EOG RESOURCES INC (EOG)
Sector: Energy
2026 Annual Meeting Analysis
EOG RESOURCES INC · Meeting: May 20, 2026
Directors FOR
9
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Chandler joined the board in December 2025, which is within the 24-month new-director exemption window, so the TSR performance trigger does not apply; he holds 2 other public board seats, which is within the permitted limit, and has strong relevant financial expertise in the energy sector.
Clark has served since 2014 and holds 1 other public board seat; EOG's 3-year price return of 58.5% is strong positive (above +20%), and the gap versus the S&P 500 (^GSPC — S&P 500) is only -1.9 percentage points, far below the 65-percentage-point threshold required to trigger an against vote, so no TSR concern applies.
Crisp has served since 2002 and holds 1 other public board seat (ICE subsidiary seats are wholly-owned subsidiaries, not separate public companies); the 3-year TSR gap versus the S&P 500 (^GSPC — S&P 500) of -1.9 percentage points is far below the 65-percentage-point trigger threshold for strong positive returns, so no TSR concern applies.
Daniels has served since 2017, holds no other public company board seats, and the 3-year TSR gap versus the S&P 500 (^GSPC — S&P 500) of -1.9 percentage points is far below the 65-percentage-point trigger threshold for strong positive absolute returns.
Dugle joined in 2023 and holds 3 other public board seats, which is within the permitted limit of 4; the 3-year TSR gap versus the S&P 500 (^GSPC — S&P 500) of -1.9 percentage points is far below the 65-percentage-point trigger threshold, and she joined less than 3 years ago so any tenure-based concern is further mitigated.
Gaut has served since 2017 and holds no other public board seats following his retirement from Forum Energy Technologies in May 2025; the 3-year TSR gap versus the S&P 500 (^GSPC — S&P 500) of -1.9 percentage points is far below the 65-percentage-point trigger threshold for strong positive absolute returns.
Kerr has served since 2020, holds 1 other public board seat, and the 3-year TSR gap versus the S&P 500 (^GSPC — S&P 500) of -1.9 percentage points is far below the 65-percentage-point trigger threshold for strong positive absolute returns.
Robertson has served since 2019, holds 2 other public board seats, and the 3-year TSR gap versus the S&P 500 (^GSPC — S&P 500) of -1.9 percentage points is far below the 65-percentage-point trigger threshold for strong positive absolute returns.
Yacob, the CEO and Chairman, has served as a director since 2021, holds no other public board seats, and the 3-year TSR gap versus the S&P 500 (^GSPC — S&P 500) of -1.9 percentage points is far below the 65-percentage-point trigger threshold for strong positive absolute returns; as an executive director he is subject to the same TSR test as other directors, which he passes.
All nine director nominees pass every policy screen: no overboarding, all attendance requirements met (each director attended at least 75% of meetings), audit committee members have confirmed financial expertise, board independence is strong at 8 of 9 directors, and EOG's 3-year absolute price return of 58.5% with only a -1.9 percentage point gap versus the S&P 500 (^GSPC — S&P 500) is far below the 65-percentage-point threshold required to trigger an against vote under the strong-positive-return tier.
Say on Pay
✓ FORCEO
EZRA Y. YACOB
Total Comp
$17,576,636
Prior Support
97%%
CEO Ezra Yacob received total compensation of approximately $17.6 million in 2025, which is within a reasonable range for the CEO of an $81 billion market-cap energy company; the pay structure is strongly performance-oriented, with approximately 77% of CEO pay directly tied to stock price performance through a combination of performance stock awards (60% of long-term incentives, subject to rigorous relative TSR and return-on-capital-employed conditions) and restricted stock units (40%), well above the 50-60% variable pay threshold required by policy. Shareholders overwhelmingly endorsed the pay program at the 2025 annual meeting with approximately 97% support, the incentive plan contains meaningful performance conditions including a negative-TSR cap and a requirement to beat the median of peers to earn target, and a Dodd-Frank-compliant clawback policy is in place.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
24 yrs
Audit Fees
$4,580,319
Non-Audit Fees
$327,954
Deloitte has served as EOG's auditor since 2002, giving it approximately 24 years of tenure — just under the 25-year threshold that would trigger an against vote; non-audit fees (audit-related fees of $321,000 plus other fees of $6,954, totaling approximately $327,954) represent only about 7% of the $4,580,319 in audit fees, well below the 50% threshold; Deloitte is a Big 4 firm appropriate for a company of EOG's size; and no material financial restatements are disclosed.
Overall Assessment
EOG's 2026 annual meeting presents a clean ballot: all nine director nominees pass overboarding, attendance, independence, and TSR performance screens; Deloitte's non-audit fee ratio is minimal and tenure falls just below the 25-year trigger threshold; and the executive compensation program is strongly performance-linked with 97% prior-year shareholder support. No stockholder proposals appear on the ballot, and the policy supports a FOR vote on all three proposals.
Compensation Peer Group
14 companies disclosed in 2026 proxy filing