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.
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| EOG RESOURCES, INC. | ||||
| Date: February 11, 2025 |
| By: | /s/ Ann D. Janssen | |||
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| Ann D. Janssen | |||
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| Executive Vice President and Chief Financial Officer (Principal Financial Officer and Duly Authorized Officer) | |||
