EOG RESOURCES INC — Director's Dealing 2019

Feb 14, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EOG RESOURCES INC (EOG)
CIK: 0000821189
Period of Report: 2019-02-12

Reporting Person: Donaldson Michael P (EVP, Gen. Counsel & Corp Sec)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-02-12	Common Stock	A	14036	—	Acquired	85315.928	Direct

Footnotes

F1: Effective September 28, 2015, the Reporting Person received an award of 7,018 Performance Units. The performance metric applicable to the award was the Total Shareholder Return of the Issuer over a three-year performance period (January 2016 through December 2018) 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. 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 12, 2019) was 1 and 200%, respectively. Accordingly, an additional 7,018 Performance Units have been credited to the Reporting Person. Subject to the terms of the award agreement, (i) the 14,036 aggregate Performance Units will "cliff" vest on September 28, 2020 and (ii) shares of the Issuer's common stock represented by the 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 agreement governing the Performance Units award, which is filed as Exhibit 10.1 to the Issuer's Quarterly Report on Form 10-Q for the quarter ended September 30, 2014, filed on November 4, 2014.