Eog Resources Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect nine directors to hold office until the 2027 annual meeting and until their successors are elected and qualified.

2. 2

   Ratification of Appointment of Auditors

   ManagementBoard: FOR

   Ratify the Audit Committee’s appointment of Deloitte & Touche LLP as independent registered public accounting firm for 2026.

   More detail

   The proposal asks shareholders to ratify the Audit Committee and Board’s appointment of Deloitte & Touche LLP as EOG’s independent registered public accounting firm for 2026. Management seeks this ratification as routine corporate practice to confirm the selection and authorize engagement for the coming fiscal year; Deloitte has been EOG’s auditor since 2002 and the Audit Committee periodically assesses auditor qualifications, performance and independence, including partner rotation in accordance with SEC rules. The proxy includes disclosure of audit, audit-related, tax and other fees paid to Deloitte in 2024 and 2025 and describes the Audit Committee’s pre-approval policy for audit and non-audit services and delegation of limited authority to the Audit Committee Chair for de minimis approvals. The Board recommends a FOR vote, stating it believes continued retention is in the company’s and stockholders’ best interests and noting procedures if the appointment is not ratified (the Audit Committee would consider other auditors). The recommendation is supported by the Audit Committee’s review of Deloitte’s independence and performance and the company's preference for continuity and institutional knowledge in financial reporting oversight; the proxy also notes the rotation of Deloitte’s lead engagement partner every five years to meet SEC requirements.

3. 3

   Non-Binding Advisory Vote on Executive Compensation (Say-on-Pay

   ManagementBoard: FOR

   Hold an advisory vote to approve the compensation of Named Executive Officers as disclosed in the proxy statement.

   More detail

   This management proposal asks shareholders to cast an advisory (non-binding) vote approving the compensation disclosed for the Named Executive Officers, including the Compensation Discussion and Analysis and related tables. Management seeks stockholder endorsement of the company’s pay practices, which emphasize pay-for-performance through long-term incentives heavily weighted toward performance units tied to relative TSR and ROCE and annual bonuses weighted to financial, strategic, operational and environmental goals. The Board recommends a FOR vote, citing strong pay-performance alignment, stockholder engagement outcomes (97% support in 2025), and governance features such as clawback policy, significant stock ownership guidelines, caps on maximum payouts, and no single-trigger change-in-control vesting. The advisory vote is non-binding, but the Board and Compensation Committee will consider results when reviewing future executive compensation arrangements.

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When is the Eog Resources Inc 2026 annual meeting?

Eog Resources Inc (EOG) holds its 2026 annual shareholder meeting on Wednesday, May 20, 2026.

What is the record date for the Eog Resources Inc 2026 meeting?

The record date for the Eog Resources Inc 2026 meeting is Monday, March 23, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Eog Resources Inc's 2026 meeting?

The board is presenting 9 director nominees at the Eog Resources Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Eog Resources Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Eog Resources Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.