DEFA14A 1 d455851ddefa14a.htm DEFA14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No.  )

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Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐ | Preliminary Proxy Statement

☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐ | Definitive Proxy Statement

☑ | Definitive Additional Materials

☐ | Soliciting Material Pursuant to §240.14a-12

EOG Resources, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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☑ | No fee required.

☐ | Fee paid previously with preliminary materials.

☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

Your Vote Counts! EOG RESOURCES, INC. 2024 Annual Meeting Vote by May 21, 2024 11:59 PM ET EOG RESOURCES, INC. 1111 BAGBY SKY LOBBY 2 HOUSTON, TX 77002 V38027-P02190 You invested in EOG RESOURCES, INC. and it’s time to vote! You have the right to vote on proposals being presented at the Annual Meeting. This is an important notice regarding the availability of proxy material for the stockholders meeting to be held on May 22, 2024. Get informed before you vote View the Notice of Annual Meeting of Stockholders, 2024 Proxy Statement and 2023 Annual Report online OR you can receive a free paper or email copy of such materials by requesting prior to May 8, 2024. If you would like to request a copy of the materials for this and/or future stockholder meetings, you may (1) visit www.ProxyVote.com, (2) call 1-800-579-1639 or (3) send an email to sendmaterial@proxyvote.com. If sending an email, please include your control number (indicated below) in the subject line. Unless requested, you will not otherwise receive a paper or email copy. For complete information and to vote, visit www.ProxyVote.com Control # Smartphone users Point your camera here and vote without entering a control number Vote Virtually at the Meeting* May 22, 2024 2:00 p.m., Central Time Virtually at: www.virtualshareholdermeeting.com/EOG2024 *Please check the meeting materials for any special requirements for meeting attendance.

Vote at www.ProxyVote.com THIS IS NOT A VOTABLE BALLOT This is an overview of the proposals being presented at the upcoming stockholders meeting. Please follow the instructions on the reverse side to vote on these important matters. Board Voting Items Recommends 1. To elect nine directors of the Company to hold office until the 2025 annual meeting of stockholders and until their respective successors are duly elected and qualified. Nominees: 1a. Janet F. Clark For 1b. Charles R. Crisp For 1c. Robert P. Daniels For 1d. Lynn A. Dugle For 1e. C. Christopher Gaut For 1f. Michael T. Kerr For 1g. Julie J. Robertson For 1h. Donald F. Textor For 1i. Ezra Y. Yacob For 2. To ratify the appointment by the Audit Committee of the Board of Directors of Deloitte & Touche LLP, independent For registered public accounting firm, as auditors for the Company for the year ending December 31, 2024. 3. To approve, by non-binding vote, the compensation of the Company’s named executive officers. For Prefer to receive an email instead? While voting on www.ProxyVote.com, be sure to click “Delivery Settings”. V38028-P02190