Beginning on April 17, 2019, EOG Resources, Inc. sent the following communication to certain
stockholders of the Company.
Dear EOG Stockholders:
Background
We
are writing to you to highlight a recent development involving EOG independent director C. Christopher Gaut, and to request your support for Mr. Gauts
re-election
as a member of our Board in light
of the unique circumstances discussed below.
By way of background, from August 2010 until May 2017, Mr. Gaut had served as Chief
Executive Officer at Forum Energy Technologies, Inc. (Forum). From May 2017 until December 2017, Mr. Gaut served as Executive Chairman of Forum. During this timeframe, Mr. Gaut was appointed an independent director of EOG.
Since December 2017 and until his recent reappointment as Forums Chief Executive Officer
on November
30, 2018
, Mr. Gaut was serving as a
non-executive
director of Forum and
not as an officer.
As referenced above, Mr. Gaut was unexpectedly reappointed as Chief Executive Officer of Forum, which Forum
announced via press release dated December 3, 2018. Once reappointed as Forums Chief Executive Officer, Mr. Gaut immediately discussed the matter with EOG and evaluated his board and other commitments and, as part of that evaluation,
stepped down from the board of directors of Key Energy Services, Inc., effective January 25, 2019. Mr. Gaut also resigned as an industry advisor to L.E. Simmons & Associates, Incorporated, an affiliate of Forums largest
stockholder.
Mr. Gaut continues to serve as a
non-executive
director of Ensco plc, a leading
global offshore drilling contractor.
Over-Boarding Policies and Guidelines
EOG has recently received correspondence from certain of our stockholders regarding their updated voting policies with respect to directors
who serve as
an executive officer of a public company
while also serving on the board of directors of one or more public companies.
We have reviewed and considered these updated voting policies, as well as the corresponding guidelines of Glass, Lewis & Co.
(Glass Lewis) and Institutional Shareholder Services (ISS).
Under certain of these policies and guidelines,
Mr. Gaut may be considered to be over-boarded as a result of his recent reappointment as Chief Executive Officer of Forum. However, we believe that it is important to take into account the totality of the facts and circumstances
relating to a directors board appointments before a final voting decision is made in this case. A
one-size-fits-all
approach, we believe, cannot be the best result for our stockholders.
Commitment to Strong Corporate Governance
EOG shares the interest of our stockholders, Glass Lewis and ISS in ensuring that each EOG director is (1) willing and able to devote
sufficient time to carrying out his or her duties and responsibilities as an EOG director effectively and (2) committed to serving EOG and our stockholders.
As stated in our annual proxy statement disclosures and our Corporate Governance Guidelines, our Nominating, Governance and Sustainability
Committee (Committee) and Board of Directors (Board) undertake a review and determination with respect to each of our incumbent directors prior to recommending a