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This excerpt taken from the EOG DEF 14A filed Mar 25, 2009. Board of
Directors
Director
Independence
The Board has affirmatively determined that six of our seven
current directors, namely Messrs. Alcorn, Crisp, Day,
Steward, Textor and Wisner, have no 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 at
www.eogresources.com/about/corpgov.html, as well as the
independence requirements of the NYSE and the SEC. The Board
also affirmatively determined previously that Mr. Stevens,
our former director who retired from the Board effective at the
end of his
2007-2008
term, which expired in conjunction with the 2008 annual meeting
of stockholders, had no material relationship with EOG and thus
met the same criteria for independence.
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 is a director or executive officer or with
which one of our directors is otherwise affiliated. Except with
respect to Mr. Papa, the Board 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
affirmatively determined that Mr. Papa is not independent
because he is our Chief Executive Officer (“CEO”).
Meetings
The Board held seven meetings during the year ended
December 31, 2008 (including a joint meeting of the Board
and the Compensation, Corporate Governance and Nominating
Committees of the Board).
Each director attended at least 75% of the total number of
meetings of the Board and Board committees on which the director
served. Mr. Day, following his appointment to the Board on
July 29, 2008, attended each of the
Table of Contents
meetings of the Board and Board committees on which he served.
We encourage each director to attend our annual meeting of
stockholders. Except for Messrs. Wisner, Day and Stevens,
each director attended our 2008 annual meeting of stockholders.
Mr. Wisner was unable to attend the 2008 annual meeting due
to certain business commitments outside of the Houston, Texas
area. As noted above, Mr. Day was not appointed to the
Board until after the date of the 2008 annual meeting and
Mr. Stevens retired from the Board effective at the end of
his
2007-2008
term, which expired in conjunction with the 2008 annual meeting
of stockholders.
Executive
Sessions of Non-Employee Directors
Our non-employee directors held four executive sessions during
the year ended December 31, 2008. Messrs. Alcorn,
Crisp, Steward, Textor and Wisner attended each of the executive
sessions. Mr. Stevens, our former director, attended one
executive session prior to his retirement from the Board
effective May 8, 2008, and Mr. Day attended each of
the two executive sessions held following his appointment to the
Board. Mr. Alcorn was appointed by the non-employee
directors as the presiding director for these sessions, and
Mr. Day has been appointed by the non-employee directors as
the presiding director for executive sessions in 2009.
This excerpt taken from the EOG DEF 14A filed Apr 4, 2008. Board of
Directors
Director
Independence
The Board has affirmatively determined that six of our seven
current directors, namely Messrs. Alcorn, Crisp, Stevens,
Steward, Textor and Wisner, have no material relationship with
EOG and thus meet the criteria for independence of the NYSE, the
SEC and Article III, Section 14 of our bylaws, which
are available on our website at
www.eogresources.com/about/corpgov.html.
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 is a director or executive officer or with
which one of our directors is otherwise affiliated. Except with
respect to Mr. Papa, the Board 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
affirmatively determined that Mr. Papa is not independent
because he is our Chairman and Chief Executive Officer.
Meetings
The Board held seven meetings during the year ended
December 31, 2007 (including a joint meeting of the Board
and the Compensation, Corporate Governance and Nominating
Committees of the Board and a joint meeting of the Board and the
Compensation Committee of the Board).
Each director attended at least 75% of the total number of
meetings of the Board and Board committees on which the director
served. We encourage each director to attend our annual meeting
of stockholders. Each director attended our 2007 annual meeting
of stockholders.
Executive
Sessions of Non-Management Directors
Our non-management directors (Messrs. Alcorn, Crisp, Stevens,
Steward, Textor and Wisner) held four executive sessions during
the year ended December 31, 2007. Mr. Stevens was
appointed by the non-management directors as the presiding
director for these sessions, and Mr. Alcorn has been
appointed by the non-management directors as the presiding
director for executive sessions in 2008.
On March 3, 2008, Mr. Stevens notified the Nominating
Committee of the Board that he will retire from the Board at the
end of his current term, which will expire in conjunction with
the Annual Meeting, and will therefore not stand for re-election
as a director at the Annual Meeting. Mr. Segner resigned
from the Board effective June 30, 2007.
This excerpt taken from the EOG DEF 14A filed Mar 29, 2007. Board of Directors Director Independence The Board of Directors has affirmatively determined that six of our directors, Messrs. Alcorn, Crisp, Stevens, Steward, Textor and Wisner, who together constitute three-fourths of our directors, have no material relationship with EOG and thus meet the criteria for independence required by the New York Stock Exchange (NYSE) and our bylaws. In determining Mr. Wisner’s independence, the Board of Directors considered the nature and extent of the business relationship between EOG and American International Group Inc., for which Mr. Wisner serves as Vice Chairman – External Affairs and found that the business relationship is not material to us. In determining the independence of Mr. Textor, the Board of Directors considered the nature and extent of the business relationship between EOG and The Goldman Sachs Group, L.P., of which Mr. Textor was formerly a partner, and found that the business relationship is not material to us. The independence standards contained in our bylaws are available on our website at www.eogresources.com and are attached as Appendix A to this proxy statement. Under our Corporate Governance Guidelines, no director may serve on more than three other public company boards. Meetings The Board of Directors held six regularly scheduled meetings during the year ended December 31, 2006. Each director attended at least 75% of the total number of meetings of the Board of Directors and the committees on which the director served. We encourage each director to attend our annual shareholders’ meeting. Each director attended the 2006 Annual Meeting of Shareholders. Executive Sessions of Non-Management Directors The non-management directors held four executive sessions in 2006. Mr. Steward was appointed by the non-management directors as the presiding director for these meetings. Mr. Stevens has been appointed by the non-management directors as the presiding director for executive sessions in 2007. | EXCERPTS ON THIS PAGE:
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