Item 10. Directors, Executive Officers and Corporate Governance
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Item 10. Directors, Executive Officers and Corporate Governance
Insider Trading Policies. EOG has insider trading policies and procedures governing the purchase, sale and other disposition of EOG securities by EOG’s directors, officers and employees, and by EOG itself (e.g., EOG's periodic repurchases of its common stock). EOG believes such policies and procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations and the listing standards of the New York Stock Exchange (NYSE) (on which EOG's common stock is listed).
EOG's policies and procedures, which are set forth in the EOG Resources, Inc. Code of Business Conduct and Ethics for Directors, Officers and Employees (Code of Conduct) and EOG's Insider Trading Policy, are attached as Exhibit 19 to this Annual Report on Form 10-K and incorporated herein by reference.
The other information required by this Item is incorporated by reference from (i) EOG's Definitive Proxy Statement with respect to its 2025 Annual Meeting of Stockholders to be filed not later than April 30, 2025 and (ii) Item 1 of this report, specifically the information therein set forth under the caption "Information About Our Executive Officers."
Pursuant to Rule 303A.10 of the NYSE and Item 406 of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended, EOG has adopted the Code of Conduct, which applies to all EOG directors, officers and employees, including EOG's principal executive officer, principal financial officer and principal accounting officer. EOG has also adopted a Code of Ethics for Senior Financial Officers (Code of Ethics) that, along with EOG's Code of Conduct, applies to EOG's principal executive officer, principal financial officer, principal accounting officer and controllers.
You can access the Code of Conduct and Code of Ethics on the "Governance" page under "Investors" on EOG's website at www.eogresources.com, and any EOG stockholder who so requests may obtain a printed copy of the Code of Conduct and Code of Ethics by submitting a written request to EOG's Corporate Secretary.
EOG intends to disclose any amendments to the Code of Conduct or Code of Ethics, and any waivers with respect to the Code of Conduct or Code of Ethics granted to EOG's principal executive officer, principal financial officer, principal accounting officer, any of our controllers or any of our other employees performing similar functions, on its 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 EOG's website for at least 12 months after the initial disclosure. There have been no waivers granted with respect to EOG's Code of Conduct or Code of Ethics.
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