UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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EOG RESOURCES, INC.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(c),(e) On December 17, 2020, the Board of Directors (Board) of EOG Resources, Inc. (EOG) appointed Ezra Y. Yacob as EOG’s President, effective January 4, 2021. Mr. Yacob, 44, has served as an Executive Vice President, Exploration and Production of EOG since December 2017. In his new position, Mr. Yacob will report to William R. Thomas, EOG’s Chairman of the Board and Chief Executive Officer.
Mr. Yacob, who joined EOG in August 2005, has also previously served as Vice President and General Manager of EOG’s Midland, Texas office (from May 2014 to December 2017), as Manager, Division Exploration in EOG’s Fort Worth, Texas and Midland, Texas offices (from March 2012 to May 2014) and in various geoscience and leadership positions.
In connection with the appointment of Mr. Yacob as EOG’s President, the Compensation Committee of the Board approved (i) a new annual base salary for Mr. Yacob of $650,000, effective January 4, 2021, and (ii) an increase in Mr. Yacob’s bonus target (as a percentage of his base salary) from 90% to 100%, effective beginning with his fiscal year 2021 compensation (in respect of his fiscal year 2021 performance).
In addition, the Compensation Committee approved a long-term incentive grant to Mr. Yacob, having an aggregate value of $650,000. Such aggregate value will be delivered:
| • | 60% in performance units, with the resulting number of units calculated as of the grant date of January 4, 2021 based on the closing price of EOG’s Common Stock on the New York Stock Exchange (NYSE) on such date, |
| • | 25% in restricted stock, with the resulting number of shares calculated as of the grant date of January 4, 2021 based on the closing price of EOG’s Common Stock on the NYSE on such date, and |
| • | 15% in stock-settled stock appreciation rights (SARs), with an exercise price equal to the closing price of EOG’s Common Stock on the NYSE on the January 4, 2021 grant date (and taking into account a restricted stock-to-SAR ratio of 2.45-to-1 consistent with Section 4.2(c)(ii) of the Amended and Restated EOG Resources, Inc. 2008 Omnibus Equity Compensation Plan (2008 Plan)), |
in each case, under the terms of the 2008 Plan and subject to EOG’s standard vesting and termination provisions for such grants. The grants of performance units, restricted stock and SARs will be reported on a Form 4 to be filed by Mr. Yacob within two business days after the January 4, 2021 grant date.
The press release announcing the appointment of Mr. Yacob issued by EOG on January 4, 2021 is filed as Exhibit 99.1 hereto.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| 99.1 | Press Release of EOG Resources, Inc. dated January 4, 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: January 4, 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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