|
|
 | | | |
- close
- close
- close
- close
EOG » Topics » Nominations for 2010 Annual Meeting of Stockholders and for Any Special Meetings of StockholdersThis excerpt taken from the EOG DEF 14A filed Mar 25, 2009. Nominations
for 2010 Annual Meeting of Stockholders and for Any Special
Meetings of Stockholders
Only persons who are nominated in accordance with the following
procedures shall be eligible for election as directors. Pursuant
to our bylaws, nominations of persons for election to our Board
may be made at a meeting of our stockholders:
Nominations by any of our stockholders shall be made pursuant to
timely notice in writing to our Corporate Secretary. To be
timely, notice given by a stockholder shall be delivered to our
Corporate Secretary at our principal executive offices at 1111
Bagby Street, Sky Lobby 2, Houston, Texas 77002, (1) with
respect to an election to be held at our 2010 annual meeting of
stockholders, no earlier than December 30, 2009 and no
later than January 29, 2010 and (2) with respect to an
election to be held at a special meeting of our stockholders for
the election of directors, not earlier than the close of
business on the 120th day, and not later than the close of
business on the later of the 90th day, prior to the date of
such special meeting or, if the first public announcement of the
date of such special meeting is less than 100 days prior to
the date of such special meeting, the 10th day following
the day on which public announcement is first made of the date
of the special meeting and of the nominees proposed by the Board
to be elected at such meeting.
The notice shall set forth the information required by
Article II, Section 3 of our bylaws, including, but
not limited to, (1) such stockholder’s name and
address, as such information appears on our books, (2) the
number of shares of our Common Stock which are directly or
indirectly beneficially owned by the stockholder, (3) all
other direct or indirect interests of such stockholder in our
Common Stock (including derivative and “short”
interests),
Table of Contents
(4) any arrangement pursuant to which such stockholder has
a right to vote any shares of our Common Stock, (5) all
information relating to such stockholder’s director nominee
that would be required to be disclosed in a proxy statement in
connection with solicitations of proxies for election of
directors in a contested election pursuant to Section 14 of
the Exchange Act (including such nominee’s written consent
to being named in the proxy statement as a nominee and to
serving as a director if elected) and (6) a description of
all direct and indirect compensation and other material monetary
agreements and relationships between such stockholder and such
proposed nominee, including, without limitation, all information
that would be required to be disclosed pursuant to Item 404
promulgated under
Regulation S-K
if the stockholder making the nomination were the
“registrant” for purposes of such rule and the nominee
were a director or executive officer of such registrant.
In the event a person is validly designated as a nominee to the
Board and shall thereafter become unable or unwilling to stand
for election to the Board, the Board or the stockholder who
proposed such nominee, as the case may be, may designate a
substitute nominee.
Notwithstanding our bylaw provisions described above, a
stockholder shall also comply with all applicable requirements
of the Exchange Act and the related rules and regulations
thereunder with respect to the matters set forth in such bylaw
provisions.
|
| |||||||
