Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(c), (e) As previously reported, on June 7, 2021, the Board of Directors
(Board) of EOG Resources, Inc. (EOG) appointed Ezra Y. Yacob as Chief Executive
Officer and principal executive officer of EOG and as a member of the Board of
EOG, in each case effective October 1, 2021.
In connection with the appointment of Mr. Yacob as Chief Executive Officer and
principal executive officer of EOG, the Compensation Committee of the Board
(Compensation Committee), at its meeting held on September 21, 2021, approved
(i) a new annual base salary for Mr. Yacob of $800,000, effective October 1,
2021, and (ii) a bonus target percentage for Mr. Yacob (expressed as a
percentage of his annual base salary in effect as of year-end 2021) of 125%, to
be effective October 1, 2021 and for his 2021 performance from October 1, 2021
through December 31, 2021. The Compensation Committee also confirmed that the
previously reported bonus target percentage for Mr. Yacob of 100% (expressed as
a percentage of his annual base salary in effect as of year-end 2021) would
apply to his 2021 performance from January 1, 2021 through September 30, 2021.
In addition, as part of the Compensation Committee's customary annual grant of
long-term incentive awards to each of EOG's executive officers, Mr. Yacob
received awards of performance units (i.e., restricted stock units with
performance-based conditions), restricted stock and stock-settled stock
appreciation rights (SARs) commensurate with his new position and
responsibilities, in each case (i) with a September 27, 2021 grant date,
(ii) subject to EOG's standard vesting and termination provisions for such
grants and (iii) under the terms of the EOG Resources, Inc. 2021 Omnibus Equity
Compensation Plan. The grants of performance units, restricted stock and SARs
will be reported on a Form 4 to be filed by Mr. Yacob within two business days
after the September 27, 2021 grant date.
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