EOG RESOURCES INC

For the period ended May 20, 2026. Filed Mar 27, 2026.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 20, 2026 · Filed Mar 27, 2026

EOG$147.13+1.5%Stored close · as of Nov 6, 2026

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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. )

Filed by the Registrant☑

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)

Payment of Filing Fee (Check all boxes that apply):

☑	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.

Notice of Annual Meeting of Stockholders

To our Stockholders:

NOTICE IS HEREBY GIVEN that the 2026 annual meeting of stockholders (“Annual Meeting”) of EOG Resources, Inc. will be held in a virtual-only format, via live webcast.

DATE & TIME			LOCATION - VIRTUAL			RECORD DATE
May 20, 20267:30 a.m. Central time			www.virtualshareholdermeeting.com/EOG2026			March 23, 2026

Voting Matters

At or before the Annual Meeting, we ask that you vote on the following items:

Item	BoardRecommendation	PageReference
To elect nine directors to hold office until the 2027 annual meeting of stockholders and until their respective successors are duly elected and qualified;	Vote FOR eachdirector nominee	12
To ratify the appointment by the Audit Committee of the Board of Directors of Deloitte & Touche LLP, independent registered public accounting firm, as our auditors for the year ending December 31, 2026;	Vote FOR	25
To hold a non-binding advisory vote on executive compensation; and	Vote FOR	62
To transact such other business as may properly come before the Annual Meeting or any adjournment thereof.

Holders of record of our Common Stock as of the close of business on March 23, 2026 (the “Record Date”) will be entitled to notice of, and to vote at, the Annual Meeting and any adjournments thereof. Beginning on or about March 27, 2026, the company is mailing a Notice Regarding the Availability of Proxy Materials (the “Notice of Internet Availability”) to our stockholders of record as of the Record Date containing instructions on how to access the proxy materials (including our 2025 annual report) via the Internet, as well as instructions on voting shares via the Internet; provided, however, that those stockholders who have previously requested a printed copy of our proxy materials will receive a full set of such materials (including the proxy card) in lieu of the Notice of Internet Availability. The Notice of Internet Availability also contains instructions on how to request a printed copy of the proxy materials by mail or an electronic copy of the proxy materials by email.

IMPORTANT: Stockholders will not be able to attend the Annual Meeting in person. The Annual Meeting will be held at www.virtualshareholdermeeting.com/EOG2026. To participate in, and vote at, the live webcast of the Annual Meeting, you must enter the 16-digit control number included in the Notice of Internet Availability, on your proxy card or in the voting instruction form provided to you with the proxy statement.

By Order of the Board of Directors,

Kelly H. Turner
Corporate Secretary
March 27, 2026

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.