the 2024 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 nine nominees for director was duly elected by EOG's stockholders, with votes as follows:

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, 2024, was ratified by EOG's stockholders, with votes as follows:

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 2024 Annual Meeting, the compensation of EOG's named executive officers was approved by EOG's stockholders by the following vote:

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.

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