Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.



  (e)  In March 2021, the Board of Directors (Board) of EOG Resources, Inc.
(EOG) and the Compensation Committee of the Board (Compensation Committee)
approved the EOG Resources, Inc. 2021 Omnibus Equity Compensation Plan (2021
Stock Plan), subject to stockholder approval at EOG's 2021 annual meeting of
stockholders (2021 Annual Meeting), which approval the Board recommended. As
further discussed below under Item 5.07, EOG's stockholders approved the 2021
Stock Plan at the 2021 Annual Meeting held on April 29, 2021 (Effective Date).

The 2021 Stock Plan is a successor to the Amended and Restated EOG Resources,
Inc. 2008 Omnibus Equity Compensation Plan (2008 Stock Plan) and, accordingly,
no new grants will be made under the 2008 Stock Plan from and after the
Effective Date. The 2021 Stock Plan has a term of 10 years and, accordingly, no
awards may be granted under the 2021 Stock Plan after April 29, 2031.

The 2021 Stock Plan authorizes the issuance of up to 20,000,000 shares of EOG
common stock, plus any shares of EOG common stock that are subject to
outstanding awards under the 2008 Stock Plan as of the Effective Date that are
subsequently canceled, forfeited, expire or are otherwise not issued or are
settled in cash.

Employees of EOG and its affiliates and non-employee directors of EOG will be
eligible to receive awards under the 2021 Stock Plan. The Compensation Committee
may grant awards under the 2021 Stock Plan in the form of stock-settled stock
appreciation rights (SARs); nonqualified stock options; incentive stock options;
restricted stock; restricted stock units; and other stock-based awards.

The 2021 Stock Plan also includes the following provisions (among others):



•No Discounted Stock Options or SARs: Stock options and SARs must generally be
granted with an exercise price equal to or greater than the fair market value of
a share of EOG common stock on the date of grant.

•Limitation on Director Awards: The maximum value of all awards that may be granted to a non-employee director in a single fiscal year is $600,000.

•Minimum Vesting Condition: All awards are subject to a minimum one-year vesting requirement.



•"Double Trigger" Vesting: In connection with a change in control of EOG, a
participant must also experience a qualifying termination of employment (as
further discussed in the 2021 Stock Plan) in order for the vesting of his or her
awards to be accelerated.

•Stockholder Approval Required for Material Amendments: Stockholder approval is
required for material amendments to the 2021 Stock Plan, including any increase
in the maximum number of shares of EOG common stock that may be issued under the
2021 Stock Plan.

The above summary does not purport to be a complete description of the
provisions of the 2021 Stock Plan, and is qualified in its entirety by reference
to the text of the 2021 Stock Plan, which is attached hereto as Exhibit 10.1 and
is incorporated herein by reference. Reference is also made to the description
of the 2021 Stock Plan set forth on pages 64-73 of EOG's 2021 proxy statement
filed with the United States Securities and Exchange Commission (SEC) on March
19, 2021, and attached hereto as Exhibit 99.1 and incorporated herein by
reference.


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Item 5.07 Submission of Matters to a Vote of Security Holders.

2021 Annual Meeting



The 2021 Annual Meeting was held on April 29, 2021, via live webcast, for the
following purposes: (i) to elect nine directors to hold office until EOG's 2022
annual meeting of stockholders and until their respective successors are duly
elected and qualified; (ii) to ratify the appointment by the Audit Committee of
the Board of Deloitte & Touche LLP, independent registered public accounting
firm, as EOG's auditors for the year ending December 31, 2021; (iii) to approve
the 2021 Stock Plan; and (iv) to hold a non-binding advisory vote on the
compensation of EOG's named executive officers.

At the close of business on March 5, 2021, the record date for the 2021 Annual
Meeting, there were 583,646,666 shares of EOG common stock issued, outstanding
and entitled to vote at the 2021 Annual Meeting. Proxies for the 2021 Annual
Meeting were solicited by the Board pursuant 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.

Vote Results - Election of Directors
Each of the nine nominees for director was duly elected by EOG's stockholders,
with votes as follows:
Nominee                           Shares For         % of Shares Voted         Shares Against         Shares Abstaining           Broker Non-Votes

Janet F. Clark                   475,970,759               96.39%                      17,781,227                    840,997         26,470,824
Charles R. Crisp                 466,119,246               94.40%                      27,624,439                    849,298         26,470,824
Robert P. Daniels                472,871,867               95.77%                      20,869,286                    851,830         26,470,824
James C. Day                     466,516,865               94.48%                      27,220,066                    856,052         26,470,824
C. Christopher Gaut              471,478,146               95.49%                      22,262,755                    852,082         26,470,824
Michael T. Kerr                  490,051,761               99.12%                       4,326,557                    214,665         26,470,824
Julie J. Robertson               371,386,295               77.03%                     110,697,146                 12,509,542         26,470,824
Donald F. Textor                 455,438,989               92.24%                      38,298,934                    855,060         26,470,824
William R. Thomas                475,708,080               96.35%                      18,020,428                    864,475         26,470,824

Vote Results for Director Nominee Julie J. Robertson; Board Diversity



As indicated above, Julie J. Robertson received a higher number of "against"
votes relative to EOG's other nominees for director. Ms. Robertson has served as
a director of EOG since January 2019 and as Chairperson of the Nominating,
Governance and Sustainability Committee of the Board (Nominating Committee)
since April 2019.

Based on feedback from certain of its stockholders and other stakeholders, EOG
believes the vote totals with respect to Ms. Robertson were primarily due to
updated voting policies and guidelines of certain of EOG's stockholders
encouraging enhanced proxy statement disclosure regarding the racial/ethnic
composition of the Board and progress on board diversity efforts.

On April 27, 2021, EOG filed additional soliciting materials with the SEC to (i)
more clearly indicate that, while EOG currently has two female directors on the
Board, EOG does not currently have any racially or ethnically diverse Board
members and (ii) provide additional disclosure on EOG's board diversity efforts.
To further the progress made in recent years in increasing the diversity of the
Board, the Nominating Committee, under Ms. Robertson's leadership, and the Board
are actively seeking racially or ethnically diverse director candidates. In
addition, EOG will expand its future disclosures to include the racial/ethnic
composition of its Board.

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Vote Results - Ratification of Auditors

The appointment of Deloitte & Touche LLP, independent registered public accounting firm, as EOG's auditors for the year ending December 31, 2021, was ratified by EOG's stockholders, with votes as follows:



       Shares For              % of Shares Voted             Shares Against             Shares Abstaining             Broker Non-Votes
      518,013,383                   99.44%                     2,874,312                     176,112                         0

Vote Results - Proposed 2021 Stock Plan



The 2021 Stock Plan was approved by EOG's stockholders by the following vote:

       Shares For              % of Shares Voted             Shares Against             Shares Abstaining             Broker Non-Votes
      482,348,573                   97.55%                     12,067,353                    177,057                     26,470,824

Vote Results - "Say-on-Pay" Vote



With respect to the non-binding advisory vote on the compensation of EOG's named
executive officers, as disclosed in EOG's definitive proxy statement for the
2021 Annual Meeting, 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
      476,857,339                   96.47%                    17,414,404                   321,240                     26,470,824


Item 9.01       Financial Statements and Exhibits.

(d) Exhibits

10.1 EOG Resources, Inc. 2021 Omnibus Equity Compensation Plan, dated effective as of April 29, 2021 (incorporated by reference to Exhibit 4.4 to the Registrant's Registration Statement on Form S-8, SEC File No. 333- 255691 , filed April 30, 2021).



99.1    The section entitled "Item 3. Approval of EOG Resources, Inc. 2021
Omnibus Equity Compensation Plan" appearing on pages 64-73 of the Registrant's
Definitive Proxy Statement (incorporated by reference to pages 64-73 of the
Registrant's Definitive Proxy Statement, SEC File No. 001-09743, filed March 19,
2021).

104 Cover Page Interactive Data File (formatted as Inline XBRL).


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