[8-K] EOG Resources, Inc. Reports Material Event

Rhea-AI Filing Summary

Soluna Holdings, Inc. ("SLNH"; preferred: SLNHP) has filed a Preliminary Proxy Statement (Form PRE 14A) for its virtual 2025 Annual Meeting scheduled on 18 August 2025. The filing outlines four primary proposals and provides extensive corporate-governance and compensation disclosures.

Key proposals put to shareholders:

• Director Proposal (Proposal 1): Election of two Class II directors—David Michaels (age 70) and Matthew Lipman (age 46)—to serve until 2028. The nine-member board is currently 67% independent (6 of 9).
• Reverse Stock Split Proposal (Proposal 2): Authorisation of one or more reverse splits within a 1-for-5 to 1-for-50 range, to be implemented at the board’s discretion within one year. Importantly, the number of authorised shares will remain unchanged, preserving capacity for future issuance.
• Adjournment Proposal (Proposal 3): Permission to adjourn the meeting if there are insufficient votes to pass Proposal 2.
• Auditor Proposal (Proposal 4): Ratification of UHY LLP as independent registered public accountant for FY 2025.

Capital-markets and performance highlights:

• Pay-versus-Performance table shows a FY 2024 net loss of $58.3 million and a 2-year cumulative decline in TSR from an indexed 228 in 2022 to 53 in 2024.
• Executive compensation rose sharply: CEO John Belizaire received $2.18 million total FY 2024 compensation, including $1.72 million in stock awards; Executive Chairman (and former CEO) Michael Toporek received $7.05 million, largely equity based.
• Equity plans: Combined 2021 and 2023 Stock Incentive Plans allow issuance of up to ~1.7 million common shares and ~1.93 million Series A preferred shares; 209,855 options are currently outstanding.
• Governance measures: Board maintains Audit, Compensation, Nominating & Corporate Governance, and Executive Committees; claw-back, anti-hedging and insider-trading policies are in force.

Voting mechanics: Record date: 9 July 2025. Quorum: 33⅓ % of voting power. Directors require a plurality; other items require a simple majority of votes cast. Reverse split and auditor proposals are expected to be deemed “routine”, enabling discretionary broker voting; director election is “non-routine”.

Strategic implications: The reverse split authority—up to 1:50—signals the board’s intent to manage share price levels while retaining ample authorised shares, potentially facilitating future capital raising. The significant equity-based pay packages align management with shareholders but may be viewed critically given negative TSR and losses.

Positive

• Majority-independent board with comprehensive committee oversight and governance policies, including claw-back and anti-hedging measures.
• Reverse split flexibility may facilitate continued exchange compliance and broaden financing options.
• Detailed pay-versus-performance disclosure enhances transparency in executive compensation.

Negative

• FY 2024 net loss of $58.3 million coupled with significant negative TSR highlights ongoing operational challenges.
• Substantial equity grants to executives ($7.05 million to Executive Chairman) despite poor shareholder returns may raise alignment concerns.
• Reverse split up to 1:50 with no reduction in authorised shares increases potential dilution for existing shareholders.

Insights

Corporate Governance Expert

TL;DR: Filing seeks shareholder backing for broad reverse-split latitude and re-elects long-tenured directors amid hefty equity compensation and ongoing losses.

Governance view: A majority-independent board, detailed committee structure and adoption of claw-back/anti-hedging policies align with best practices. However, board tenure (Michaels since 2013; Lipman since 2016) raises refreshment questions, and compensation escalation—especially a $6.7 million equity grant to the Executive Chairman—creates potential misalignment given a 2024 TSR index of 53 and $58.3 million net loss. Shareholders should scrutinise pay-for-performance justification and the equity pool’s dilutive capacity.

Reverse split: The 1:5–1:50 flexibility without reducing authorised shares increases future issuance capacity, which can be advantageous for financing but dilutive for existing holders. Transparent disclosure of post-split share count strategy would strengthen governance.

Equity Analyst

TL;DR: Reverse split may stabilise share price but, combined with unchanged authorised share count, signals probable future dilution amid persistent losses.

Financial lens: Net loss widened to $58.3 million in 2024; TSR trajectory indicates severe under-performance. Management’s sizeable stock-based awards (CEO 79% equity, Executive Chairman 95% equity) show confidence but materially increase share overhang. The proposed split could help meet exchange-listing thresholds, yet a high ceiling of 1:50 implies share price pressure persists.

Impact assessment: While auditor ratification is routine, the reverse-split proposal is impactful—approval would allow the board to dramatically alter share structure within 12 months. Investors should weigh potential liquidity benefits against dilution risk and monitor subsequent capital-raising actions.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 9, 2025

_______________

EOG RESOURCES, INC.

(Exact name of registrant as specified in its charter)

Delaware			1-9743			47-0684736
(State or other jurisdiction  of incorporation)			(Commission File  Number)			(I.R.S. Employer Identification No.)

1111 Bagby, Sky Lobby 2

Houston, Texas  77002

(Address of principal executive offices) (Zip Code)

713-651-7000

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading symbol(s)			Name of each exchange on which registered
Common Stock, par value $0.01 per share			EOG			New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

EOG RESOURCES, INC.

Item 2.02    Results of Operations and Financial Condition.

I.    Price Risk Management and Other

With the objective of enhancing the certainty of future revenues and cash flows, from time to time EOG enters into financial price swap, option, swaption, collar and basis swap contracts (collectively, Financial Commodity Derivative Contracts). EOG accounts for its Financial Commodity Derivative Contracts using the mark-to-market accounting method.

In addition, EOG accounts for its 10-year natural gas sales agreement that is linked to Brent crude oil prices (Brent Linked Gas Sales Contract) using the mark-to-market accounting method.

During the second quarter of 2025, EOG paid net cash of $24 million for settlements of Financial Commodity Derivative Contracts. There was no cash received related to the Brent Linked Gas Sales Contract as deliveries are expected to commence in January 2027.

For the quarter ended June 30, 2025, U.S. New York Mercantile Exchange (NYMEX) West Texas Intermediate crude oil averaged $63.71 per barrel, and NYMEX natural gas at Henry Hub averaged $3.44 per million British thermal units. EOG's actual realizations for crude oil and natural gas for the quarter ended June 30, 2025, differ from these NYMEX prices due to delivery location (basis), quality and appropriate revenue adjustments. EOG's actual realizations for natural gas liquids (NGLs) are influenced by the components extracted, including ethane, propane, butane and natural gasoline, among others, and the respective market pricing for each component.

II.    Forward-Looking Statements

Information Regarding Forward-Looking Statements

This Current Report on Form 8-K includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical facts, including, among others, statements and projections regarding EOG's future financial position, operations, performance, business strategy, goals, returns and rates of return, budgets, reserves, levels of production, capital expenditures, operating costs and asset sales, statements regarding future commodity prices and statements regarding the plans and objectives of EOG's management for future operations, are forward‐looking statements. EOG typically uses words such as "expect," "anticipate," "estimate," "project," "strategy," "intend," "plan," "target," "aims," "ambition," "initiative," "goal," "may," "will," "focused on," "should" and "believe" or the negative of those terms or other variations or comparable terminology to identify its forward‐looking statements. In particular, statements, express or implied, concerning EOG's future financial or operating results and returns or EOG's ability to replace or increase reserves, increase production, generate returns and rates of return, replace or increase drilling locations, reduce or otherwise control drilling, completion and operating costs and capital expenditures, generate cash flows, pay down or refinance indebtedness, achieve, reach or otherwise meet initiatives, plans, goals, ambitions or targets with respect to emissions, other environmental matters or safety matters, pay and/or increase regular and/or special dividends or repurchase shares are forward‐looking statements. Forward-looking statements are not guarantees of performance. Although EOG believes the expectations reflected in its forward-looking statements are reasonable and are based on reasonable assumptions, no assurance can be given that such assumptions are accurate or will prove to have been correct or that any of such expectations will be achieved (in full or at all) or will be achieved on the expected or anticipated timelines. Moreover, EOG's forward-looking statements may be affected by known, unknown or currently unforeseen risks, events or circumstances that may be outside EOG's control. Important factors that could cause EOG's actual results to differ materially from the expectations reflected in EOG's forward-looking statements include, among others:

•the timing, magnitude and duration of changes in prices for, supplies of, and demand for, crude oil and condensate, natural gas liquids (NGLs), natural gas and related commodities;

•the extent to which EOG is successful in its efforts to acquire or discover additional reserves;

•the extent to which EOG is successful in its efforts to (i) economically develop its acreage in, (ii) produce reserves and achieve anticipated production levels and rates of return from, (iii) decrease or otherwise control its drilling, completion and operating costs and capital expenditures related to, and (iv) maximize reserve recoveries from, its existing and future crude oil and natural gas exploration and development projects and associated potential and existing drilling locations;

•the success of EOG's cost-mitigation initiatives and actions in offsetting the impact of any inflationary or other pressures on EOG's operating costs and capital expenditures;

•the extent to which EOG is successful in its efforts to market its production of crude oil and condensate, NGLs and natural gas;

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•security threats, including cybersecurity threats and disruptions to our business and operations from breaches of our information technology systems, physical breaches of our facilities and other infrastructure or breaches of the information technology systems, facilities and infrastructure of third parties with which we transact business, and enhanced regulatory focus on the prevention of, and disclosure requirements relating to, cyber incidents;

•the availability, proximity and capacity of, and costs associated with, appropriate gathering, processing, compression, storage, transportation, refining, liquefaction and export facilities and equipment;

•the availability, cost, terms and timing of issuance or execution of mineral licenses, concessions and leases and governmental and other permits and rights-of-way, and EOG's ability to retain mineral licenses, concessions and leases;

•the impact of, and changes in, government policies, laws and regulations, including climate change-related regulations, policies and initiatives (for example, with respect to air emissions); tax laws and regulations (including, but not limited to, carbon tax or other emissions-related legislation); environmental, health and safety laws and regulations relating to disposal of produced water, drilling fluids and other wastes, hydraulic fracturing and access to and use of water; laws and regulations affecting the leasing of acreage and permitting for oil and gas drilling and the calculation of royalty payments in respect of oil and gas production; laws and regulations imposing additional permitting and disclosure requirements, additional operating restrictions and conditions or restrictions on drilling and completion operations and on the transportation of crude oil, NGLs and natural gas; laws and regulations with respect to financial and other derivatives and hedging activities; and laws and regulations with respect to the import and export of crude oil, natural gas and related commodities;

•the impact of climate change-related legislation, policies and initiatives; climate change-related political, social and shareholder activism; and physical, transition and reputational risks and other potential developments related to climate change;

•the extent to which EOG is able to successfully and economically develop, implement and carry out its emissions and other environmental or safety-related initiatives and achieve its related targets, goals, ambitions and initiatives;

•EOG's ability to effectively integrate acquired crude oil and natural gas properties into its operations, identify and resolve existing and potential issues with respect to such properties and accurately estimate reserves, production, drilling, completion and operating costs and capital expenditures with respect to such properties;

•the extent to which EOG's third-party-operated crude oil and natural gas properties are operated successfully, economically and in compliance with applicable laws and regulations;

•competition in the oil and gas exploration and production industry for the acquisition of licenses, concessions, leases and properties;

•the availability and cost of, and competition in the oil and gas exploration and production industry for, employees, labor and other personnel, facilities, equipment, materials (such as water, sand, fuel and tubulars) and services;

•the accuracy of reserve estimates, which by their nature involve the exercise of professional judgment and may therefore be imprecise;

•weather and natural disasters, including its impact on crude oil and natural gas demand, and related delays in drilling and in the installation and operation (by EOG or third parties) of production, gathering, processing, refining, liquefaction, compression, storage, transportation, and export facilities;

•the ability of EOG's customers and other contractual counterparties to satisfy their obligations to EOG and, related thereto, to access the credit and capital markets to obtain financing needed to satisfy their obligations to EOG;

•EOG's ability to access the commercial paper market and other credit and capital markets to obtain financing on terms it deems acceptable, if at all, and to otherwise satisfy its capital expenditure requirements;

•the extent to which EOG is successful in its completion of planned asset dispositions;

•the extent and effect of any hedging activities engaged in by EOG;

•the timing and extent of changes in foreign currency exchange rates, interest rates, inflation rates, global and domestic financial market conditions and global and domestic general economic conditions;

•the economic and financial impact of epidemics, pandemics or other public health issues;

•geopolitical factors and political conditions and developments around the world (such as the imposition of tariffs or trade or other economic sanctions, political instability and armed conflicts), including in the areas in which EOG operates;

•the extent to which EOG incurs uninsured losses and liabilities or losses and liabilities in excess of its insurance coverage; and

•the other factors described under ITEM 1A, Risk Factors of EOG's Annual Report on Form 10-K for the year ended December 31, 2024, and any updates to those factors set forth in EOG's subsequent Quarterly Reports on Form 10-Q or Current Reports on Form 8-K.

In light of these risks, uncertainties and assumptions, the events anticipated by EOG's forward-looking statements may not occur, and, if any of such events do, we may not have anticipated the timing of their occurrence or the duration or extent of their impact on our actual results. Accordingly, you should not place any undue reliance on any of EOG's forward-looking statements. EOG's forward-looking statements speak only as of the date made, and EOG undertakes no obligation, other than as required by applicable law, to update or revise its forward-looking statements, whether as a result of new information, subsequent events, anticipated or unanticipated circumstances or otherwise.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

						EOG RESOURCES, INC. (Registrant)
Date: July 9, 2025			By:			/s/ ANN D. JANSSEN                                                                                     Ann D. Janssen Executive Vice President and Chief Financial Officer (Principal Financial Officer and Duly Authorized Officer)

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