Michael P. Donaldson - Feb 8, 2022 Form 4 Insider Report for EOG RESOURCES INC (EOG)

Role: EVP, Gen. Counsel & Corp Sec
Signature: Vicky Strom, attorney-in-fact for Michael P. Donaldson
Stock symbol: EOG
Transactions as of: Feb 8, 2022
Transactions value $: $0
Form type: 4
Date filed: 2/10/2022, 02:13 PM
Previous filing: Jan 31, 2022
Next filing: Mar 2, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	EOG	Common Stock	Award	$0	+4.92K	+4.72%	$0.00	109K	Feb 8, 2022	Direct	F1

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Effective September 27, 2018, the Reporting Person received an award of 9,842 Performance Units (the "September 2018 Award"). The performance metric applicable to this award was the Total Shareholder Return of the Issuer over a three-year performance period (January 2019 through December 2021) relative to the Total Shareholder Return of each of the Issuer's Peer Companies. Pursuant to the terms of the award agreement, between 0% and 200% of the award could be earned based on the Issuer's TSR Rank for such performance period. The Issuer's TSR Rank and applicable Performance Multiple (each as certified by the Compensation Committee of the Issuer's Board of Directors, effective February 8, 2022) was 7 and 50%, respectively. Accordingly, 4,921 Performance Units have been deducted from the September 2018 Award. Subject to the terms of the award agreement governing the September 2018 Award, (i) the 4,921 aggregate Performance Units in respect of the September 2018 Award will "cliff" vest on February 28, 2022, and (ii) the shares of the Issuer's common stock represented by such Performance Units (on a one-for-one basis) will be distributed to the Reporting Person following such vesting date. Defined terms used herein have the meanings set forth in the form of award agreement governing the September 2018 Award, which is filed as Exhibit 10.3 to the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2018, filed on November 1, 2018.

Content

Effective September 27, 2018, the Reporting Person received an award of 9,842 Performance Units (the "September 2018 Award"). The performance metric applicable to this award was the Total Shareholder Return of the Issuer over a three-year performance period (January 2019 through December 2021) relative to the Total Shareholder Return of each of the Issuer's Peer Companies. Pursuant to the terms of the award agreement, between 0% and 200% of the award could be earned based on the Issuer's TSR Rank for such performance period. The Issuer's TSR Rank and applicable Performance Multiple (each as certified by the Compensation Committee of the Issuer's Board of Directors, effective February 8, 2022) was 7 and 50%, respectively. Accordingly, 4,921 Performance Units have been deducted from the September 2018 Award. Subject to the terms of the award agreement governing the September 2018 Award, (i) the 4,921 aggregate Performance Units in respect of the September 2018 Award will "cliff" vest on February 28, 2022, and (ii) the shares of the Issuer's common stock represented by such Performance Units (on a one-for-one basis) will be distributed to the Reporting Person following such vesting date. Defined terms used herein have the meanings set forth in the form of award agreement governing the September 2018 Award, which is filed as Exhibit 10.3 to the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2018, filed on November 1, 2018.