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This excerpt taken from the EOG DEF 14A filed Apr 4, 2008. Nominating
Committee
The Nominating Committee, which is composed exclusively of
independent directors, is responsible for proposing qualified
candidates to fill vacancies on the Board without regard to
race, sex, age, religion or physical disability. While there are
no specific minimum requirements that the Nominating Committee
believes must be met by a prospective director nominee, the
Nominating Committee does believe that nominees for director
should possess personal and professional integrity, have good
business judgment, have relevant experience and skills and be
willing and able to commit the necessary time for Board and
committee service.
Our Corporate Governance Guidelines, which are available at
www.eogresources.com/about/corpgov.html, set forth the following
minimum requirements for directors:
The Nominating Committee uses a variety of methods for
identifying and evaluating nominees for director. As an
alternative to term limits for directors, the Nominating
Committee reviews each director’s continuation on the Board
every three years. The Nominating Committee also regularly
assesses the appropriate size of the Board and whether any
vacancies on the Board are expected due to retirement or
otherwise. In addition, the Nominating Committee will consider
various potential candidates for director. Candidates may come
to the attention of the Nominating Committee through current
Board members, professional search firms, stockholders or other
persons. These candidates may be evaluated at regular or special
meetings of the Nominating Committee and may be considered at
any point during the year. In evaluating nominees, the
Nominating Committee seeks to achieve a balance of knowledge,
experience and capability on the Board.
In addition, the Nominating Committee will consider nominees
recommended by stockholders in accordance with the procedures
outlined under “Stockholder Proposals and Director
Nominations — Nominations for 2009 Annual Meeting of
Stockholders and for Any Special Meetings of Stockholders”
below. The Nominating Committee will evaluate such nominees
according to the same criteria, and in the same manner, as any
other director nominee.
The Nominating Committee met three times during the year ended
December 31, 2007 (including a joint meeting of the Board
and the Compensation, Corporate Governance and Nominating
Committees), and is currently composed of Messrs. Crisp
(Chairman), Alcorn, Stevens, Steward, Textor and Wisner.
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