Item 9B. Other Information

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Item 9B. Other Information

On and effective February 23, 2023, the Board of Directors (Board) of EOG Resources, Inc. (EOG) approved certain amendments to EOG's bylaws with respect to, among other matters, (i) the submission by a stockholder of a director nomination or other proposal for an annual stockholders meeting and (ii) the authority of the Board with respect to stockholder meetings. The amendments, which are further described below, take into account (1) the new universal proxy rules adopted by the United States Securities and Exchange Commission (SEC) and (2) recent amendments to certain provisions of the General Corporation Law of the State of Delaware (DGCL).


Section of Bylaws						Description of Amendment

Place of Meetings (Art. II, § 1)						To provide that stockholder meetings may be held by means of remote communication in accordance with Section 211(a) of the DGCL.

Quorum; Adjournment of Meetings (Art. II, § 2)						To provide that, to the fullest extent permitted by law, the Board may postpone, reschedule or cancel any previously scheduled stockholder meeting before it is to be held.

Notice of Stockholder Business and Nominations (Art. II § 3)						To provide that a stockholder submitting a director nomination or other proposal shall represent that it will continue to be a stockholder through the annual meeting date and will appear at the meeting (in person or by proxy) to make such nomination/proposal. To expand existing information requirements for submitting a director nomination or other proposal to cover the submitting stockholder's beneficial owners and their respective affiliates and associates. To provide that a stockholder giving notice of a director nomination shall provide: (i) evidence of compliance with Rule 14a-19 (the SEC's universal proxy rules) no later than five business days prior to the applicable stockholders meeting, (ii) all information required to be set forth in a Schedule 13D (e.g., investment purpose for buying EOG shares and the source of funds for the share purchases), (iii) the names of all solicitation participants and (iv) a representation that at least 67% of EOG's voting stock will be solicited by the stockholder. To provide that a stockholder proposal to amend EOG's bylaws shall include the full text of the proposed amendment(s).

Stockholder List (Art. II, § 7)						To remove requirement that a list of EOG's stockholders be made available at stockholder meetings.

Proxies (Art. II, § 8)						To provide that a stockholder soliciting proxies must use a proxy card color other than white.

Conduct of Meetings (Art. II, § 10)						To provide that the Board, the chairman of the meeting and the Chairman of the Board may make rules and procedures for the conduct of stockholder meetings as they shall deem necessary (e.g., the opening and closing of polls and time allotted to questions and comments from attendees).

Emergency Bylaws (Art. VII, § 7)						To permit a subset of the Board to take certain actions during an emergency condition (e.g., catastrophe or similar emergency condition).

The foregoing descriptions of the amendments to EOG's bylaws do not purport to be complete and are qualified in its entirety by reference to EOG's amended and restated bylaws, which are filed as Exhibit 3.2(b) to this report and are incorporated herein by reference.

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