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)

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EOG RESOURCES, INC.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

APRIL 24, 201829, 2019

TO OUR STOCKHOLDERS:

NOTICE IS HEREBY GIVEN that the 20182019 annual meeting of stockholders (“Annual Meeting”) of EOG Resources, Inc. will be held at Heritage Plaza, Plaza Conference Room, Plaza Level, 1111 Bagby, Houston, Texas 77002, at 2:00 p.m., Central Time, on Tuesday,Monday, April 24, 2018,29, 2019, for the following purposes:

1. To elect eight directors to hold office until the 20192020 annual meeting of stockholders and until their respective successors are duly elected and qualified;

2. To ratify the appointment by the Audit Committee of the Board of Directors of Deloitte & Touche LLP, independent registered public accounting firm, as our auditors for the year ending December 31, 2018;

3. To approve an amendment and restatement of the EOG Resources, Inc. Employee Stock Purchase Plan to (i) increase the number of shares available for purchase under the plan, (ii) extend the term of the plan and (iii) effect certain other changes;2019;

4.3. To hold anon-binding advisory vote on executive compensation; and

5.4. To transact such other business as may properly come before the Annual Meeting or any adjournment thereof.

Holders of record of our Common Stock at the close of business on February 27, 2018March 1, 2019 (the “Record Date”) will be entitled to notice of, and to vote at, the Annual Meeting and any adjournments thereof.

Beginning on or about March 15, 2018,20, 2019, the Company is mailing a Notice Regarding the Availability of Proxy Materials (the “Notice”) to our stockholders of record as of the Record Date (but excluding those stockholders who have previously requested a printed copy of our proxy materials) containing instructions on how to access the proxy materials (including our 20172018 annual report) via the Internet, as well as instructions on voting shares via the Internet. The Notice also contains instructions on how to request a printed copy of the proxy materials by mail or an electronic copy of the proxy materials by email.

Stockholders who do not expect to attend the Annual Meeting are encouraged to vote via the Internet using the instructions on the Notice or, if you received a printed copy of the proxy materials (which includes the proxy card), by signing and returning the proxy card in thepre-paid envelope provided or by voting via the Internet or by phone using the instructions provided on the proxy card.

Houston, Texas

March 15, 201820, 2019

TABLE OF CONTENTS

i

EOG RESOURCES, INC.

PROXY STATEMENT

The accompanying form of proxy is solicited by the Board of Directors (“Board”) of EOG Resources, Inc. (“EOG,” “we,” “us,” “our” or “company”) to be used at our 20182019 annual meeting of stockholders (“Annual Meeting”) to be held at Heritage Plaza, Plaza Conference Room, Plaza Level, 1111 Bagby, Houston, Texas 77002, at 2:00 p.m., Central Time, on Tuesday,Monday, April 24, 2018.29, 2019. The proxy materials, including this proxy statement, the accompanying notice of annual meeting of stockholders and form of proxy and our 20172018 annual report, are being first distributed and made available to our stockholders on or about March 15, 2018.20, 2019.

Any stockholder giving a proxy may revoke it at any time provided written notice of the revocation is received by our Corporate Secretary before the proxy is voted; otherwise, if received prior to or at the Annual Meeting, properly executed proxies will be voted at the Annual Meeting in accordance with the instructions specified on the proxy or, if no such instructions are given, in accordance with the recommendations of the Board described herein. Stockholders attending the Annual Meeting may revoke their proxies and vote in person. If you would like to attend the Annual Meeting, you may contact our Corporate Secretary (Michael P. Donaldson) at (713)651-7000 for directions to the Annual Meeting. To vote in person at the Annual Meeting, you must (1) be a holder of record of our Common Stock as of the close of business on February 27, 2018March 1, 2019 (the “Record Date”) or (2) obtain a valid proxy from the record holder of the shares if you were, as of the Record Date, a beneficial owner of our common stock held in street name; follow the instructions of your bank, broker or other nominee to obtain such a proxy.

Attendance at the Annual Meeting is limited to holders of record of our Common Stock as of the Record Date and EOG’s guests. Admission will be on a first-come, first-served basis. You will be asked to present valid government-issued picture identification, such as a driver’s license or passport, in order to be admitted into the Annual Meeting. If your shares are held in the name of a bank, broker or other nominee and you plan to attend the Annual Meeting, you must present proof of your ownership of our Common Stock, such as a bank or brokerage account statement indicating that you owned shares of our Common Stock as of the Record Date, in order to be admitted. For safety and security reasons, no cameras, recording equipment or other electronic devices will be permitted in the Annual Meeting. A written agenda and rules of procedure for the Annual Meeting will be distributed to those persons in attendance.

If you received a printed copy of the proxy materials, you also received a copy of our 20172018 annual report. However, the 20172018 annual report does not constitute a part of, and shall not be deemed incorporated by reference into, this proxy statement or the accompanying form of proxy.

In addition to solicitation by mail, certain of our officers and employees may solicit the return of proxies personally or by telephone, electronic mail or facsimile. The cost of any solicitation of proxies will be borne by us. Arrangements may also be made with brokerage firms and other custodians, nominees and fiduciaries for the forwarding of material to, and solicitation of proxies from, the beneficial owners of our Common Stock held of record as of the Record Date by such persons. We will reimburse such brokerage firms, custodians, nominees and fiduciaries for the reasonableout-of-pocket expenses incurred by them in connection with any such activities.

In some cases, one paper copy of this proxy statement and the accompanying notice of annual meeting of stockholders and the 20172018 annual report is being delivered to multiple stockholders sharing an address, at the request of such stockholders. We will deliver promptly, upon written or oral request, an additional paper copy of this proxy statement, the accompanying notice of annual meeting of stockholders and/or the 20172018 annual report to such a stockholder at a shared address to which a single paper copy of such document was delivered. Stockholders sharing an address who receive multiple printed copies of our proxy materials and who wish to receive a single printed copy of our proxy materials may also submit requests for delivery of a single paper copy of this proxy statement or the accompanying notice of annual meeting of stockholders or the 20172018 annual report, but, in such event, will still receive separate forms of proxy for each account. To request separate or single delivery of these materials now or in the future, a stockholder may submit a written request to our Corporate Secretary at our principal executive offices at 1111 Bagby, Sky Lobby 2, Houston, Texas 77002, or a stockholder may make a request by calling our Corporate Secretary (Michael P. Donaldson) at (713)651-7000.

A complete list of stockholders entitled to vote at the Annual Meeting will be available to view during the Annual Meeting. You may also inspect this list at our principal executive offices, for any purpose germane to the Annual Meeting, during ordinary business hours, for a period of 10 days prior to the Annual Meeting.

The mailing address of our principal executive offices is 1111 Bagby, Sky Lobby 2, Houston, Texas 77002.

Important Notice Regarding the Availability of Proxy Materials

for the Annual Meeting of Stockholders to be Held on April 24, 201829, 2019

This proxy statement, the accompanying notice of annual meeting of stockholders and form of proxy and our 20172018 annual report are available via the Internet at www.proxyvote.com. Pursuant to United States Securities and Exchange Commission (“SEC”) rules related to the Internet availability of proxy materials, we have elected to provide access to our proxy materials on the Internet instead of mailing a printed copy of the proxy materials to each stockholder of record.

Accordingly, beginning on or about March 15, 2018,20, 2019, we are mailing a Notice Regarding the Availability of Proxy Materials (the “Notice”) to our stockholders of record as of the Record Date (but excluding those stockholders who have previously requested a printed copy of our proxy materials) in lieu of mailing the printed proxy materials. Instructions on how to access the proxy materials via the Internet, on voting shares via the Internet and on how to request a printed or electronic copy of the proxy materials may be found in the Notice. All stockholders will have the option to access our proxy materials on the website referred to above.

Stockholders will not receive printed copies of the proxy materials unless they request (or have previously requested) such form of delivery. Printed copies will be provided upon request at no charge. In addition, stockholders may request to receive future proxy materials in printed form by mail or electronically by email on an ongoing basis. A request to receive proxy materials in printed form by mail or electronically by email will remain in effect until the stockholder terminates such request.

Stockholders who do not expect to attend the Annual Meeting are encouraged to vote via the Internet using the instructions on the Notice or, if you received a printed copy of the proxy materials (which includes the proxy card), by signing and returning the proxy card in thepre-paid envelope provided or by voting via the Internet or by phone using the instructions provided on the proxy card.

VOTING RIGHTS AND PRINCIPAL STOCKHOLDERS

Holders of record of our Common Stock as of the Record Date will be entitled to one vote per share on all matters properly presented at the Annual Meeting. As of the Record Date, there were 578,637,869580,058,059 shares of our Common Stock outstanding. Other than our Common Stock, we have no other voting securities currently outstanding.

Our stockholders do not have dissenters’ rights or similar rights of appraisal with respect to the proposals described herein and do not have cumulative voting rights with respect to the election of directors.

Stock Ownership of Certain Beneficial Owners

The following table sets forth certain information regarding the beneficial ownership of our Common Stock by each person (including any “group” as that term is used in Section 13(d)(3) of the Securities Exchange Act of 1934 (as amended, “Exchange Act”)) whom we know beneficially owned more than 5% of our Common Stock as of December 31, 2017,2018, based on filings with the SEC as of February 28, 2018.2019. We have prepared the table and the related notes below based on such filings with the SEC, and we have not sought to independently verify any of such information.

Stock Ownership of the Board and Management

The following table sets forth certain information regarding the ownership of our Common Stock by (1) each director and director nominee of EOG, (2) each “Named Officer” of EOG named in the “Summary Compensation Table” in the “Executive Compensation” section below and (3) all current directors and executive officers of EOG as a group, in each case as of February 28, 2018.2019. Under Rule13d-3 under the Exchange Act, a person shall be deemed to be the beneficial owner of a security if that person has the right to acquire beneficial ownership of such security within 60 days. April 29, 20182019 is the date 60 days from February 28, 2018,2019, the date as of which ownership is reported in this table.

Retirement Plan”) for which the participant has sole voting and investment power; (3) shares of restricted stock held under the Amended and Restated EOG Resources, Inc. 2008 Omnibus Equity Compensation Plan (“2008 Stock Plan”) for which the participant has sole voting power and no investment power until such shares vest in accordance with the provisions of the 2008 Stock Plan; and (4) shares of our Common Stock that would be received upon the vesting of restricted stock units (“RSUs”) held under the 2008 Stock Plan on or before April 29, 2018.2019.

(c)

Includes (1)��RSUs held under the 2008 Stock Plan vesting after April 29, 20182019 for which the participant has no voting or investment power until such units vest and are released as shares of our Common Stock in accordance with the provisions of the 2008 Stock Plan; (2) performance units (assuming a performance multiple of 100% for grants for which the applicable performance period has not been completed; or at the achieved performance multiple certified by the Compensation Committee for grants for which the applicable performance period has been completed) held under the 2008 Stock Plan vesting after April 29, 20182019 for which the participant has no voting or investment power until such units vest and are released as shares of our Common Stock in accordance with the provisions of the 2008 Stock Plan; and (3) phantom shares held in the individual’s phantom stock account under the EOG Resources, Inc. 409A Deferred Compensation Plan (formerly known as the EOG Resources, Inc. 1996 Deferral Plan) (as amended, the “Deferral Plan”) for which the individual has no voting or investment power until such phantom shares are released as shares of our Common Stock in accordance with the provisions of the Deferral Plan and the individual’s deferral election. Because such units and shares will not vest or be released on or before April 29, 2018,2019, the units and shares shown in this column are not “beneficially owned” under RuleRule 13d-3 under the Exchange Act.

CORPORATE GOVERNANCE

Board of Directors

Director Succession

Julie J. Robertson was appointed to the Board and each of our Board committees, effective as of January 1, 2019, and will stand forre-election as a director at the Annual Meeting. Mr. Wisner is retiring from the Board and will not stand forre-election as a director at the Annual Meeting; his current term will expire in conjunction with the Annual Meeting. Mr. Wisner’s decision to retire and not stand forre-election is not as a result of any disagreement with EOG.

Ms. Robertson has extensive experience in the oil and gas industry, having served as Chairman of the Board, President and Chief Executive Officer of Noble Corporation plc (“Noble”), a publicly traded drilling services company, since January 2018. Noble is one of the world’s largest offshore drilling companies. Ms. Robertson has served in various other management roles during her39-year career with Noble, and brings an impressive record of achievement and a wealth of knowledge of the drilling services sector to EOG. The Board believes that Ms. Robertson’s industry experience and expertise will be a valuable asset to the Board and to EOG.

The Board currently has nine members and, upon Mr. Wisner’s retirement from the Board in conjunction with the Annual Meeting, will have eight members.

Director Independence

The Board has affirmatively determined that seveneight of our eightnine current directors, namely Ms.Mses. Clark and Robertson and Messrs. Crisp, Daniels, Day, Gaut, Textor and Wisner, have no direct or indirect material relationship with EOG and thus meet the criteria for independence of Article III, Section 12 of our bylaws, which are available on our website atwww.eogresources.com/about/corpgov.html,company/board-of-directors, as well as the independence requirements of the NYSE and the SEC.

In assessing director independence, the Board considered, among other matters, the nature and extent of any business relationships, including transactions conducted, between EOG and each director and between EOG and any organization for which one of our directors or an immediate family member is a director or executive officer or with which one of our directors or an immediate family member is otherwise affiliated. Specifically, the Board considered, among other things, (1) various transactions in connection with the exploration and production of crude oil and natural gas, such as revenue distributions, joint interest billings, payments for midstream (i.e., gathering, processing and transportation-related) or oilfield services (including related equipment and supplies) and payments for crude oil and natural gas, between EOG and certain entities engaged in certain aspects of the oil and gas business for which one of our directors is a director or executive officer or is otherwise directly or indirectly affiliated, (2) payments of dues and contributions to certainnot-for-profit entities (such as trade associations) with which one of our directors or an immediate family member is affiliated and (3) any relationships (employment, contractual or otherwise) between EOG and immediate family members of directors.

Except with respect to Mr. W. Thomas, the Board has determined that all such relationships and transactions that it considered were not material relationships or transactions with EOG and did not impair the independence of our directors. The Board has determined that Mr. W. Thomas is not independent because he is our Chief Executive Officer (“CEO”).

Meetings

The Board held fiveseven meetings during the year ended December 31, 2017.2018.

Each director attended at least 75% of the total number of meetings of the Board and Board committees on which the director served. Mr. Daniels, following his appointment to the Board effective March 1, 2017, attended each of the meetings of the Board and Board committees on which he served. Likewise, Mr. Gaut, following his appointment to the Board effective October 1, 2017, attended each of the meetings of the Board and Board committees on which he served.

Our directors are expected to attend our annual meeting of stockholders. All of our then-current directors attended our 20172018 annual meeting of stockholders.

Executive Sessions ofNon-Employee Directors

Ournon-employee directors held fiveseven executive sessions during the year ended December 31, 2017. Ms. Clark and Messrs. Crisp, Day, Textor and Wisner attended2018. Each of ournon-employee directors during the year ended December 31, 2018 participated in each of the seven executive sessions. Mr. Daniels attended eachsessions, except for one director, who was unable to participate in a portion of one of the four executive sessions held following his appointment(held via conference call) due to the Board (effective March 1, 2017). Mr. Gaut attended the one executive session held following his appointment to the Board (effective October 1, 2017).connectivity issues.

Mr. Crisp (i) was appointed by thenon-employee directors as the presiding director for the executive sessions in 20172018 and (ii)Mr. Textor has been appointed by thenon-employee directors as the presiding director for executive sessions in 2018 as well.2019. As discussed below, the presiding director is elected annually by and from thenon-employee directors of our Board.

Board Leadership Structure

The Board does not have a policy on whether or not the roles of Chairman of the Board and CEO should be separate or combined and, if they are to be separate, whether the Chairman of the Board should be selected from thenon-employee directors or be an employee. The directors serving on our Board possess considerable professional and industry experience, significant and diverse experience as directors of both public and private companies and a unique knowledge of the challenges and opportunities that EOG faces. As such, the Board believes that it is in the best position to evaluate the needs of EOG and to determine how best to organize EOG’s leadership structure to meet those needs. The Board believes that the most effective leadership structure for EOG at the present time is for Mr. W. Thomas to serve as both Chairman of the Board and CEO.

This model has succeeded because it makes clear that the Chairman of the Board and CEO is responsible for managing our business, under the oversight and review of our Board. This structure also enables our CEO to act as a bridge between management and the Board, helping both to act with a common purpose.

Mr. W. Thomas has been our Chairman of the Board and CEO since January 2014 and has been with EOG and its predecessor companies for over 3940 years. Prior to becoming our Chairman of the Board and CEO, Mr. W. Thomas had served as President and CEO of the company from July 2013 through December 2013, and as President of the company from September 2011 to July 2013. Prior to September 2011, Mr. W. Thomas served in various leadership positions at EOG, including leadership positions in our Houston, Texas headquarters office and leadership positions in our Fort Worth, Texas, Midland, Texas and Corpus Christi, Texas offices, where he was instrumental in EOG’s successful exploration, development and exploitation of various key resource plays.

Since becoming an independent public company in August 1999, our stock price performance has significantly exceeded the collective performance of our peer group companies as well as the performance of the Dow Jones Industrial Average, and the Nasdaq Composite Index and the Standard & Poor’s 500 Index, thus demonstrating, we believe, the effectiveness of EOG’s leadership structure.

The Board believes that there is substantial independent oversight of EOG’s management and a strong counterbalancing governance structure in place, as demonstrated by the following:

the Chairman of the Board is not present as well as at executive sessions of thenon-employee directors, (ii) serving as liaison between the Chairman of the Board and our other executive officers and thenon-employee directors and (iii) briefing the Chairman of the Board and our executive officers, as needed or appropriate, on matters discussed in the executive sessions. Our presiding director establishes the agenda for the executive sessions of thenon-employee directors and has the authority to call, and establish the agenda for, additional meetings of thenon-employee directors. In addition, our presiding director is afforded direct and complete access to the Chairman of the Board at any time as the presiding director deems necessary or appropriate, and he is available for direct communication with our stockholders as described under “Stockholder Communications with the Board” below. As noted above, Mr. Crisp has been appointed by thenon-employee directors as the presiding director for executive sessions in 2018.

Board’s Role in Risk Oversight

Our Board retains primary responsibility for risk oversight. To assist the Board in carrying out its oversight responsibilities, members of our senior management report to the Board and its committees on areas of risk to our company,company. For example, to assist our Board in carrying out its oversight responsibilities with respect to climate change-related risks, members of our senior management discuss climate change and environmental-related matters with our Board throughout the year and, at least annually, reviews with the Board our environmental performance as well as trends and industry comparisons.

In addition, our Board committees consider specific areas of risk inherent in their respective areas of oversight and report to the full Board regarding their activities. For example, our Audit Committee periodically discusses with management our major financial risk exposures and the steps management has taken to monitor and control such exposures.exposures and also oversees, and receives regular reports from our senior management, regarding EOG’s strategies and initiatives relative to cybersecurity and information technology risks. Our Compensation Committee incorporates risk considerations, including the risk of losing key personnel and any risks that may be presented by our compensation policies and practices, as it evaluates the performance of our CEO and other executive officers, determines our executive compensation and evaluates our compensation policies and practices. Our Nominating, Governance and GovernanceSustainability Committee focuses on issues relating to Board and Board committee composition and corporateprovides oversight with respect to environmental, social and governance (“ESG”) matters. In addition,

Further, to ensure that our Board has a broad view of our overall risk management process, the Board periodicallyregularly reviews our long-term strategic plans and the principal issues and risks that we may face, as well as the processes through which we manage risk.risks.

At this time, we believe that combining the roles of Chairman of the Board and CEO enhances the Board’s administration of its risk oversight function because, through his role as Chairman of the Board, and based on his experiences with the daily management of our business as our CEO and previously as our President and in other leadership positions, Mr.  W. Thomas provides the Board with valuable insight into our risk profile and the options to mitigate and address those risks.

Committees of the Board

The charter for each committee of the Board identified below is available on our website atwww.eogresources.com/about/corpgov.html.company/board-of-directors. Copies of the committee charters are also available upon written request to our Corporate Secretary.

Nominating, Governance and Sustainability Committee

In February 2019, the Board renamed our Nominating and Governance Committee as the “Nominating, Governance and Sustainability Committee” of the Board and assigned to it the responsibility to (in addition to its existing duties and responsibilities discussed further below) (i) provide oversight and guidance with respect to ESG matters, (ii) receive updates from management regarding our ESG activities and (iii) review our annual Sustainability Report, in each case in consultation with the Board and each of the Board committees.

The Nominating, Governance and GovernanceSustainability Committee, which is comprised exclusively of independent directors, is responsible for for:

In considering individual director nominees and Board committee appointments, our Nominating, Governance and GovernanceSustainability Committee seeks to achieve a balance of knowledge, experience and capability on the Board and Board committees and to identify individuals who can effectively assist EOG in achieving our short-term and long-term goals, protecting our stockholders’ interests and creating and enhancing value for our stockholders. In so doing, the Nominating, Governance and GovernanceSustainability Committee considers a person’s diversity attributes (e.g., professional experiences, skills, background, race and gender) as a whole and does not necessarily attribute greater weight to any one attribute. Moreover,Further, diversity in professional experience, skills and background, and diversity in race and gender, are just a few of the attributes that the Nominating, Governance and GovernanceSustainability Committee takes into account.

While there are no specific minimum requirements that the Nominating, Governance and GovernanceSustainability Committee believes must be met by a prospective director nominee (other than the general requirements of our Corporate Governance Guidelines discussed below with respect to director age, director independence and director service on the boards of directors of other public companies), in evaluating prospective candidates, the Nominating, Governance and GovernanceSustainability Committee also considers whether the individual has personal and professional integrity, good business judgment and relevant experience and skills as well as other credentials and qualifications, including, but not limited to, the credentials and qualifications set forth in our Corporate Governance Guidelines. In addition, the Nominating, Governance and GovernanceSustainability Committee will consider whether such individual is willing and able to commit the time necessary for Board and Board committee service.

Furthermore, the Nominating, Governance and GovernanceSustainability Committee evaluates each individual in the context of the Board as a whole, with the objective of recommending individuals who can best perpetuate the success of our business and represent stockholder interests through the exercise of sound business judgment

using their diversity of experience in various areas. We believe our current directors possess diverse professional experiences, skills and backgrounds, in addition to (among other characteristics) 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 currentUpon Mr. Wisner’s retirement from the Board ofin conjunction with the Annual Meeting, our Board will have eight directors, is consistent with our Corporate Governance Guidelines. While our Board has no current plans to increase the size of the Board, if, in the future, the Board determines that it is appropriate to add a directorship,director, the Nominating, Governance and GovernanceSustainability Committee will, pursuant to its charter, take into account diversity in professional experience, skills and background, diversity in race and gender, the credentials and qualifications set forth in our Corporate Governance Guidelines and the other attributes and factors described above, in evaluating candidates for such directorship.

Our Corporate Governance Guidelines, which are available atwww.eogresources.com/about/corpgov.html,company/board-of-directors, mandate that:

As an alternative to term limits for directors, the Nominating, Governance and Sustainability Committee annually reviews each director’s continuation on the Board and regularly assesses the appropriate size of the Board.

The Nominating, Governance and GovernanceSustainability Committee uses a variety of methods for identifying and evaluating director nominees. As an alternative to term limits for directors, the Nominatingnominees and Governance Committee annually reviews each director’s continuation on the Board. The Nominating and Governance Committee also regularly assesses the appropriate size of the Board. In addition, the Nominating and Governance Committee considers, from time to time, various potential candidates for directorships. Candidates may come to the attention of the Nominating, Governance and GovernanceSustainability Committee through current Boardor former directors, members of executive management, other sources of referral or EOG’s contacts in the business and other professional search firms, stockholders or other persons.communities. These candidates may be evaluated at regular or special meetings of the Nominating, Governance and GovernanceSustainability Committee and may be considered at any point during the year.

When appropriate and at its discretion, the Nominating, Governance and Sustainability Committee may retain a search firm to assist in identifying candidates for the Board. In such instance, and consistent with the charter of the Nominating, Governance and Sustainability Committee and our Corporate Governance Guidelines, such search firm will be affirmatively instructed to seek to present qualified women and minority candidates for the Board’s and Nominating, Governance and Sustainability Committee’s consideration.

In addition, the Nominating, Governance and GovernanceSustainability Committee will consider nominees recommended by stockholders in accordance with the procedures outlined under “Stockholder Proposals and Director Nominations — Nominations for 20192020 Annual Meeting of Stockholders and for Any Special Meetings of Stockholders” below. The Nominating, Governance and GovernanceSustainability Committee will evaluate such nominees according to the same criteria, and in the same manner, as any other director nominee.

The Nominating, Governance and GovernanceSustainability Committee held four meetings during the year ended December 31, 2017.2018. The Nominating, Governance and GovernanceSustainability Committee is currently comprised of Messrs. Wisner (Chairman), Crisp, Daniels, Day, Gaut and Textor and Ms. Clark.Mses. Clark and Robertson.

Audit Committee

The Audit Committee, which is comprised exclusively of independent directors, is responsible for the oversight of our accounting and financial reporting processes and the audits and reviews of our financial statements.

The Board has selected the members of the Audit Committee based on the Board’s determination that the members are financially literate (as required by NYSE rules) and qualified to monitor the performance of management and the independent auditors and to monitor our disclosures so that our disclosures fairly present our business, financial condition and results of operations.

The Board has also determined that Ms. Clark, an independent director since January 2014 and the Chairperson of our Audit Committee since February 2015, Mr. Textor, an independent director since May 2001 and the Chairman of our Audit Committee from May 2001 until February 2015, and Mr. Gaut, an independent director since October 2017, are each an “audit committee financial expert” (as defined in the SEC rules) because each has the following attributes: (1) an understanding of generally accepted accounting principles in the United States of America (“GAAP”) and financial statements; (2) the ability to assess the general application of such principles in connection with the accounting for estimates, accruals and reserves; (3) experience analyzing and evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of accounting issues that can reasonably be expected to be

raised by our financial statements; (4) an understanding of internal controlcontrols over financial reporting; and (5) an understanding of audit committee functions. Each of Ms. Clark and Messrs. Textor and Gaut has acquired these attributes by means of having held various positions that provided relevant experience, as described in each director’s biographical information under “Item 1. Election of Directors” below, and, in the case of Mr. Textor, by having served as Chairman of our Audit Committee from May 2001 until February 2015.

The Audit Committee has sole and direct authority, at its discretion and at our expense, to appoint, compensate, oversee, evaluate and terminate our independent auditors and any other registered public accounting firms engaged to perform audit, review or attest services for EOG, and to review, as it deems appropriate, the scope of our annual audits, our accounting policies and reporting practices, our system of internal controls, our compliance with policies regarding business conduct and ethics and other matters. In addition, the Audit Committee has the authority, at its discretion and at our expense, to retain special legal, accounting or other advisors to advise the Audit Committee. The Audit Committee also reviews and approves the annual Report of the Audit Committee that is included in this proxy statement.

The Audit Committee held sixseven meetings during the year ended December 31, 20172018 and is currently comprised of Ms. Clark (Chairperson), Ms. Robertson and Messrs. Crisp, Daniels, Day, Gaut, Textor and Wisner.

Compensation Committee

The Compensation Committee, which is comprised exclusively of independent directors, is responsible for the administration of our stock compensation plans and for the evaluation and determination of the compensation arrangements for our executive officers and directors. The Compensation Committee is also responsible for reviewing the disclosures in our Compensation Discussion and Analysis and providing the annual Compensation Committee Report, both of which are included in this proxy statement. Please refer to “Compensation Discussion and Analysis — Compensation Process” and “Director Compensation and Stock Ownership Guidelines” below for a discussion of the Compensation Committee’s procedures and processes for making executive officer andnon-employee director compensation determinations.

In addition, the Compensation Committee is responsible for reviewing the relationship between our risk management policies and compensation policies and practices and making a determination as to whether any of our compensation policies or practices expose us to risks.

The Compensation Committee is authorized, at its discretion and at our expense, to retain, oversee, obtain the advice of, compensate and terminate such compensation consultants and other advisors as the Compensation

Committee deems necessary to assist with the execution of its duties and responsibilities, and is responsible for assessing the independence of any such consultants or advisors and whether any such consultant or advisor has a conflict of interest in respect of its engagement by the Compensation Committee.

All of the members of the Compensation Committee qualify as“Non-Employee Directors” under RuleRule 16b-3 under the Exchange Act and were qualified as “outside directors” as defined in Section 162(m) of the Internal Revenue Code of 1986 (as amended, the “Code”) prior to amendment by the Tax Cuts and Jobs Act of 2017 (the “TCJA”).

The Compensation Committee held fivefour meetings during the year ended December 31, 20172018 and is currently comprised of Messrs. Day (Chairman), Crisp, Daniels, Gaut, Textor and Wisner and Ms. Clark.Mses. Clark and Robertson.

Compensation Committee Interlocks and Insider Participation

Messrs. Day (Chairman), Crisp, Daniels, Gaut, Textor and Wisner and Ms.Mses. Clark and Robertson serve as members of the Compensation Committee and none of them is a current or former officer or employee of EOG. During the year ended December 31, 2017,2018, none of our executive officers served as a director or member of the compensation committee (or other committee of the board performing equivalent functions) of another entity where an executive officer of such entity served as a director of EOG or on our Compensation Committee.

Stockholder Communications with the Board

Pursuant to the process adopted by the Board, our stockholders and other interested parties may communicate with members of the Board by submitting such communications in writing to our Corporate Secretary, who, upon receipt of any communication other than one that is clearly marked “Confidential,” will note the date the communication was received in a log established for that purpose, open the communication, make a copy of it for our files and promptly forward the communication to the director(s) to whom it is addressed. Upon receipt of any communication that is clearly marked “Confidential,” our Corporate Secretary will not open the communication, but will note the date the communication was received in a log established for that purpose and promptly forward the communication to the director(s) to whom it is addressed. Further information regarding this process can be found on our website atwww.eogresources.com/about/corpgov.html.company/board-of-directors.

Our stockholders and other interested parties can also communicate directly with the presiding director for the executive sessions of thenon-employee directors, or thenon-employee directors as a group, using the same procedure outlined above for general communications with the Board, except any such communication should be addressed to the presiding director or to thenon-employee directors as a group, as appropriate. Mr. Crisp has been chosen as the presiding director for 2018.

Engagement with Stockholders Regarding Environmental, Social and GovernanceESG Matters

As stated in our prior public disclosures, EOG is committed to open, collaborative communications with our stockholders; transparency; providing our stockholders with the ability to effectively voice their opinions; being accountable to our stockholders; and operating in an environmentally responsible and safe manner.

Pursuant to these commitments, we have, over the last several years, engaged in, and continue to engage in, substantial, collaborative discussions and correspondence with various EOG stockholders regarding a range of environmental, health and safety, executive compensation and corporate governanceESG matters. In addition, we have maintained a productive, ongoing dialogue with our investors regarding our website and other public disclosures addressing a range of environmental, health and safetyESG topics.

Pursuant to our commitments, EOG intends to continue engaging in such discussions and correspondence with our stockholders and to periodically update and expand our related websitepublic disclosures.

As evidence of our continuing commitment, EOG published our inaugural Sustainability Report in September 2018. Our Sustainability Report reflects the contributions of many employees across multiple

functions throughout the company and, other public disclosures. EOGwe believe, is currently in the processa great example of preparing a formal sustainability reportEOG’s multi-disciplinary teamwork and our commitment to our stockholders, which we expect to publish on EOG’s corporate website in 2018.sustainability. This report will contain,Sustainability Report contains, among other narrative and quantitative information regarding EOG’s operations, environmental and safety performance metrics in respect of EOG’s operations as well as other metrics — for example, with respect to the composition of EOG’s workforce.

Our Sustainability Report is available on our corporate website at www.eogresources.com/sustainability. Our next Sustainability Report (to be published in the fall of 2019) will contain updated and expanded narrative and quantitative disclosures regarding ourESG-related activities.

Codes of Conduct and Ethics and Corporate Governance Guidelines

Pursuant to NYSE and SEC rules, we have adopted a Code of Business Conduct and Ethics (“Code of Conduct”) that applies to all of our directors, officers and employees, and a Code of Ethics for Senior Financial Officers (“Code of Ethics”) that applies to our principal executive officer, principal financial officer, principal accounting officer and controllers.

You can access our Code of Conduct and Code of Ethics on our website atwww.eogresources.com/about/ corpgov.html,company/board-of-directors, and any stockholder who so requests may obtain a copy of our Code of Conduct or Code of Ethics by submitting a written request to our Corporate Secretary. We intend to disclose any amendments to our Code of Conduct or Code of Ethics and any waivers with respect to our Code of Conduct or Code of Ethics granted to our principal executive officer, our principal financial officer, our principal accounting officer, any of our controllers or any of our other employees performing similar functions on our website at www.eogresources.com within four business days after the amendment or waiver. In such case, the disclosure regarding the amendment or waiver

will remain available on our website for at least 12 months after the initial disclosure. There have been no waivers granted with respect to our Code of Conduct or our Code of Ethics to any such directors, officers or employees.

Moreover,Further, we have adopted, pursuant to NYSE rules, Corporate Governance Guidelines, which may be accessed on our website atwww.eogresources.com/about/corpgov.html.company/board-of-directors. Any stockholder may obtain a copy of our Corporate Governance Guidelines by submitting a written request to our Corporate Secretary.

REPORT OF THE AUDIT COMMITTEE

In connection with the fiscal year 20172018 audited financial statements of EOG Resources, Inc. (“EOG”), the Audit Committee of the Board of Directors of EOG, during its February 20182019 meeting, (1) reviewed and discussed the audited financial statements with EOG’s management; (2) discussed with EOG’s independent auditors the matters required to be discussed by Public Company Accounting Oversight Board (“PCAOB”) Auditing Standard No. 1301, “Communications with Audit Committees,” and Securities and Exchange Commission RegulationS-X, Rule2-07; (3) received the written disclosures and the letter from the independent auditors required by the applicable requirements of the PCAOB regarding the independent auditors’ communications with the Audit Committee concerning independence; (4) discussed with the independent auditors the independent auditors’ independence; and (5) considered whether the provision ofnon-audit services by EOG’s principal auditors is compatible with maintaining auditor independence.

Based upon these reviews and discussions, the Audit Committee has recommended to the Board of Directors, and the Board of Directors has approved, that the audited financial statements for fiscal year 20172018 be included in EOG’s Annual Report on Form10-K for the fiscal year ended December 31, 20172018 for filing with the United States Securities and Exchange Commission.

COMPENSATION COMMITTEE REPORT

The Compensation Committee, in connection with its February 20182019 meeting, has reviewed and discussed with management the Compensation Discussion and Analysis required by Item 402(b) of RegulationS-K promulgated under the Securities Exchange Act of 1934, as amended. Based on such review and discussions, the Compensation Committee has recommended to the Board of Directors, and the Board of Directors has approved, that the Compensation Discussion and Analysis be included in the proxy statement relating to the 20182019 Annual Meeting of Stockholders.

COMPENSATION DISCUSSION AND ANALYSIS

In this Compensation Discussion and Analysis section, in the executive compensation tables and notes thereto in the “Executive Compensation” section below and elsewhere in this proxy statement, (1) “Named Officers” refers to William R. Thomas, our Chairman of the Board and Chief Executive Officer; Gary L. Thomas, our former President; Lloyd W. Helms, Jr., our Chief Operating Officer; Timothy K. Driggers, our Executive Vice President and Chief Financial Officer; and Michael P. Donaldson, our Executive Vice President, General Counsel and Corporate Secretary; (2) “peer group,” “peer companies,” “peer group companies” or similar phrases refers to the companies identified under “Compensation Process — Compensation Assessment Tools” below, except as otherwise specified or indicated herein; and (3) certain of the measures referenced below and identified with an asterisk (*) arenon-GAAP measures, for which reconciliations to comparable GAAP measures and related discussion is included in Annex A. A glossary of certain terms is also included in Annex A.

Executive Summary

The Compensation Committee (“Committee”) believes that our executive management team has established and exemplifiedcontinues to foster a unique culture that has firmly established EOG as the leader in domestic oil and gasthe exploration and production.production industry. In particular, our shift in focus to “premium” wells has further established EOG as the industry leader in generating returns.high return organic growth. We constantly refine our proprietary drilling and completion technology and processes to lower costs and improve well productivity. Under the leadership of our executive management team, EOG has enhanced shareholder value by continuing to focus on effective deploymenta sustainable business model to compete with the best companies across all sectors of capital to deliver the highest returns in any price environment.market. The following are key highlights of our achievements in 2017:2018:

These accomplishments have continued

As a result of thisour 2018 performance and the Committee’s review of our executive compensation program, our Committee took the following key actions in 2017, which are discussed in more detail below:

The Committee believes these actions appropriately reflect and reward our management team’s accomplishments during 2017.2018.

In December 2017, we announcedAt the end of 2018, following over 40 years as an employee of EOG and its predecessors, Mr. G. Thomas retired from EOG. Mr. G. Thomas’ compensation upon retirement was administered consistent with EOG’s standard practices for all employees.

Summary of Pay and Performance Alignment

Our compensation program is designed to align our executives’ long-term realizable pay with long-term performance, with a new leadership structure, and promoted Mr. Helmssignificant weighting on long-term incentives that are tied to the rolestock price returns our stockholders experience. The following graphic demonstrates this long-term alignment by showing the amount of Chief Operating Officer. In connection with this promotion, we increased Mr. Helms’ base salarytarget compensation awarded to our CEO over each of the last 5 years and bonus target and granted an awardthe realizable value of RSUs.that compensation as of December 31, 2018.

The following charts further illustrate that the largest portion of target compensation for our Named Officers is in long-term equity compensation, consistent with our belief that our executive compensation program should be heavily influenced by our long-term stock price performance to further align the interests of our Named Officers with those of our stockholders. In addition, each of our Named Officers owns a substantial amount of our stock.

Say-on-Pay Vote and Key Program Features

At our 20172018 annual meeting of stockholders, the vast majority of our stockholders voted to approve our executive compensation program, with approximately 96%95% approval among votes cast. Based on these voting results and the Committee’s periodic reviews of our executive compensation program, we did not make any significant changes to our executive compensation program for 2017.2018. However, as discussed below,elsewhere in this CD&A, we did change the vestingweighting of our long-term incentive awards for all employeesour Named Officers in September 20172018 to further increase the tie between our long-term compensation and long-term stockholder returns and to align better with the practices of our peers and maintain the strong retention component of our program.peers. Our program continues to reflect an alignment with current governance trends, while maintaining a competitive compensation program with stockholder-friendly features such as:

Compensation Objectives

Our executive compensation program is designed to attract and retain a highly qualified and motivated management team and appropriately reward individual executive officers for their contributions to the

achievement of EOG’s key short-term and long-term goals. The Committee is guided by the following key principles in determining the compensation of our CEO and other Named Officers:

Each of the components of our executive compensation program plays a unique role in meeting our compensation objectives:

The following charts illustrate the primary elements of compensation for our CEO and our other Named Officers. The Committee has determined that the lower weighting of salary within our CEO’s compensation is acceptable to align with market practices and to establish a greater level of pay at risk for our CEO. The largest portion of Named Officers compensation is in long-term equity compensation, consistent with our belief that our executive compensation program should be heavily influenced by our stock price performance to further align the interests of our Named Officers with those of our stockholders.

Compensation Process

During each year, the Committee periodically reviews our executive compensation program and determines whether each component continues to promote our compensation objectives.

The Committee’s Decision-Making Process

The Committee oversees a rigorous process to set performance goals, evaluate progress toward such goals, monitor external trends, measure competitiveness and determine compensation outcomes. The Committee meets at least once per calendar quarter, with standing agenda items that support a disciplined process and address the responsibilities outlined in the Committee’s charter.

At its first quarter meeting each year, the Committee approves our operational, financial and strategic goals for that year based on recommendations and input from management. These approved company performance goals become the individual performance goals for our CEO. As discussed further below, our CEO establishes the individual performance goals for each of our other executive officers.

At the Committee’s subsequent meetings during the year, our CEO provides the Committee a detailed progress update on the performance goals approved in the first quarter. The Committee also receives and reviews updates on governance trends, regulatory changes and industry compensation matters at its meetings.

At its third quarter meeting each year, the Committee considers certain compensation actions for our Named Officers, including salary adjustments and annual long-term incentive awards. The Committee reviews industry compensation data and relevant external trends, along with an assessment of our progress toward our operational, financial and strategic goals for that year and each Named Officer’s contributions toward our achievement of such goals, to determine the appropriate compensation actions.

At its meeting in the following first quarter, the Committee considers a range of information to determine whether the payment of annual bonuses to our CEO and other Named Officers would be appropriate, including:

Role of Chief Executive Officer and Other Officers

The Committee considers input from our CEO in making determinations regarding our executive compensation program and the individual compensation of each executive officer, other than our CEO. Our CEO meets with each executive officer at the beginning of the year to identify and discuss individual performance goals related to the executive officer’s expected contribution to the achievement of our performance goals for the upcoming year.

Our CEO provides performance feedback to each executive officer throughout the year. Our CEO and his officer team also provide information to the Committee regarding the performance of the company for the Committee’s determination of annual bonuses. The Committee makes the final determination of Named Officer compensation. Our CEO makes no recommendations regarding, and does not participate in discussions about, his own compensation.

Role of Independent Consultant

For 2017,2018, the Committee continued its engagement of Meridian Compensation Partners LLC (“Meridian”) as its independent compensation consultant. Meridian reports solely to the Committee, and the Committee determines the scope of Meridian’s engagement, which includes:

Meridian meets periodically with members of EOG management in carrying out these duties. The Committee has evaluated the independence of Meridian based on the SEC’s factors affecting independence and has concluded that Meridian is independent and that there are no conflicts of interest associated with Meridian’s engagement.

Compensation Assessment Tools

In order to attract, motivate and retain talented executive officers, we must ensure that our executive compensation program remains competitive with the types and ranges of compensation paid by our peer companies who compete for the same executive talent. On an annual basis, the Committee reviews and discusses compensation data for our CEO and our other Named Officers as compared to compensation data for similarly situated executive officers at peer companies selected by the Committee.

The Committee selects peer companies with similar market capitalizations and similar lines of business to EOG (i.e., independent exploration and production companies). The peer group changes from time to time as a result of fluctuations in company size, changes in the business lines of our peers, acquisitions, developments in the oil and gas industry and other factors.

TheIn February 2018, the Committee evaluated the peer group with the assistance of Meridian and added Occidental Petroleum Corporation as an additional peer company. While not a pure independent exploration and production company, Occidental is heavily focused on exploration and production and is comparable to EOG in terms of enterprise value, market capitalization, and assets. As a result, the peer group used by the Committee in making 20172018 compensation decisions consisted of the following independent exploration and production companies:

As of August 2018, EOG was above the 75th percentile of this peer group in terms of enterprise value and market capitalization and between the 50th and 75th percentiles in terms of assets.

In September 2017,2018, Meridian provided the Committee with a Top Officer Benchmarking Study based on Meridian’s 20172018 North America Oil and Gas Exploration & Production (E&P) Compensation Survey. The report provided information on the amounts, opportunities and forms of compensation used across our peer group. The Committee also reviewed data from a broader group of oil and gas exploration and production companies that included integrated oil and gas companies and other industry companies of varying sizes to validate the peer group data.

Executive Compensation Program for 20172018

The following discussion describes the components of our executive compensation program and explains how we determined the amounts for our Named Officers.

Base Salary

The following table presents the base salaries and salary adjustments for each of our Named Officers in 2017.2018. The Committee evaluated base salaries in September 2017 and approved increases for the first time since 2014.in September 2018 based on performance and a review of market data.

20172018 Base Salaries and Salary Adjustments

Annual Bonus

Our CEO and other Named Officers are eligible to receive annual bonuses under our Executive Officer Annual Bonus Plan. The Committee believes that a subjective determination of bonus funding based on a retrospective evaluation of performance against specified goals yields the most appropriate bonus outcome. The Committee also believes that setting specific performance goals in advance helps establish important benchmarks and communicates EOG’s top priorities to its Named Officers and employees. In addition to, or instead of, the categories of performance goals listed below, the Committee in the future may establish performance goals based on other financial measures as well as operational and strategic goals relevant to our annual operating plan.

In a commodity business like ours, certain performance goals can lose their relevance with material fluctuations in commodity prices. In addition, strict adherence to established performance goals may also prevent us from modifying our business strategy during the year as appropriate. Accordingly, the Committee has the discretion to revise or modify the performance goals during the year to address material fluctuations in commodity prices, changes to our operating plan or business strategy and other factors.

The Committee established the following goals and weightings to evaluate our 20172018 performance. The resulting assessment of performance against each goal is also provided below.

Consistent with its determination of bonuses in prior years, the Committee applied the results above to the individual Named Officer bonus targets that were established for 2017, which were unchanged from prior years,2018 to appropriately reflect each Named Officer’s contribution to the company’s achievement of its 20172018 performance goals and the officer’s achievement of his individual performance goals. The bonus targets were generally the same as 2017, except that Mr. W. Thomas’ target was increased to 135% to bring his compensation closer to the peer group 50th percentile, and Mr. Helms’ target was increased upon his promotion to Chief Operating Officer in December 2017. Based on the results of the Committee’s assessment set forth above, the Committee awarded a bonus, paid entirely in cash, to each of the Named Officers for 20172018 performance as follows:

20172018 Annual Bonuses

Note: Mr. G. Thomas was not eligible for a 2018 bonus as he retired prior to the bonus payment.

Long-Term Incentives

The long-term incentive component of our executive compensation program comprises a substantial majority of our Named Officers compensation, tying a significant portion of Named Officers’ compensation to our stock price performance, both on an absolute and relative basis. The long-term incentive awards are granted under the terms of the 2008 Stock Plan. In 2017,2018, our Named Officers’ long-term incentives consisted of three vehicles:

The table below summarizes the key features of each vehicle.

VehicleSARs		Purpose		Key Terms
SARs		•   Reward our Named Officers for increases in stockholder value •   Align the interests of our Named Officers with those of our stockholders		•   Seven-year exercise period •   SARs are settled in shares of our Common Stock based on the appreciation in value of the SAR based on the excess of the fair market value of our Common Stock on the date of exercise over the exercise price (i.e., the closing stock price on grant date), net of applicable taxes •   Vest over three years in increments of 33% on theone-year andtwo-year anniversaries of the grant date and 34% on the three-year anniversary of the grant date
Performance Units		•  Reward our Named Officers based on EOG’s stock performance versus specified peer companies and our absolute stock price performance

•  Align the interests of our Named Officers with those of our stockholders

•  Emphasize our long-term strategy

•  Our total stockholder return is measured relative to the total stockholder return of our peer companies (as specified in the governing grant agreements) over the three full calendar years following the grant date

•  Awards denominated and paid (upon vesting) in shares of our Common Stock creating a further tie to stock price during the vesting period

•  Stockholder return calculated using December average closing stock prices at beginning and end of performance period

•  0-200% of award may be earned based on EOG’s total stockholder return ranking relative to such companies with 100% of the award earned if EOG ranks at the median of the group. Performance multiple scale provided below

•  “Cliff” vest the February 28th immediately following the completion of the three-year performance period and the certification of the applicable performance multiple by the Committee

•  Dividends are subject to the applicable performance multiple and are credited to the holder and are paid at the expiration of the vesting period or forfeited if the performance units are forfeited

The long-term incentive awards granted to each Named Officer are generally determined at the Committee’s third quarter meeting each year (with grant dates established within one week of the date of Committee approval to allow time to administer the grants), based on the following factors: