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EOG RESOURCES, INC.
May 3, 2005
TO THE SHAREHOLDERS:
1. | To elect eight directors of the Company to hold office until the next annual meeting of shareholders and until their respective successors are duly elected and qualified; |
2. | To ratify the appointment by the Audit Committee of the Board of Directors of Deloitte & Touche LLP, independent public accountants, as auditors for the Company for the year ending December 31, 2005; and |
3. | To approve an amendment to the Company’s Restated Certificate of Incorporation to increase the number of authorized shares of Common Stock. |
& Corporate Secretary
Houston, Texas
March 30, 2005
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EOG RESOURCES, INC.
PROXY STATEMENT
ITEM 1.
ELECTION OF DIRECTORS
![]() | GEORGE A. ALCORN, 72 Director since 2000 Mr. Alcorn has served as President of Alcorn Exploration, Inc. for more than the past five years. He is a past chairman of the Independent Petroleum Association of America and a founding member and past chairman of the Natural Gas Council. | |||||
![]() | CHARLES R. CRISP, 57 Director since 2002 Mr. Crisp’s principal occupation is investments. Mr. Crisp was President and Chief Executive Officer and a Director of Coral Energy, LLC, a subsidiary of Shell Oil Company from 1999 until his retirement in November 2000, and President and Chief Operating Officer and a Director from January 1998 through February 1999. Mr. Crisp is also a director of AGL Resources Inc., an energy services holding company. | |||||
![]() | MARK G. PAPA, 58 Director since 1998 Mr. Papa was elected Chairman of the Board and Chief Executive Officer (“CEO”) of the Company in August 1999, President and CEO and Director in September 1998, President and Chief Operating Officer in September 1997, President in December 1996 and was President-North America Operations from February 1994 to September 1998. Mr. Papa joined Belco Petroleum Corporation, a predecessor of the Company, in 1981. Mr. Papa is also a director of Oil States International, Inc., an oilfield services company, a director of Magellan Midstream Partners LP, a pipeline and terminal company, and Chairman of the U.S. Oil and Gas Association. | |||||
![]() | EDMUND P. SEGNER, III, 51 Director since 1999 Mr. Segner became President and Chief of Staff and Director of the Company in August 1999. He became Vice Chairman and Chief of Staff in September 1997. He was also a Director of the Company from January 1997 to October 1997. Mr. Segner is the Company’s principal financial officer. |
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![]() | WILLIAM D. STEVENS, 70 Director since 2004 Mr. Stevens is currently retired. He served as President and Chief Operating Officer of Mitchell Energy and Development Corporation from 1994 until his retirement in 2002, having also served as a Board member since 1992. | |||||
![]() | H. LEIGHTON STEWARD, 70 Director since 2004 Mr. Steward is author-partner of Sugar Busters, LLC. He retired from Burlington Resources in 2000, where he had served as Vice Chairman since 1997. | |||||
![]() | DONALD F. TEXTOR, 58 Director since 2001 Mr. Textor’s principal occupation is Portfolio Manager of the Dorset Energy Fund and a Partner of Knott Partners LLC. Previously, Mr. Textor was a partner and managing director at Goldman Sachs until his retirement in March 2001. | |||||
![]() | FRANK G. WISNER, 66 Director since 1997 Mr. Wisner has served as Vice Chairman of External Affairs of American International Group Inc. since 1997, following his retirement as U.S. Ambassador to India. Mr. Wisner is also a director of Ethan Allen Interiors Inc. |
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Security Ownership of Certain Beneficial Owners on December 31, 2004
Name and Address of Beneficial Owner | Number of Shares | Percent of Class | ||||||||
---|---|---|---|---|---|---|---|---|---|---|
Davis Selected Advisors, L.P. (2) 609 Fifth Ave New York, NY 10017 | 12,070,673 | 10.15 | % | |||||||
Capital Research & Management Co. (3) 333 South Hope Street Los Angeles, CA 90071 | 10,554,000 | 8.87 | % |
(1) | Number of shares presented as of December 31, 2004 is not adjusted for the two-for-one stock split effective March 1, 2005. |
(2) | In its Schedule 13G filed March 3, 2005 with respect to its securities as of December 31, 2004, Davis Selected Advisors, L.P. states that it has sole voting power as to 12,070,673 shares, shared voting power as to no shares, sole dispositive power with respect to 12,070,673 shares and shared dispositive power with respect to no shares. |
(3) | In its Schedule 13G filed February 9, 2005 with respect to its securities as of December 31, 2004, Capital Research & Management Co. states that it has sole voting power as to no shares, shared voting power as to no shares, sole dispositive power with respect to 10,554,000 shares and shared dispositive power with respect to no shares. |
Security Ownership of the Board of Directors and Management on March 2, 2005
Title of Class | Name | Shares Beneficially Owned (1) | Options Exercisable by 5-1-05 | Phantom Shares (2) | Total Ownership (3) | |||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
EOG Resources, Inc. Common Stock | George A. Alcorn | 5,300 | 0 | 0 | 5,300 | |||||||||||||||||||||
Charles R. Crisp | 6,000 | 21,000 | 1,152 | 28,152 | ||||||||||||||||||||||
Barry Hunsaker, Jr. | 47,868 | 112,000 | 15,762 | 175,630 | ||||||||||||||||||||||
Loren M. Leiker | 116,507 | 88,000 | 27,550 | 232,057 | ||||||||||||||||||||||
Mark G. Papa | 540,224 | 1,180,130 | 188,174 | 1,908,528 | ||||||||||||||||||||||
Edmund P. Segner, III | 368,871 | 0 | 42,335 | 411,206 | ||||||||||||||||||||||
William D. Stevens | 1,600 | 0 | 0 | 1,600 | ||||||||||||||||||||||
H. Leighton Steward | 30,588 | 0 | 1,660 | 32,248 | ||||||||||||||||||||||
Donald F. Textor | 20,000 | 49,000 | 10,102 | 79,102 | ||||||||||||||||||||||
Gary L. Thomas | 208,533 | 312,000 | 27,550 | 548,083 | ||||||||||||||||||||||
Frank G. Wisner | 0 | 96,000 | 10,199 | 106,199 | ||||||||||||||||||||||
All directors and executive officers as a Group (12 in number) | 1,362,141 | 1,858,130 | 330,072 | 3,550,343 |
(1) | Includes shares for which the person directly or indirectly has sole or shared voting and investment power, shares held under the EOG Resources, Inc. Savings Plan (the “Savings Plan”) for which the participant has sole voting and investment power, and restricted shares held under the EOG Resources, Inc. 1992 Stock Plan (the “1992 Stock Plan”) for which the participant has sole voting power and no investment power until such shares vest in accordance with plan provisions. |
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(2) | Includes restricted stock units held under the 1992 Stock Plan for which the participant has no voting or investment power until such units vest and are released as shares in accordance with plan provisions. Also includes shares held in the Phantom Stock Account of the EOG Resources, Inc. 1996 Deferral Plan (the “1996 Deferral Plan”) for which the participant has a vested right, but has no voting or investment power until such shares are released in accordance with plan provisions and the participant’s deferral election. |
(3) | No director or officer of the Company owns or has the right to acquire more than 1% of the outstanding Common Stock. |
Board of Directors and Committees
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the Company is then seeking for new members of the Board of Directors. Accordingly, the Nominating Committee has been directed to include in the information that it seeks from potential nominees to the Board of Directors whether that person has the knowledge, background and experience to qualify as an Audit Committee Financial Expert and to consider such qualifications when proposing nominees for the Board of Directors. The Audit Committee has the sole authority to appoint independent public accountants as auditors for the Company and reviews, as deemed appropriate, the scope of the audit, the accounting policies and reporting practices, the system of internal controls, compliance with policies regarding business conduct and other matters. The Audit Committee met seven times during the year ended December 31, 2004, and is currently composed of Messrs. Textor (Chairman), Alcorn, Crisp, Stevens, Steward and Wisner.
REPORT OF THE AUDIT COMMITTEE
George A. Alcorn
Charles R. Crisp
William D. Stevens
H. Leighton Steward
Frank G. Wisner
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REPORT FROM THE COMPENSATION COMMITTEE REGARDING
EXECUTIVE COMPENSATION
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Charles R. Crisp
William D. Stevens
H. Leighton Steward
Donald F. Textor
Frank G. Wisner
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COMPARATIVE STOCK PERFORMANCE
1. | $100 was invested on December 31, 1999 in Common Stock of EOG, the Standard & Poors 500 and a peer group of independent exploration and production companies (the “Peer Group”). |
2. | The investments in the Peer Group are weighted based on the market capitalization of each individual company within the Peer Group at the beginning of each year. |
3. | Dividends are reinvested on the ex-dividend dates. |
COMPARATIVE TOTAL RETURNS
Comparison of Five-Year Cumulative Total Return
EOG Resources Inc., Standard & Poors 500 and Peer Group
(Performance Results December 31, 1999 Through December 31, 2004)
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1999 | 2000 | 2001 | 2002 | 2003 | 2004 | |||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
EOG Resources, Inc. | $ | 100.00 | $ | 317.92 | $ | 228.55 | $ | 234.31 | $ | 272.24 | $ | 422.54 | ||||||||||||||
Peer Group | $ | 100.00 | $ | 126.49 | $ | 103.01 | $ | 105.64 | $ | 133.57 | $ | 179.57 | ||||||||||||||
Standard & Poors 500 | $ | 100.00 | $ | 89.86 | $ | 78.14 | $ | 59.88 | $ | 75.68 | $ | 82.49 |
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COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
Director Compensation
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Executive Compensation
SUMMARY COMPENSATION TABLE
Annual Compensation | Long-Term Compensation | |||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Name & Principal Position | Year | Salary | Bonus | Other Annual Compensation (1) | Restricted Stock Awards (2) | Securities Underlying Options (3) | LTIP Payouts | All Other Compensation (4) | ||||||||||||||||||||||||||
Mark G. Papa | 2004 | $ | 905,538 | $ | 846,000 | $ | 41,242 | $ | 825,034 | 270,000 | $ | 0 | $ | 234,831 | ||||||||||||||||||||
Chairman and Chief | 2003 | $ | 813,846 | $ | 550,000 | $ | 23,807 | $ | 5,443,038 | 300,000 | $ | 0 | $ | 203,077 | ||||||||||||||||||||
Executive Officer | 2002 | $ | 733,654 | $ | 0 | (5) | $ | 20,827 | $ | 883,678 | 514,130 | $ | 0 | $ | 204,106 | |||||||||||||||||||
Edmund P. Segner, III | 2004 | $ | 478,854 | $ | 516,000 | $ | 17,356 | $ | 220,038 | 90,000 | $ | 0 | $ | 121,328 | ||||||||||||||||||||
President and | 2003 | $ | 468,854 | $ | 440,000 | $ | 13,406 | $ | 559,009 | 100,000 | $ | 0 | $ | 113,078 | ||||||||||||||||||||
Chief of Staff | 2002 | $ | 459,239 | $ | 380,000 | $ | 12,986 | $ | 157,529 | 120,000 | $ | 0 | $ | 116,078 | ||||||||||||||||||||
Loren M. Leiker | 2004 | $ | 428,077 | $ | 480,600 | $ | 19,440 | $ | 220,038 | 90,000 | $ | 0 | $ | 113,712 | ||||||||||||||||||||
Executive Vice President, | 2003 | $ | 382,692 | $ | 440,000 | $ | 11,955 | $ | 524,517 | 100,000 | $ | 0 | $ | 89,804 | ||||||||||||||||||||
Exploration & Development | 2002 | $ | 340,385 | $ | 288,000 | $ | 9,542 | $ | 112,525 | 120,000 | $ | 0 | $ | 84,462 | ||||||||||||||||||||
Gary L. Thomas | 2004 | $ | 428,077 | $ | 480,600 | $ | 13,092 | $ | 220,038 | 90,000 | $ | 0 | $ | 113,712 | ||||||||||||||||||||
Executive Vice President, | 2003 | $ | 382,692 | $ | 440,000 | $ | 10,973 | $ | 524,517 | 100,000 | $ | 0 | $ | 89,804 | ||||||||||||||||||||
Operations | 2002 | $ | 340,385 | $ | 288,000 | $ | 9,812 | $ | 112,525 | 120,000 | $ | 0 | $ | 84,462 | ||||||||||||||||||||
Barry Hunsaker, Jr. | 2004 | $ | 354,462 | $ | 263,520 | $ | 15,019 | $ | 110,019 | 40,000 | $ | 0 | $ | 77,919 | ||||||||||||||||||||
Senior Vice President | 2003 | $ | 326,154 | $ | 220,000 | $ | 10,847 | $ | 277,273 | 50,000 | $ | 0 | $ | 58,500 | ||||||||||||||||||||
and General Counsel | 2002 | $ | 305,577 | $ | 184,000 | $ | 9,059 | $ | 66,031 | 50,000 | $ | 0 | $ | 47,537 |
(1) | Other Annual Compensation includes cash perquisite allowances and reimbursement for payment of taxes resulting from Company requested spouse travel. No Named Officer had “Perquisites and Other Personal Benefits” with a value greater than the lesser of $50,000 or 10% of reported salary and bonus. The Company maintains the 1996 Deferral Plan under which payment of base salary and annual bonus may be deferred to a later specified date. Since the 1996 Deferral Plan does not credit above-market or preferential earnings, no such earnings have been reported as Other Annual Compensation. |
(2) | Following is the aggregate number of shares of unreleased restricted stock and restricted stock units and their value as of December 31, 2004 (adjusted for the two-for-one stock split effective March 1, 2005), for each of the Named Officers: Mr. Papa, 498,868 shares/units valued at $17,799,610; Mr. Segner, 115,542 shares/units valued at $4,122,539; Mr. Leiker, 107,550 shares/units valued at $3,837,384; Mr. Thomas, 107,550 shares/units valued at $3,837,384; and Mr. Hunsaker, 55,762 shares/units valued at $1,989,588. Dividend equivalents accrue from the date of grant and become payable effective with the vesting date of the shares. All restricted stock and restricted stock units granted to the other Named Officers vest five years from date of grant. Of Mr. Papa’s restricted stock and restricted stock units, 86,330 vest in one-third increments after three, four and five years, and the remainder vest five years from date of grant. Upon the date a press release is issued announcing a pending Shareholder vote, tender offer, or other transaction which, if approved or consummated, would constitute a change of control of the Company as defined in the Company’s Change of Control Severance Plan, all restrictions placed on each share of non-vested restricted stock or restricted stock unit shall lapse and such shares will become fully vested released securities. |
(3) | The number of options granted is adjusted for the two-for-one stock split effective March 1, 2005. |
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(4) | Includes matching contributions under the Savings Plan, Company contributions on behalf of each employee to the Money Purchase Pension Plan and Company contributions on behalf of each employee to the 1996 Deferral Plan. |
(5) | Mr. Papa’s 2002 bonus did not have a cash component. |
Stock Option Grants During 2004
2004 Grants | |||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Name/Group | Options/ SARs Granted (#)(1)(2)(3) | Percent of Total Options Granted to Employees in Fiscal Year | Average Option Price Per Share (1) | Expiration Date | Grant Date Present Value (4) | ||||||||||||||||||
Named Officers | |||||||||||||||||||||||
Mark G. Papa | 270,000 | 10.7 | % | $ | 32.45 | 08/03/14 | $ | 2,955,150 | |||||||||||||||
Edmund P. Segner, III | 90,000 | 3.6 | % | $ | 32.45 | 08/03/14 | $ | 985,050 | |||||||||||||||
Loren M. Leiker | 90,000 | 3.6 | % | $ | 32.45 | 08/03/14 | $ | 985,050 | |||||||||||||||
Gary L. Thomas | 90,000 | 3.6 | % | $ | 32.45 | 08/03/14 | $ | 985,050 | |||||||||||||||
Barry Hunsaker, Jr. | 40,000 | 1.6 | % | $ | 32.45 | 08/03/14 | $ | 437,800 |
(1) | The number of options granted and average option price per share are adjusted for the two-for-one stock split effective March 1, 2005. |
(2) | Upon the date a press release is issued announcing a pending shareholder vote, tender offer, or other transaction which, if approved or consummated, would constitute a change of control of the Company as defined in the Company’s Change of Control Severance Plan, stock options shall vest and be fully exercisable. |
(3) | Stock options awarded on August 3, 2004 vest at the cumulative rate of 25% per year, commencing on the first anniversary of the date of grant. |
(4) | Beginning in August 2004, EOG’s stock options contain a feature that limits the potential gain that can be realized by requiring vested options to be exercised if the market price reaches 200% of the grant price for five consecutive trading days (“capped option”). The grant date present value of each capped option grant is estimated using a Monte Carlo Simulation Model assuming a dividend yield of 0.4%, expected volatility of 31%, risk-free interest rate of 4.24% and a weighted average expected life of 4.83 years. Based on the Monte Carlo Simulation Model, using the above assumptions, the value of the options granted on August 3, 2004 is $10.945 per share (adjusted for the two-for-one stock split effective March 1, 2005). The actual value, if any, an optionee may realize will depend on the excess of the Company’s stock price over the exercise price on the date the option is exercised. |
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Aggregated Stock Option/SAR Exercises During 2004 and Stock Option/SAR Values as of December 31, 2004
Number of Securities Underlying Unexercised Options/SARs at December 31, 2004 (1)(2) | Value of Unexercised In-the-Money Options/SARs at December 31, 2004 (1) | |||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Name | Shares Acquired on Exercise (2) | Value Realized | Exercisable | Unexercisable | Exercisable | Unexercisable | ||||||||||||||||||||||
Mark G. Papa | 420,000 | $ | 8,259,510 | 1,280,130 | 654,000 | $ | 25,896,790 | $ | 7,580,550 | |||||||||||||||||||
Edmund P. Segner, III | 446,924 | $ | 6,284,475 | 0 | 228,000 | $ | 0 | $ | 2,706,900 | |||||||||||||||||||
Loren M. Leiker | 185,000 | $ | 3,538,074 | 158,000 | 218,000 | $ | 2,832,630 | $ | 2,526,850 | |||||||||||||||||||
Gary L. Thomas | 280,000 | $ | 6,578,531 | 392,000 | 218,000 | $ | 8,242,675 | $ | 2,526,850 | |||||||||||||||||||
Barry Hunsaker, Jr. | 113,440 | $ | 2,208,312 | 112,000 | 98,000 | $ | 2,043,473 | $ | 1,135,840 |
(1) | There are no SARs applicable to the Named Officers. |
(2) | The number of shares acquired on exercise and the unexercised options at December 31, 2004 are adjusted for the two-for-one stock split effective March 1, 2005. |
Retirement and Supplemental Benefit Plans
Severance Plans/Change of Control Provisions
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of Control Severance Plan provides reimbursement for any excise tax, interest and penalties incurred if payments or benefits received due to a change of control would be subject to an excise tax under Section 4999 of the Internal Revenue Code.
Employment Contracts
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Section 16(a) Beneficial Ownership Reporting Compliance
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ITEM 2.
RATIFICATION OF APPOINTMENT OF AUDITORS
General
Ratification of Appointment for 2005
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The Board of Directors recommends voting “FOR” this proposal.
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ITEM 3.
APPROVAL OF AN AMENDMENT TO THE COMPANY’S RESTATED CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES
General
Reasons for the Proposed Amendment
• | corporate transactions, such as stock splits or stock dividends; |
• | financing transactions, such as public offerings of Common Stock or convertible securities; |
• | acquisitions; |
• | strategic investments; |
• | incentive and employee benefit plans; and |
• | otherwise for corporate purposes that have not yet been identified. |
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result of a stock split or other pro rata distribution to stockholders) would result in a significant dilution of the beneficial ownership interests and/or voting power of each stockholder who does not purchase additional shares to maintain his or her pro rata interest. As additional shares are issued, the shares owned by existing stockholders would represent a smaller percentage ownership interest in the Company.
The Board of Directors recommends voting “FOR” this proposal.
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SHAREHOLDER PROPOSALS AND DIRECTOR NOMINATIONS
Proposals for 2006 Annual Meeting
Nominations for 2006 Annual Meeting and for Any Special Meetings
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director, all information relating to the person that is required to be disclosed in solicitations for proxies for election of directors, or is otherwise required, pursuant to Regulation 14A under the Exchange Act (including the written consent of such person to be named in the proxy statement as a nominee and to serve as a director if elected); and (b) as to the shareholder giving the notice (i) the name and address, as they appear of record on the Company’s books, of such shareholder, and (ii) the class and number of shares of capital stock of the Company which are beneficially owned by the shareholder. In the event a person is validly designated as a nominee to the Board of Directors and shall thereafter become unable or unwilling to stand for election to the Board of Directors, the Board of Directors or the shareholder who proposed such nominee, as the case may be, may designate a substitute nomine e. Notwithstanding the foregoing bylaw provisions, a shareholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in the foregoing bylaw provisions.
GENERAL
PATRICIA L. EDWARDS
Vice President, Human Resources,
Administration & Corporate Secretary
Houston, Texas
March 30, 2005
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APPENDIX A
CERTIFICATE OF AMENDMENT
of
RESTATED CERTIFICATE OF INCORPORATION
of
EOG RESOURCES, INC.
“NOW, THEREFORE, BE IT RESOLVED, that the Restated Certificate of Incorporation be amended by deleting Paragraph A. of Article Fourth thereof in its entirety and substituting the following in its entirety therefore: |
“FOURTH: A. The total number of shares of all classes of stock that the Corporation shall have the authority to issue is Six Hundred Fifty Million (650,000,000) shares, consisting of Six Hundred Forty Million (640,000,000) shares of common stock, par value $.01 per share (hereinafter referred to as “Common Stock”) and Ten Million (10,000,000) shares of preferred stock, par value $.01 per share (hereinafter referred to as “Preferred Stock”).” |
Name:
Title:
A-1
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SUITE 4690 - 9th FLOOR
JERSEY CITY, NJ 07303
VOTE BY INTERNET - www.proxyvote.com
VOTE BY PHONE - 1-800-690-6903
VOTE BY MAIL
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: | EOGRS1 | KEEP THIS PORTION FOR YOUR RECORDS |
DETACH AND RETURN THIS PORTION ONLY | ||
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. |
EOG RESOURCES, INC.
Directors Vote | |||||||||||
1. | To elect eight directors of the Company to hold office until the next annual meeting of shareholders and until their respective successors are duly elected and qualified; | For | Withhold | For All | To withhold authority to vote, mark “For All Except” and write the nominee’s number on the line below. | ||||||
01) 02) 03) 04) | George A. Alcorn Charles R. Crisp Mark G. Papa Edmund P. Segner, III | 05) 06) 07) 08) | William D. Stevens H. Leighton Steward Donald F. Textor Frank G. Wisner | All ¡ | All ¡ | Except ¡ | |||||
Vote on Proposals | For | Against | Abstain | ||||||||
2. | To ratify the appointment by the Audit Committee of the Board of Directors of Deloitte & Touche LLP, independent public accountants, as auditors for the Company for the year ending December 31, 2005; | ¡ | ¡ | ¡ | |||||||
3. | To approve an amendment to the Company’s Restated Certificate of Incorporation to increase the number of authorized shares of Common Stock. | ¡ | ¡ | ¡ | |||||||
IF A SHAREHOLDER SIGNS AND RETURNS THIS PROXY BUT DOES NOT GIVE VOTING INSTRUCTIONS, THOSE SHARES WILL BE VOTED FOR THE ELECTION OF ALL THE DIRECTORS NAMED IN PROPOSAL 1 AND FOR PROPOSALS 2 AND 3. | |||||||||||
Holders of record of Common Stock of the Company at the close of business on March 7, 2005, will be entitled to notice of and to vote at the meeting or any adjournments thereof. | |||||||||||
Shareholders who do not expect to attend the meeting are encouraged to vote via the Internet, vote by phone or vote by returning a signed proxy card. |
By Order of the Board of Directors, | ||
PATRICIA L. EDWARDS | ||
Houston, Texas March 30, 2005 | Vice President, Human Resources, Administration & Corporate Secretary |
Signature [PLEASE SIGN WITHIN BOX] | Date | Signature (Joint Owners) | Date |
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EOG RESOURCES, INC.
NOTICE OF ANNUAL MEETING/PROXY STATEMENT
MAY 3, 2005
The enclosed form of proxy is solicited by the Board of Directors of EOG Resources, Inc. (the “Company” or “EOG”) to be used at the annual meeting of shareholders to be held in the LaSalle “A” Ballroom of the Doubletree Hotel at Allen Center, 400 Dallas Street, Houston, Texas, at 2:00 p.m. Houston time on Tuesday, May 3, 2005 (the “Annual Meeting”). The mailing address of the principal executive offices of the Company is 333 Clay Street, Suite 4200, Houston, Texas 77002. This proxy statement and the related proxy are to be first sent or given to the shareholders of the Company on approximately March 30, 2005. Any shareholder giving a proxy may revoke it at any time provided written notice of such revocation is received by the Vice President, Human Resources, Administration & Corporate Secretary of the Company before such proxy is voted; otherwise, if received in time, properly completed proxies will be voted at the Annual Meeting in accordance with the instructions specified thereon. If a shareholder signs and returns a proxy but does not give voting instructions, those shares will be voted as recommended by the Board of Directors, which is FOR the election of the nominees for director named in this proxy statement; FOR the ratification of the appointment of Deloitte & Touche LLP, independent public accountants, as auditors for the Company for the year ended December 31, 2005; and FOR the amendment to the Company’s Restated Certificate of Incorporation to increase the number of authorized shares of Common Stock. Shareholders attending the Annual Meeting may revoke their proxies and vote in person.
Holders of record at the close of business on March 7, 2005, of Common Stock of the Company, par value $.01 per share (the “Common Stock”), will be entitled to one vote per share on all matters submitted to the meeting. On March 7, 2005, the record date, there were outstanding 238, 981, 689 shares of Common Stock. There are no other voting securities outstanding.
The Company’s annual report for the year ended December 31, 2004, is being mailed herewith to all shareholders entitled to vote at the Annual Meeting. However, the annual report does not constitute a part of the proxy soliciting materials.
TO THE SHAREHOLDERS:
Notice is hereby given that the annual meeting of shareholders of EOG Resources, Inc. (the “Company”) will be held in the LaSalle “A” Ballroom of the Doubletree Hotel at Allen Center, 400 Dallas Street, Houston, Texas, at 2:00 p.m. Houston time on Tuesday, May 3, 2005, for the purposes stated on the reverse.
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