EOG RESOURCES, INC. (NYSE:EOG) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.03 Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.
to its Restated Certificate of Incorporation, to increase the
number of authorized shares of its common stock from 640 million
shares to 1.28 billion shares. The amendment became effective on
April 28, 2017 and, as further discussed below under Item 5.07, was
approved by EOGs stockholders at EOGs 2017 annual meeting of
stockholders (2017 Annual Meeting) held on April 27, 2017.
Incorporation, dated April 28, 2017 and as filed with the Secretary
of State of the State of Delaware on April 28, 2017, is filed as
Exhibit 3.1 hereto and is incorporated herein by reference.
2017, for the following purposes: (i) to elect seven directors to
hold office until EOG’s 2018 annual meeting of stockholders and
until their respective successors are duly elected and qualified;
(ii) to ratify the appointment by the Audit Committee of EOG’s
Board of Directors (Board) of Deloitte Touche LLP, independent
registered public accounting firm, as EOG’s auditors for the year
ending December 31, 2017; (iii) to approve an amendment to EOG’s
Restated Certificate of Incorporation to increase the number of
authorized shares of common stock; (iv) to hold a non-binding
advisory vote on the compensation of EOG’s named executive
officers; and (v) to hold a non-binding advisory vote on the
frequency of holding advisory votes on executive compensation.
the 2017 Annual Meeting, there were 577,159,686 shares of EOG
common stock issued, outstanding and entitled to vote at the 2017
Annual Meeting. Proxies for the 2017 Annual Meeting were solicited
by the Board to Regulation 14A under the Securities Exchange Act of
1934 (as amended) and there was no solicitation in opposition to
the Board’s nominees for director.
stockholders, with votes as follows:
|
Nominee
|
Shares For
|
% of Shares Voted
|
Shares Against
|
Shares Abstaining
|
Broker Non-Votes
|
||
|
|
|
|
|
|
|
||
|
Janet F. Clark
|
464,533,289
|
98.43%
|
7,406,168
|
144,263
|
27,782,890
|
||
|
Charles R. Crisp
|
457,672,261
|
96.98%
|
14,275,944
|
135,515
|
27,782,890
|
||
|
Robert P. Daniels
|
468,735,949
|
99.32%
|
3,187,168
|
160,603
|
27,782,890
|
||
|
James C. Day
|
464,997,876
|
98.53%
|
6,945,371
|
140,473
|
27,782,890
|
||
|
Donald F. Textor
|
457,650,829
|
96.98%
|
14,244,728
|
188,163
|
27,782,890
|
||
|
William R. Thomas
|
461,434,331
|
97.99%
|
9,448,658
|
1,200,731
|
27,782,890
|
||
|
Frank G. Wisner
|
451,758,896
|
95.84%
|
19,586,435
|
738,389
|
27,782,890
|
public accounting firm, as EOG’s auditors for the year ending
December 31, 2017, was ratified by EOG’s stockholders by the
following vote: 494,744,115 shares for (98.98% of shares voted);
4,051,003 shares against; and 1,071,492 shares abstaining. There
were no broker non-votes submitted with respect to this proposal.
Annual Meeting, the amendment to EOG’s Restated Certificate of
Incorporation to increase the number of authorized shares of common
stock required the affirmative vote of the holders of a majority of
the outstanding shares of common stock. The amendment was approved
by EOG’s stockholders by the following vote:
|
Shares For
|
% of Shares Outstanding
|
% of Shares Voted
|
Shares Against
|
Shares Abstaining
|
Broker Non-Votes
|
|
|
|
|
|
|
|
|
481,384,883
|
83.41%
|
96.30%
|
17,100,871
|
1,380,856
|
-0-
|
of EOG’s named executive officers as disclosed in EOG’s 2017
proxy statement, the compensation of EOG’s named executive
officers was approved by EOG’s stockholders by the following
vote:
|
Shares For
|
% of Shares Voted
|
Shares Against
|
Shares Abstaining
|
Broker Non-Votes
|
|
|
|
|
|
|
|
451,484,556
|
95.64%
|
17,358,121
|
3,241,043
|
27,782,890
|
frequency of holding advisory votes on executive compensation,
the votes were as follows:
|
1 Year
|
2 Years
|
3 Years
|
Shares Abstaining
|
Broker Non-Votes
|
|
|
|
|
|
|
|
435,330,582
|
273,152
|
36,213,001
|
266,985
|
-0-
|
year, 0.06% voted for a frequency of two years and 7.67% voted
for a frequency of three years. Based on these results and
consistent with the Board’s previous recommendation to EOG’s
stockholders in connection with such vote, the Board has
determined that, until the next vote on the frequency of holding
advisory votes on executive compensation, EOG will hold a
non-binding advisory vote on executive compensation every year.
Commission regulations, EOG must hold a vote on the frequency of
holding advisory votes on executive compensation (commonly
referred to as a say-on-frequency vote) at least once every six
years; EOG previously held a say-on-frequency vote in connection
with its 2011 annual meeting of stockholders.
Incorporation, dated April 28, 2017.
About EOG RESOURCES, INC. (NYSE:EOG)
EOG Resources, Inc. (EOG) explores for, develops, produces and markets crude oil and natural gas primarily in major producing basins in the United States, The Republic of Trinidad and Tobago (Trinidad), the United Kingdom, The People’s Republic of China (China), Canada and, from time to time, select other international areas. The Company’s operations are all crude oil and natural gas exploration and production related. EOG’s total estimated net proved reserves include approximately 2,118 million barrels of oil equivalent (MMBoe), of which over 1,098 million barrels (MMBbl) is crude oil and condensate reserves, approximately 383 MMBbl include natural gas liquids (NGLs) reserves and over 3,825 billion cubic feet, or 637 MMBoe, includes natural gas reserves. The Company’s operations are focused in most of the productive basins in the United States with a focus on crude oil and, to a lesser extent, liquids-rich natural gas plays. EOG RESOURCES, INC. (NYSE:EOG) Recent Trading Information
EOG RESOURCES, INC. (NYSE:EOG) closed its last trading session down -0.16 at 91.87 with 3,350,739 shares trading hands.