EOG EOG Resources Inc

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.     )

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Filed by a Party other than the Registrant  ☐

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EOG Resources, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Beginning on April 14, 2022, EOG Resources, Inc. sent the following communication to certain stockholders of the Company.

Dear EOG Stockholders:

You have the right to vote your EOG shares on the proposals being presented at our 2022 annual meeting of stockholders, which will be held in a virtual-only format, via live webcast, on Wednesday, April 20, 2022 at 2:00 p.m., Central Time (the “Annual Meeting”).

Whether or not you plan to participate in the live webcast of the Annual Meeting, you are encouraged to vote and submit your proxy in advance of the Annual Meeting via the Internet at www.proxyvote.com, using the instructions on the notice you received or, if you received a printed copy of the proxy materials (which includes the proxy card), by signing and returning the proxy card in the pre-paid envelope provided or by voting via the Internet or by phone using the instructions provided on the proxy card.

2021 Operational Achievements

As you finalize your voting decisions, please note our outstanding 2021 operational performance, which we discuss in detail on pages 17 and 18 of our 2022 proxy statement. In 2021, we delivered on our strategy to maximize long-term stockholder value with outstanding performance and significant free cash flow generation. The following are certain key highlights of our achievements in 2021:

Overall, our operational and financial results exceeded our 2021 objectives and we delivered total stockholder return of 89% for 2021.

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Environmental, Social and Governance Matters

We have, over the last several years, engaged in, and continue to engage in, substantial and collaborative discussions and correspondence with our stockholders regarding a range of environmental, social and governance (“ESG”) matters. In addition, we have maintained a productive, ongoing dialogue with our stockholders regarding our public disclosures addressing a range of ESG topics. We intend to continue engaging in such discussions and correspondence with our stockholders and to periodically update and expand our related public disclosures.

As evidence of our continuing commitment, we published our 2020 Sustainability Report in October 2021. As discussed on page 14 of our 2022 proxy statement, new disclosures and subjects featured in our 2020 Sustainability Report include:

Emissions Ambition and Targets

As discussed on page 18 of our 2020 Sustainability Report, in 2020, we established two 2025 emissions targets for both GHG and methane in our U.S. operations. And last year, we endorsed the World Bank Zero Routine Flaring by 2030 initiative and set a goal to meet that target companywide by 2025. In addition, we set a goal to capture 99.8 percent of our wellhead gas for our U.S. operations in 2021, up from a strong 99.6 percent wellhead gas capture rate achieved in 2020.

Our near-term 2025 targets are:

In addition to our near-term targets, we have announced our ambition to reach net zero Scope 1 and Scope 2 GHG emissions by 2040.

Workforce Diversity – EEO-1 Report

Our 2021 EEO-1 report (which will be filed this year) is available in the “Sustainability” section of our corporate website.

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Director Diversity, Skills and Experience, and Tenure

Our director nominees bring a wealth of relevant experience and skills, as well as diverse viewpoints, to our Board of Directors. We encourage you to review the information regarding our director nominees set forth on pages 55-64 of our 2022 proxy statement, which includes:

The directors serving on our Board possess diverse professional experiences, skills and backgrounds. Our directors also have high standards of personal and professional ethics, proven records of success in their respective fields and valuable knowledge of our business and of the oil and gas industry.

Our Board and its Nominating, Governance and Sustainability Committee also actively seek to create a pipeline of individuals qualified to become Board members, including candidates with diverse ethnic and racial backgrounds and gender diversity. The Nominating, Governance and Sustainability Committee utilizes various approaches for identifying director candidates, including recommendations from current and former EOG directors, EOG’s contacts in the business community and professional search firms. If we engage a search firm to assist in identifying candidates for the Board, our policy is to instruct the search firm to seek out and present qualified women and minority candidates for consideration.

We have advanced diversity on the Board in part through refreshment, including the appointment of three new directors in the past three years. The following metrics reflect the tenure and diversity of our Board:

Board Tenure		Director Diversity

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