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 OfficersItem 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e)Effective September 25, 2017, the Compensation Committee (Committee) of the Board of Directors of EOG Resources, Inc. (EOG) granted long-term incentive awards to each of EOG’s named executive officers. Consistent with prior year awards, the Committee granted restricted stock or restricted stock units (RSUs), performance units and stock-settled stock appreciation rights (SARs) to each named executive officer, in each case under the terms of the Amended and Restated EOG Resources, Inc. 2008 Omnibus Equity Compensation Plan (as amended).
The following table sets forth the shares of restricted stock or RSUs, performance units and SARs granted by the Committee to each of the named executive officers.
|
Named Executive Officer |
Shares of Restricted Stock/RSUs |
Performance Units |
SARs |
|
William R. Thomas |
28,559 RSUs |
28,559 Units |
69,969 SARs |
|
Gary L. Thomas |
22,501 RSUs |
22,501 Units |
55,127 SARs |
|
Timothy K. Driggers |
8,654 Shares |
8,654 Units |
21,202 SARs |
|
Lloyd W. Helms, Jr. |
5,694 RSUs |
5,694 Units |
13,950 SARs |
|
Michael P. Donaldson |
7,788 Shares |
7,788 Units |
19,080 SARs |
The SARs were awarded at an exercise price equal to $96.29, the closing price of EOG's common stock on September 25, 2017 (the effective date of the grants).
In connection with its approval of such grants, the Committee approved revised vesting schedules for such grants as described in the following table. These revised vesting schedules will apply to future grants of restricted stock/RSUs, performance units and SARs as well, until revised, amended or otherwise determined by the Committee.
|
Grant Type |
Previous Vesting Schedule |
Revised Vesting Schedule |
|
Restricted Stock/RSUs |
“Cliff” vesting five years from the date of grant |
“Cliff” vesting three years from the date of grant |
|
Performance Units |
“Cliff” vesting five years from the date of grant |
“Cliff” vesting approximately 41 months from the date of grant – specifically, on the February 28thimmediately following the Committee’s certifications contemplated by the form of award agreement governing grants of performance units (see Exhibit 10.3 filed hereto) |
|
SARs |
Vesting in 25% increments on each of the first four anniversaries of the date of grant |
Vesting in increments of 33%, 33% and 34% on each of the first three anniversaries, respectively, of the date of grant |
Based on its review of peer group compensation data, the Committee determined that such revised vesting schedules would be in line with (i.e., generally consistent with) the vesting schedules of the grants currently awarded by EOG’s peer companies and, accordingly, would enable EOG to (i) remain competitive with its peer companies with regards to the attraction, motivation and retention of top industry talent and (ii) maintain the strong retention component of EOG’s executive officer compensation program. For the same reasons, grants made to EOG’s other officers and employees will also be subject to the revised vesting schedules. In addition to the revised vesting schedules, the Committee also approved conforming changes to the termination provisions of such grants.
The terms and conditions of the grants are otherwise consistent with the Committee’s prior grants of restricted stock, RSUs, performance units and SARs to EOG’s named executive officers. The updated forms of award agreements for grants of restricted stock, RSUs, performance units and SARs are filed as Exhibits 10.1, 10.2, 10.3 and 10.4 hereto, respectively, and are incorporated herein by reference.
Item 9.01Financial Statements and Exhibits.
(d)Exhibits
EOG RESOURCES INC ExhibitEX-10.1 2 exh101092917.htm EXHIBIT 10.1 Exhibit EXHIBIT 10.1This document constitutes part of a prospectus covering securitiesthat have been registered under the Securities Act of 1933.EOG RESOURCES,…To view the full exhibit click here
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.