8-K

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): June 7, 2021

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. ☐

EOG RESOURCES, INC.

Item 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b), (c), (d) 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.

Also on June 7, 2021, the Board appointed Lloyd W. Helms, Jr., currently Chief Operating Officer of EOG, as President and Chief Operating Officer of EOG, effective October 1, 2021.

William R. Thomas, who has served as the Chief Executive Officer of EOG since July 2013 and as EOG’s Chairman of the Board since January 2014, will retire as Chief Executive Officer and principal executive officer of EOG and as an employee of EOG, in each case effective September 30, 2021. Mr. Thomas will continue to serve as a member of the Board and, effective October 1, 2021, will assume the role of non-executive Chairman of the Board.

Mr. Yacob, 45, has served as President of EOG since January 2021 and previously served as Executive Vice President, Exploration and Production of EOG from December 2017 to January 2021. Mr. Yacob also previously served as Vice President and General Manager of EOG’s Midland, Texas office from May 2014 to December 2017 and in various other geoscience and leadership positions since joining EOG in August 2005.

Mr. Helms, 63, has served as Chief Operating Officer of EOG since December 2017 and previously served as Executive Vice President, Exploration and Production of EOG from August 2013 to December 2017 and as EOG’s Executive Vice President, Operations from February 2012 to August 2013. Prior to that, Mr. Helms held positions of increasing responsibility in multiple EOG offices since joining a predecessor of EOG in February 1981.

For additional information and discussion, see the press release issued by EOG on June 7, 2021, which is filed as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 9.01    Financial Statements and Exhibits.

(d)    Exhibits

99.1    Press Release of EOG Resources, Inc. dated June 7, 2021.

104    Cover Page Interactive Data File (formatted as Inline XBRL).

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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. (Registrant)
Date:  June 7, 2021	By:	/s/ TIMOTHY K. DRIGGERS Timothy K. Driggers Executive Vice President and Chief Financial Officer (Principal Financial Officer and Duly Authorized Officer)

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EX-99.1

EXHIBIT 99.1

June 7, 2021

EOG Resources Announces Management Succession Plan

HOUSTON – EOG Resources, Inc. (EOG) today announced that Ezra Y. Yacob will become EOG’s Chief Executive Officer and join the Board of Directors, and that Lloyd W. “Billy” Helms, Jr., EOG’s Chief Operating Officer, will be appointed to the additional role of President. Both promotions will be effective October 1, 2021. After 42 years with the company and serving as CEO since 2013, William R. “Bill” Thomas will retire and assume the role of Non-Executive Chairman of the Board as part of the succession plan.

“We are excited to have someone of Ezra’s talent and experience lead EOG forward,” said Thomas. “Ezra’s career with EOG began in 2005 at the dawn of the shale oil and gas era, and I believe he is one of the industry’s foremost experts in the exploration and development of unconventional resources. In keeping with EOG’s unique culture, he has leveraged experience gained working on and leading cross-functional teams throughout his career with EOG. Ezra is a natural leader with a proven track record of success that compliments his strong financial and technical skills.”

“I am honored to succeed Bill in leading this exceptional team,” said Yacob. “Year after year, for more than eight years, Bill has set and re-set the standard for EOG’s operational and financial performance ever higher. He established our “premium well” standard, one of the most strict investment hurdle rates in the industry, which became an incredible catalyst that tapped the EOG culture of creative thinking and innovation that continues to propel the economics of EOG’s business higher. EOG is in the best shape of its history and I am humbled and excited to expand on Bill’s legacy of leading a great team to high performance through serving leadership.”

“Billy Helms is the champion of utilizing innovation to constantly improve the company,” said Thomas. “Billy has held many leadership roles in his 40-year career with EOG, demonstrating a distinctive ability to encourage new ideas from our employees across multiple disciplines - innovative ideas that utilize in-field technology, information technology, and new processes to drill better wells for lower cost, more safely and with lower emissions. He then sees the very best of those ideas through to execution across the company. Billy was instrumental in EOG’s recently announced net zero ambition as well as EOG’s historic merger with Yates Petroleum in 2016.

“Both Ezra and Billy exemplify EOG’s unique culture,” Thomas continued. “The future of EOG is in great hands.”

Most recently President, Ezra Yacob has 21 years of industry experience and 16 years of service with EOG. Prior to joining the headquarters executive management team as Executive Vice President, Exploration and Production, he was Vice President and General Manager of EOG’s Midland office and managed the company’s Permian Basin exploration and development activities from 2014 to 2017. Yacob has held various geoscience and leadership positions in EOG’s Fort Worth and Midland offices since joining EOG in 2005. Prior to EOG, he worked at the United States Geological Survey for five years. Yacob holds a Bachelor of Science degree in Geology from the University of Puget Sound, a Master of Science degree in Geology from the Colorado School of Mines and a Master of Business Administration degree from the University of Texas at Tyler.

Billy Helms has over 40 years of service with EOG and has served as Chief Operating Officer for the company since 2017. Prior to that, he was responsible for EOG’s operations across multiple offices along with the company’s Engineering and Acquisitions and Business Development functions as Executive Vice President, Exploration and Production. Before joining the headquarters executive management team in 2012, he managed EOG’s exploration and development activities in Canada and held positions of increasing responsibility in both the Midland and Houston offices. Helms joined an EOG predecessor company in 1981 and holds a Bachelor of Science degree in Petroleum Engineering from Texas Tech University.

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

David Streit 713-571-4902

Neel Panchal 713-571-4884

Media and Investor Contact

Kimberly Ehmer 713-571-4676

XML

Document and Entity Information Document	Jun. 07, 2021
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jun. 07, 2021
Entity Registrant Name	EOG RESOURCES, INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	1-9743
Entity Tax Identification Number	47-0684736
Entity Address, Address Line One	1111 Bagby
Entity Address, Address Line Two	Sky Lobby 2
Entity Address, City or Town	Houston
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77002
City Area Code	713
Local Phone Number	651-7000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	EOG
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0000821189
Amendment Flag	false