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This excerpt taken from the EOG DEF 14A filed Mar 25, 2009. 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”).
This excerpt taken from the EOG DEF 14A filed Apr 4, 2008. 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.
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