Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
(a)On and effective September 22, 2015, the Board of Directors (Board) of EOG
Resources, Inc. (EOG) amended and restated EOG's Bylaws to implement a new
"proxy access" right for eligible stockholders whereby stockholders who qualify
and comply with the requirements set forth in the amended Bylaws can include
their own director nominees in EOG's proxy materials, along with the Board's
nominated candidates, for annual meetings of EOG stockholders, subject to the
terms and conditions of the amended Bylaws.
EOG has been engaged in discussions with a number of its stockholders regarding
proxy access. These discussions, which covered both a non-binding shareholder
proposal EOG had received for its 2015 annual meeting of stockholders (2015
Annual Meeting) as well as the public commitment (dated April 17, 2015) of EOG's
Board to implement proxy access as a new stockholder right, enabled EOG to gain
valuable feedback from its stockholders regarding proxy access, including
feedback as to the particular proxy access parameters that EOG's stockholders
view as appropriate.
The vote on the shareholder proposal at the 2015 Annual Meeting was effectively
split, with approximately 50 percent supporting the shareholder proposal and
approximately 50 percent opposing the shareholder proposal. Notwithstanding such
split vote, the Board remained committed to implementing an appropriate proxy
access right for EOG stockholders.
Accordingly, after taking into account the feedback received from EOG's
stockholders, their conflicting views regarding the shareholder proposal
considered at the 2015 Annual Meeting and EOG's circumstances, the Board has
designed a proxy access framework for EOG which it believes limits the potential
for abuse and misuse while also safeguarding the long-term interests of EOG and
its stockholders. In doing so, the Board concluded that several key proxy access
parameters that it had earlier been contemplating could be made more flexible in
order to expand the ease of use and availability of this new proxy access right.
Pursuant to EOG's adopted proxy access framework, a stockholder, or group of not
more than 20 stockholders, meeting specified eligibility requirements
(collectively, eligible stockholder) may submit director nominees for inclusion
as stockholder-nominated candidates in EOG's proxy materials for annual meetings
of EOG stockholders, rather than preparing and using their own proxy materials.
In order to be eligible to use these proxy access provisions, an eligible
stockholder must, among other requirements set forth in the amended Bylaws, have
owned 3% or more of EOG's outstanding common stock continuously for at least
three (3) years. Director nominees submitted pursuant to these provisions
(stockholder proxy access nominee) must meet specified criteria and the maximum
number of stockholder proxy access nominees that may be included in EOG's proxy
materials pursuant to the proxy access provisions may not exceed 20% of the
number of directors in office, as further described in the amended Bylaws. In
addition, an eligible stockholder generally may include a written statement, not
to exceed 500 words, in support of the candidacy of the stockholder proxy access
nominee proposed by the eligible stockholder.
The above-described proxy access provisions, which will first be available to
EOG stockholders in connection with EOG's 2016 annual meeting of stockholders
(2016 Annual Meeting), are subject to additional eligibility, procedural and
disclosure requirements set forth in Article II, Section 3 of the amended
Article II, Section 3 of the amended Bylaws was also amended with respect to the
disclosure and related requirements applicable to nominating stockholders and
nominees nominated pursuant to EOG's general advance notice provision
(stockholder nominee). Pursuant to the amendments, such stockholder nominees
will be expected to complete a customary questionnaire with respect to their
background and qualifications and provide customary representations and
agreements regarding compliance with EOG's corporate governance polices and
guidelines applicable to directors generally and commitments to, and
arrangements with, third parties related to the stockholder nominee's nomination
or service as a director. Certain other clarifying and conforming amendments and
other non-substantive changes were also made to the amended Bylaws.
Stockholders who nominate candidates using the proxy access mechanism will be
subject to the same advance notice deadline that applies to non-proxy access
stockholder nominations, as opposed to being subject to an earlier deadline.
Pursuant to the amended Bylaws, the window for receiving such notices will be
not later than 90 days, nor earlier than 120 days, prior to the first
anniversary of the date EOG's proxy statement for the prior year's annual
meeting of stockholders was first made available; the notice window in EOG's
previous Bylaws was based on the first anniversary of the prior year's annual
meeting of stockholders.
Accordingly, in order to be timely with respect to the 2016 Annual Meeting,
compliant notice given by eligible EOG stockholders with respect to a proxy
access director nomination, a non-proxy access director nomination or any other
business to be brought before the meeting by an EOG stockholder (other than a
Rule 14a-8 stockholder proposal), in each case pursuant to and subject to EOG's
amended Bylaws and applicable law, shall be delivered to EOG's Corporate
Secretary at EOG's principal executive offices at 1111 Bagby, Sky Lobby 2,
Houston, Texas 77002, no earlier than the close of business on November 20,
2015, and no later than the close of business on December 21, 2015.
The foregoing description of the amendments to EOG's Bylaws does not purport to
be complete and is qualified in its entirety by reference to EOG's amended and
restated Bylaws, which are filed as Exhibit 3.1 to this Form 8-K and are
incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
* 3.1 - Bylaws, as amended and restated effective as of September 22, 2015.
* Exhibit filed herewith
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