EOG RESOURCES INC false 0000821189 0000821189 2025-02-07 2025-02-07

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 11, 2025 (February 7, 2025)

 

 

EOG RESOURCES, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   1-9743   47-0684736

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(I.R.S. Employer

Identification No.)

1111 Bagby, Sky Lobby 2

Houston, Texas 77002

(Address of principal executive offices) (Zip Code)

713-651-7000

(Registrant’s telephone number, including area code)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

  ☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

  ☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

  ☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

  ☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

  

Trading

symbol(s)

  

Name of each exchange

on which registered

Common Stock, par value $0.01 per share   EOG   New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

☐ Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

Item 5.02

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

(b) On February 7, 2025, Donald F. Textor informed the Board of Directors (Board) of EOG Resources, Inc. (EOG) of his decision to retire from the Board at the end of his current term and not stand for re-election as a director at EOG’s 2025 annual meeting of stockholders (2025 Annual Meeting). Mr. Textor’s current term will expire in conjunction with the 2025 Annual Meeting. Mr. Textor’s decision to retire and not stand for re-election is not as a result of any disagreement with EOG.

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

 

*99.1    Press Release of EOG Resources, Inc. dated February 11, 2025.
104    Cover Page Interactive Data File (formatted as Inline XBRL).

 

*

Exhibit filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

  

 

   EOG RESOURCES, INC.
Date: February 11, 2025  

 

   By:  

/s/ Ann D. Janssen

 

  

 

  

 

   Ann D. Janssen

 

  

 

  

 

   Executive Vice President and Chief Financial Officer (Principal Financial Officer and Duly Authorized Officer)

Exhibit 99.1

 

LOGO

February 11, 2025

Donald F. Textor to Retire from EOG Resources Board of Directors

HOUSTON - EOG Resources, Inc. (EOG) today announced that Donald F. Textor plans to retire from the Board of Directors at the end of his current term and not stand for re-election at EOG’s 2025 annual stockholders meeting. Textor was first elected a Director of EOG in 2001, following his retirement as a General Partner and Managing Director for Goldman, Sachs & Co. where he devoted a distinguished 21-year career as a senior security analyst for domestic oil and gas exploration and production (E&P) companies. During his service on EOG’s Board, Textor also leveraged his expertise in the energy industry as Portfolio Manager of the Dorset Energy Fund and a Partner of Knott Partners Management, LLC.

“On behalf of EOG and the Board, I would like to thank Don for his dedicated service to EOG over the past 24 years,” said Ezra Y. Yacob, Chairman and Chief Executive Officer. “Don’s counsel and support were integral to EOG’s success growing from a small E&P to become one of the largest and most successful independent E&P companies and a technology leader in the oil and gas sector. During his tenure, EOG successfully navigated multiple commodity price cycles and delivered exceptional shareholder value. We offer Don and his family our best wishes.”

About EOG

EOG Resources, Inc. (NYSE: EOG) is one of the largest crude oil and natural gas exploration and production companies in the United States with proved reserves in the United States and Trinidad. To learn more visit www.eogresources.com.

Investor Contacts

Pearce Hammond 713-571-4684

Neel Panchal 713-571-4884

Shelby O’Connor 713-571-4560

Media Contact

Kimberly Ehmer 713-571-4676