Michael P. Donaldson - Feb 6, 2023 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 6, 2023
Transactions value $: $0
Form type: 4
Date filed: 2/8/2023, 01:21 PM
Previous filing: Feb 1, 2023
Next filing: Mar 1, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	EOG	Common Stock	Award	$0	+9.99K	+10.01%	$0.00	110K	Feb 6, 2023	Direct	F1
holding	EOG	Common Stock						5K	Feb 6, 2023	Family Trust (AD)
holding	EOG	Common Stock						5K	Feb 6, 2023	Family Trust (KD)
holding	EOG	Common Stock						5K	Feb 6, 2023	Family Trust (PD)

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

Explanation of Responses:

Id	Content
F1	The Reporting Person received an award of 19,976 Performance Units on September 26, 2019 ("2019 Award"). The performance metric applicable to this award is the total shareholder return ("TSR") of the Issuer over a three-year performance period (January 2020 through December 2022) relative to the TSR of each of the Issuer's nine (9) designated 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 performance multiple (as certified by the Issuer's Compensation and Human Resources Committee on February 6, 2023) was 7 and 50%, respectively. Accordingly, 9,988 Performance Units have been deducted from the 2019 Award and 9,988 aggregate Performance Units will "cliff" vest on February 28, 2023. The shares of the Issuer's common stock represented by such Performance Units will be distributed to the Reporting Person following such vesting date.

Content

The Reporting Person received an award of 19,976 Performance Units on September 26, 2019 ("2019 Award"). The performance metric applicable to this award is the total shareholder return ("TSR") of the Issuer over a three-year performance period (January 2020 through December 2022) relative to the TSR of each of the Issuer's nine (9) designated 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 performance multiple (as certified by the Issuer's Compensation and Human Resources Committee on February 6, 2023) was 7 and 50%, respectively. Accordingly, 9,988 Performance Units have been deducted from the 2019 Award and 9,988 aggregate Performance Units will "cliff" vest on February 28, 2023. The shares of the Issuer's common stock represented by such Performance Units will be distributed to the Reporting Person following such vesting date.