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EOG RESOURCES, INC. (NYSE:EOG) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

EOG RESOURCES, INC. (NYSE:EOG) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item 5.02

Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
(e) On and effective December 13, 2016, the Compensation Committee
(Committee) of the Board of Directors of EOG Resources, Inc. (EOG)
granted performance units to each of EOG’s named executive
officers, in each case under the terms of the Amended and Restated
EOG Resources, Inc. 2008 Omnibus Equity Compensation Plan, as
follows:
Named Executive Officer
Performance Units Granted
William R. Thomas
16,665
Gary L. Thomas
13,887
Lloyd W. Helms, Jr.
9,258
Timothy K. Driggers
6,480
Michael P. Donaldson
7,638
Consistent with the Committees prior grants of performance units,
the performance metric applicable to these performance-based grants
is EOG’s Total Shareholder Return (as defined in the grant
agreements) over a three-year performance period (in the case of
these grants, January 2017 through December 2019) relative to the
Total Shareholder Return of each of EOG’s Peer Companies (as
specified in the grant agreements) over such performance period.
Also consistent with the Committees prior grants of performance
units, if EOG achieves median Total Shareholder Return performance
over the performance period relative to the Peer Companies, 50% of
the named executive officer’s performance units will be earned;
conversely, a performance multiple of 0% to 200% (as specified in
the grant agreements) will be applied to the named executive
officer’s performance units if EOG’s Total Shareholder Return
performance over the performance period is below or above the
median of the Peer Companies.
Subject to the termination provisions set forth in each named
executive officer’s grant agreement and the applicable performance
multiple, the grants of performance units will cliff vest
approximately three years from the date of grant – specifically, on
the date of the Committees certification of (i) the Total
Shareholder Return of EOG and of each of EOG’s Peer Companies over
the performance period and (ii) the applicable performance
multiple. Such certification will be provided by the Committee in
the first quarter of 2020, following the completion of the
three-year performance period.
The terms and conditions of the grants are otherwise consistent
with the Committees prior grants of performance units to EOGs named
executive officers. The foregoing description of the grants of
performance units does not purport to be complete and is qualified
in its entirety by reference to the form of grant agreement for the
grants of performance units, which is filed as Exhibit 10.1 hereto
and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
10.1
Form of Performance Unit Award Agreement for Amended and
Restated EOG Resources, Inc. 2008 Omnibus Equity Compensation
Plan (for grants made on and effective December 13, 2016).

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 -0.32 at 103.16 with 2,383,138 shares trading hands.

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