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This excerpt taken from the EOG DEF 14A filed Mar 25, 2009. ELECTION
OF DIRECTORS
At the Annual Meeting, seven directors are to be elected to hold
office until the next succeeding annual meeting of stockholders
and until their respective successors have been duly elected and
qualified. All of the nominees are our current directors.
A majority of the votes cast in person or by proxy by the
holders of our Common Stock entitled to vote at the Annual
Meeting is required to elect a director. Under our bylaws,
(1) a “majority of the votes cast” means that the
number of shares voted “for” a director’s
election exceeds 50% of the number of votes cast with respect to
that director’s election and (2) votes cast shall
include votes to “withhold authority” (shown as
“against” on the enclosed form of proxy) and exclude
abstentions with respect to that director’s election.
Therefore, abstentions and broker non-votes (which occur if a
broker or other nominee does not have discretionary authority
and has not received instructions with respect to a particular
director nominee within ten days of the Annual Meeting) will not
be counted in determining the number of votes cast with respect
to that director’s election.
Pursuant to our Corporate Governance Guidelines, any nominee for
director who fails to receive a majority vote of our
stockholders at the Annual Meeting must promptly tender his or
her resignation to the Nominating and Governance Committee of
the Board. The Nominating and Governance Committee will evaluate
the resignation and make a recommendation to the Board, who will
then act on the tendered resignation and publicly disclose its
decision and rationale within 90 days following
certification of the stockholder vote.
Unless contrary instructions are given by the stockholder
delivering such proxy, it is the intention of the persons named
as agents and proxies in the enclosed form of proxy to vote such
proxy “FOR” the election of the nominees named herein.
Should any nominee become unavailable for election,
discretionary authority is conferred to vote for a substitute.
Pursuant to our bylaws, the Board has set the number of
directors that shall constitute the Board at seven. Proxies
cannot be voted for a greater number of persons than the number
of nominees named on the enclosed form of proxy, and
stockholders may not cumulate their votes in the election of
directors.
The following information regarding the nominees, their age (as
of February 28, 2009) and their principal occupations,
employment history and directorships in certain companies is as
reported by the respective nominees.
This excerpt taken from the EOG DEF 14A filed Apr 4, 2008. ELECTION
OF DIRECTORS
At the Annual Meeting, six directors are to be elected to hold
office until the next succeeding annual meeting of stockholders
and until their respective successors have been elected and
qualified. All of the nominees are our current directors. As a
result of Mr. Alcorn having attained the age of 74, the
Board, in accordance with our Corporate Governance Guidelines,
has specifically approved his standing for re-election.
Mr. Stevens, a current member of the Board, has 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.
A majority of the votes cast in person or by proxy by the
holders of our Common Stock entitled to vote at the Annual
Meeting is required to elect a director. Under Delaware law,
broker non-votes (which occur if a broker or other nominee does
not have discretionary authority and has not received
instructions with respect to a particular proposal) would not
have the same effect as a vote withheld with respect to a
particular director.
Pursuant to our Corporate Governance Guidelines, any nominee for
director who fails to receive a majority vote of our
stockholders at the Annual Meeting must promptly tender his or
her resignation to the Nominating Committee of the Board. The
Nominating Committee will evaluate the resignation and make a
recommendation to the Board, who will then act on the tendered
resignation within 90 days following certification of the
stockholder vote.
Unless contrary instructions are given by the stockholder
delivering such proxy, it is the intention of the persons named
in the enclosed form of proxy to vote such proxy “FOR”
the election of the nominees named herein. Should any nominee
become unavailable for election, discretionary authority is
conferred to vote for a substitute.
Pursuant to our bylaws, the Board has set the number of
directors that shall constitute the Board at six, effective as
of the date of the Annual Meeting. Proxies cannot be voted for a
greater number of persons than the number of nominees named on
the enclosed form of proxy, and stockholders may not cumulate
their votes in the election of directors.
The following information regarding the nominees, their age (as
of February 29, 2008) and their principal occupations,
employment history and directorships in certain companies is as
reported by the respective nominees.
This excerpt taken from the EOG DEF 14A filed Mar 29, 2007. ELECTION OF DIRECTORS At the Annual Meeting, eight directors are to be elected to hold office until the next succeeding annual meeting of shareholders and until their respective successors have been elected and qualified. All of the nominees are our current directors. As a result of George Alcorn having attained the age of 74, the Board of Directors, in accordance with our Corporate Governance Guidelines, has specifically approved his standing for reelection. Proxies cannot be voted for a greater number of persons than the number of nominees named on the enclosed form of proxy. A majority of the votes cast in person or by proxy by the holders of our common stock is required to elect a director. Accordingly, under Delaware law, abstentions and broker non-votes (which occur if a broker or other nominee does not have discretionary authority and has not received instructions with respect to a particular item) would not have the same effect as a vote withheld with respect to a particular director. Shareholders may not cumulate their votes in the election of directors. It is the intention of the persons named in the enclosed proxy to vote such proxy “FOR” the election of the nominees named herein. Should any nominee become unavailable for election, discretionary authority is conferred to vote for a substitute. The following information regarding the nominees, their principal occupations, employment history and directorships in certain companies is as reported by the respective nominees.
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33 This excerpt taken from the EOG DEF 14A filed Mar 30, 2006. ELECTION OF DIRECTORS At the Annual Meeting, eight directors are to be elected to hold office until the next succeeding annual meeting of shareholders and until their respective successors have been elected and qualified. All of the nominees are currently directors of the Company. Proxies cannot be voted for a greater number of persons than the number of nominees named on the enclosed form of proxy. A majority of the votes cast in person or by proxy by the holders of Common Stock is required to elect a director. Accordingly, under Delaware law, abstentions and broker non-votes (which occur if a broker or other nominee does not have discretionary authority and has not received instructions with respect to a particular item) would not have the same effect as a vote withheld with respect to a particular director. Shareholders may not cumulate their votes in the election of directors. It is the intention of the persons named in the enclosed proxy to vote such proxy “FOR” the election of the nominees named herein. Should any nominee become unavailable for election, discretionary authority is conferred to vote for a substitute. The following information regarding the nominees, their principal occupations, employment history and directorships in certain companies is as reported by the respective nominees.
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3 This excerpt taken from the EOG DEF 14A filed Mar 30, 2005. ELECTION OF DIRECTORS At the Annual Meeting, eight directors are to be elected to hold office until the next succeeding annual meeting of shareholders and until their respective successors have been elected and qualified. All of the nominees are currently directors of the Company. Proxies cannot be voted for a greater number of persons than the number of nominees named on the enclosed form of proxy. A majority of the votes cast in person or by proxy by the holders of Common Stock is required to elect a director. Accordingly, under Delaware law, abstentions and broker non-votes (which occur if a broker or other nominee does not have discretionary authority and has not received instructions with respect to a particular item) would not have the same effect as a vote withheld with respect to a particular director. Shareholders may not cumulate their votes in the election of directors.
It is the intention of the persons named in the enclosed proxy to vote such proxy “FOR” the election of the nominees named herein. Should any nominee become unavailable for election, discretionary authority is conferred to vote for a substitute. The following information regarding the nominees, their principal occupations, employment history and directorships in certain companies is as reported by the respective nominees.
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