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), (e) Retirement of DirectorWilliam R. Thomas . OnSeptember 29, 2022 ,William R. Thomas informed the Board of Directors (Board) ofEOG Resources, Inc. (EOG) that he is retiring from the Board, effectiveOctober 4, 2022 .Mr. Thomas's retirement from the Board is not due to any disagreement with EOG on any matter relating to EOG's operations, policies or practices.Mr. Thomas has served as EOG's non-executive Chairman of the Board sinceOctober 1, 2021 and as a member of the Board sinceMay 2013 . Among other roles with EOG,Mr. Thomas served as Chairman of the Board and Chief Executive Officer of EOG fromJanuary 2014 until his retirement as an employee and as Chief Executive Officer of EOG, in each case effectiveOctober 1, 2021 .
A copy of EOG's related press release, dated
Appointment ofEzra Y. Yacob as Chairman of the Board. In connection with the retirement ofMr. Thomas from the Board and as noted in the attached press release, the Board has appointedEzra Y. Yacob , EOG's Chief Executive Officer and a director of EOG sinceOctober 2021 , to the additional position of Chairman of the Board, effectiveOctober 4, 2022 . In connection with the appointment ofMr. Yacob as Chairman of the Board, theCompensation and Human Resources Committee of the Board (Committee), onSeptember 28, 2022 , approved (i) a new annual base salary forMr. Yacob of$1,000,000 , effectiveOctober 8, 2022 , and (ii) a bonus target forMr. Yacob (expressed as a percentage of his annual base salary in effect as of year-end 2022) of 140%, effectiveOctober 1, 2022 and for his 2022 performance fromOctober 1, 2022 throughDecember 31, 2022 .Mr. Yacob's previously reported bonus target percentage of 125% (expressed as a percentage of his annual base salary in effect as of year-end 2022) will apply to his 2022 performance fromJanuary 1, 2022 throughSeptember 30, 2022 . Amendments to Outstanding SAR Grants ofWilliam R. Thomas . UponMr. Thomas's retirement as an employee and as Chief Executive Officer of EOG inOctober 2021 and in accordance with the termination (i.e., retirement) provisions governing EOG's grants of stock-settled stock appreciation rights (SARs), the time period during whichMr. Thomas can exercise his remaining grants of SARs was shortened - specifically, to the 18-month period following hisOctober 1, 2021 retirement.Mr. Thomas's grants had an original seven-year exercise period. OnSeptember 28, 2022 , in recognition ofMr. Thomas's continued service on the Board following his retirement as an employee and as Chief Executive Officer of EOG inOctober 2021 , the Committee approved and authorized the amendment ofMr. Thomas's remaining outstanding grants of SARs, effectiveOctober 4, 2022 , to extend the period of time during which he may exercise such grants. As is set forth in the following table, the extended expiration dates are the same as, or prior to, the original expiration dates of the grants. 2 --------------------------------------------------------------------------------
Revised
Expiration Date
(per the termination
(i.e., retirement)
Original provisions of the Expiration Date Extension
Date of Grant Expiration Date grants) and Rationale
September 29, 2016 September 29, 2023 March 30,
2023
original expiration date of the grant)
September 26, 2019 September 26, 2026 March 30,
2023
that is 18 months following the effective
date of Mr. Thomas's retirement from the
Board)
September 28, 2020 September 28, 2027 March 30,
2023
that is 18 months following the effective
date of Mr. Thomas's retirement from the
Board)
Annual Stock Grants to Named Executive Officers. In addition, on September 28,
2022 , the Committee granted long-term incentive awards to each of EOG's current
named executive officers, consisting of performance units and restricted stock
or restricted stock units (RSUs). The awards, which were effective September 29,
2022 , were granted under the terms of the EOG Resources, Inc. 2021 Omnibus
Equity Compensation Plan.
In furtherance of the Committee's efforts to align the long-term compensation of
EOG's named executive officers with EOG's long-term performance, the Committee
adjusted the mix of long-term incentive awards and, as is further discussed
below, expanded the provisions used to determine the payout of the performance
units. The Committee did not grant SARs, as it has done in previous long-term
incentive awards to EOG's named executive officers. The terms and conditions of
the grants, including the vesting and termination provisions, are otherwise
consistent with the Committee's prior grants of performance units, restricted
stock and RSUs.
The following table sets forth the performance units and shares of restricted
stock or RSUs granted by the Committee to each of the current named executive
officers.
Named Executive Officer Performance Units Shares of Restricted Stock/RSUs
Ezra Y. Yacob 47,800 31,866
Lloyd W. Helms 24,165 16,110
Timothy K. Driggers 17,128 11,418
Michael P. Donaldson 15,933 10,622
Jeffrey R. Leitzell 8,497 5,665
Amended Form of Performance Unit Award Agreement. Also on
Pursuant to the amended form of award agreement, the applicable performance
multiple (ranging from 0% to 200%), determined based on EOG's "TSR Rank"
relative to the specified peer companies, will be adjusted by applying a
specified modifier ranging from minus-70% (-70%) to plus-70% (+70%), based on
EOG's average return on capital employed over the three-year performance period
(Absolute ROCE Modifier), provided that in no event will the performance
multiple, after applying the Absolute ROCE Modifier, exceed 200%.
The amended form of award agreement further provides that, in the event EOG's
total shareholder return over the three-year performance period is negative
(i.e., less than 0%), the performance multiple shall not exceed, and shall be
capped at, 100% (Negative TSR Cap).
For additional information regarding the determination of the performance
multiple applicable to grants of performance units, the Absolute ROCE Modifier
provisions and the Negative TSR Cap provisions, see the amended form of award
agreement filed as Exhibit 10.1 hereto, which is incorporated herein by
reference.
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As noted above, such amended form of award agreement will govern the grants of
performance units awarded by the Committee effective
Amendment & Restatement of Annual Bonus Plan. Lastly, onSeptember 28, 2022 , the Committee approved an amendment and restatement of EOG's annual bonus plan (Amended and Restated Bonus Plan), originally adopted effective as ofJanuary 1, 2019 . Pursuant to the Amended and Restated Bonus Plan, the annual bonus awarded to an executive officer for a calendar year shall not exceed 200% of such executive officer's then-applicable bonus target percentage. The Amended and Restated Bonus Plan is effectiveJanuary 1, 2022 and will apply to, and will be effective beginning with, the bonus awards (if any) paid in respect of fiscal year 2022 performance.
The Amended and Restated Bonus Plan is filed as Exhibit 10.2 hereto and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
10.1 Form of Restricted Stock Unit with Performance-Based Conditions ( " Performance Unit " ) Award Agreement for EOG Resources, Inc. 2021 Omnibus Equity Compensation Plan (applicable to grants made on or afterSeptember 29, 2022 ) .
10.2
99.1 Press Release of
104 Cover Page Interactive Data File (formatted as Inline XBRL).
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