EOG Resources (EOG) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on May 20, 2026, with voting on director elections, auditor ratification, and executive compensation.

• Proxy materials are distributed electronically unless a printed copy is requested; voting can be done online, by phone, or by mail.

• Shareholders of record as of March 23, 2026, are entitled to vote; a live Q&A session will be held during the meeting.

Voting matters and shareholder proposals

• Shareholders will vote to elect nine directors, ratify Deloitte & Touche LLP as auditors for 2026, and approve a non-binding advisory vote on executive compensation.

• Shareholder proposals and director nominations for the 2027 meeting must be submitted by specified deadlines and follow detailed procedures.

Board of directors and corporate governance

• The board consists of nine directors, eight of whom are independent; average tenure is 8.4 years.

• Board committees (Audit, Compensation, Nominating) are composed solely of independent directors.

• The Chairman and CEO roles are combined; an independent presiding director provides additional oversight.

• Annual board and committee self-evaluations are conducted; board refreshment is ongoing, with three new directors added in the last five years.

• Corporate governance guidelines and codes of conduct are in place and publicly available.