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EOG Resources (NYSE: EOG) boosts share repurchase authorization to $20 billion

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

EOG Resources, Inc. reported results from its 2026 annual stockholder meeting and a major expansion of its share repurchase plan. All nine director nominees were elected, each receiving approximately 96% to over 99% of votes cast. Stockholders also ratified Deloitte & Touche LLP as auditors for the year ending December 31, 2026, and approved on an advisory basis the compensation of EOG’s named executive officers with 450,409,046 shares, or 96.58% of shares voted, in favor.

Separately, EOG highlighted its existing $10 billion share repurchase authorization. As of March 31, 2026, the company had repurchased about 59.4 million shares at a total cost of approximately $7.1 billion, leaving about $2.9 billion still available. Effective May 20, 2026, EOG’s Board increased the total Share Repurchase Authorization to $20 billion, adding $10 billion on top of the remaining capacity for future buybacks.

Positive

  • Board doubles share repurchase authorization to $20 billion, adding $10 billion of capacity on top of the approximately $2.9 billion that remained available as of March 31, 2026, after repurchasing 59.4 million shares for about $7.1 billion.

Negative

  • None.

Insights

EOG doubled its buyback authorization to $20B after already deploying $7.1B.

EOG Resources’ Board expanded the Share Repurchase Authorization from $10 billion to $20 billion, effective May 20, 2026. This follows prior repurchases of approximately 59.4 million shares for about $7.1 billion as of March 31, 2026, leaving $2.9 billion then available.

The move materially increases potential future capital returned through buybacks, but actual impact depends on execution pace, market conditions and other capital priorities. Strong support in director elections and the say‑on‑pay vote, where 96.58% of shares voted backed executive compensation, indicates broad shareholder alignment with current governance and capital allocation strategy.

Subsequent disclosures in periodic reports will show how quickly EOG uses the expanded authorization and how buybacks interact with its investment, balance sheet and dividend decisions for periods after March 31, 2026.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Record-date shares entitled to vote 535,715,814 shares Common stock issued, outstanding and entitled to vote as of March 23, 2026
Director support example 463,782,715 shares (99.42%) Votes For John D. Chandler in director election
Auditor ratification support 471,937,317 shares (96.28%) Votes For ratifying Deloitte & Touche LLP for 2026
Say-on-pay support 450,409,046 shares (96.58%) Votes For advisory approval of named executive officer compensation
Shares repurchased 59.4 million shares Total common shares repurchased under authorization as of March 31, 2026
Repurchase cost to date $7.1 billion Total cost of repurchases including commissions and fees as of March 31, 2026
Remaining capacity pre-increase $2.9 billion Amount still available under $10 billion authorization as of March 31, 2026
New total repurchase authorization $20 billion Share Repurchase Authorization after $10 billion increase effective May 20, 2026
non-binding advisory vote financial
"to hold a non-binding advisory vote on the compensation of EOG’s named executive officers"
A non-binding advisory vote is a shareholder vote that expresses investors’ opinion on a proposal (such as executive pay, corporate policy, or governance practices) but does not legally force the company to act. Think of it like a customer survey: it signals whether owners approve or disapprove and can pressure boards and managers to change course, so investors watch the result as an indicator of governance risk and potential future shifts in company strategy or leadership.
broker non-votes financial
"Shares For | % of Shares Voted | Shares Against | Shares Abstaining | Broker Non-Votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
share repurchase authorization financial
"a share repurchase authorization that allows for the repurchase by EOG of up to $10 billion of its common stock"
A share repurchase authorization is a company's official approval to buy back its own shares from the market. This signals that the company believes its stock is a good investment and can help increase the value of remaining shares by reducing how many are available. For investors, it often suggests confidence from the company and can influence the stock’s price.
emerging growth company regulatory
"Emerging growth company EOG RESOURCES, INC."
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
Regulation 14A regulatory
"Proxies for the 2026 Annual Meeting were solicited by EOG's Board pursuant to Regulation 14A"
Regulation 14A is a U.S. securities rule that governs how companies prepare, disclose and distribute proxy materials when asking shareholders to vote on matters like board elections, mergers or executive pay. Think of it as a rulebook and checklist that forces clear, timely information and limits misleading persuasion so investors can make informed voting choices; those votes can change who runs a company and influence its strategy and value.
independent registered public accounting firm financial
"Deloitte & Touche LLP, independent registered public accounting firm, as EOG’s auditors"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
Understanding 8-K Material Events →
0000821189FALSE00008211892026-05-212026-05-21


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): May 21, 2026 (May 20, 2026)

_______________

EOG RESOURCES, INC.
(Exact name of registrant as specified in its charter)
Delaware1-974347-0684736
(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 shareEOGNew 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 5.07     Submission of Matters to a Vote of Security Holders.

2026 Annual Meeting of Stockholders

The 2026 annual meeting of stockholders (2026 Annual Meeting) of EOG Resources, Inc. (EOG) was held on May 20, 2026, via live webcast, for the following purposes: (i) to elect nine directors to hold office until EOG’s 2027 annual meeting of stockholders and until their respective successors are duly elected and qualified; (ii) to ratify the appointment by the Audit Committee of the Board of Directors (Board) of Deloitte & Touche LLP, independent registered public accounting firm, as EOG’s auditors for the year ending December 31, 2026; and (iii) to hold a non-binding advisory vote on the compensation of EOG’s named executive officers.

At the close of business on March 23, 2026, the record date for the 2026 Annual Meeting, there were 535,715,814 shares of EOG common stock issued, outstanding and entitled to vote at the 2026 Annual Meeting. Proxies for the 2026 Annual Meeting were solicited by EOG's Board pursuant to Regulation 14A under the Securities Exchange Act of 1934 (as amended).

Vote Results - Election of Directors

Each of the nine nominees for director was duly elected by EOG’s stockholders, with votes as follows:

NomineeShares For% of Shares VotedShares AgainstShares AbstainingBroker Non-Votes
John D. Chandler463,782,71599.42%2,696,345202,45623,613,040
Janet F. Clark456,655,32397.89%9,835,512190,68123,613,040
Charles R. Crisp455,613,89197.66%10,872,161195,46423,613,040
Robert P. Daniels461,668,05198.96%4,810,337203,12823,613,040
Lynn A. Dugle449,696,70996.39%16,798,920185,88723,613,040
C. Christopher Gaut461,477,19898.92%5,011,792192,52623,613,040
Michael T. Kerr457,518,66398.07%8,972,299190,55423,613,040
Julie J. Robertson460,296,22898.72%5,939,821445,46723,613,040
Ezra Y. Yacob454,254,75097.37%12,234,001192,76523,613,040

Vote Results - Ratification of Auditors

The appointment of Deloitte & Touche LLP, independent registered public accounting firm, as EOG’s auditors for the year ending December 31, 2026, was ratified by EOG’s stockholders, with votes as follows:

Shares For% of Shares VotedShares AgainstShares AbstainingBroker Non-Votes
471,937,31796.28%18,187,649169,590—

Vote Results - “Say-on-Pay” Vote

With respect to the non-binding advisory vote on the compensation of EOG’s named executive officers, as disclosed in EOG’s definitive proxy statement for the 2026 Annual Meeting, the compensation of EOG’s named executive officers was approved by EOG’s stockholders by the following vote:

Shares For% of Shares VotedShares AgainstShares AbstainingBroker Non-Votes
450,409,04696.58%15,902,955369,51523,613,040


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Item 8.01 Other Events.

As previously reported, EOG’s Board has established a share repurchase authorization that allows for the repurchase by EOG of up to $10 billion of its common stock (Share Repurchase Authorization). For further information regarding the Share Repurchase Authorization, see Part II, Item 2, Unregistered Sales of Equity Securities and Use of Proceeds, in EOG’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026.

As of March 31, 2026, (i) EOG had repurchased approximately 59.4 million shares at a total cost of approximately $7.1 billion (inclusive of commissions and transaction fees) under the Share Repurchase Authorization and (ii) approximately $2.9 billion remained available for repurchases under the Share Repurchase Authorization.

On and effective May 20, 2026, the Board increased the Share Repurchase Authorization from $10 billion to $20 billion. This increase of $10 billion is additive to, and supplements, the amount remaining available for repurchases under the Share Repurchase Authorization.












































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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: May 21, 2026By:
/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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Source: View Original Filing on SEC EDGAR

FAQ

What did EOG (EOG) shareholders approve at the 2026 annual meeting?

Shareholders elected nine directors, ratified Deloitte & Touche LLP as auditor for 2026, and approved on a non-binding basis the compensation of EOG’s named executive officers, all with strong majority support in terms of shares voted and percentages reported.

How strong was support for EOG (EOG) directors in the 2026 vote?

Each of the nine director nominees received between roughly 96% and over 99% of votes cast “For.” For example, John D. Chandler received 463,782,715 votes, or 99.42% of shares voted, with relatively few votes cast against or abstaining.

What were the 2026 say-on-pay results for EOG (EOG) executives?

Stockholders approved EOG’s executive compensation on an advisory basis, with 450,409,046 shares, or 96.58% of shares voted, in favor. Only 15,902,955 shares voted against and 369,515 abstained, with 23,613,040 broker non-votes reported for this proposal.

How large is EOG (EOG)’s share repurchase authorization after the latest increase?

The Board increased EOG’s Share Repurchase Authorization from $10 billion to $20 billion effective May 20, 2026. The additional $10 billion supplements the approximately $2.9 billion that remained available as of March 31, 2026, for future common stock repurchases.

How much stock has EOG (EOG) repurchased under its authorization so far?

As of March 31, 2026, EOG had repurchased about 59.4 million shares of its common stock. The total cost of these repurchases, including commissions and transaction fees, was approximately $7.1 billion under the previously established Share Repurchase Authorization.

How many EOG (EOG) shares were entitled to vote at the 2026 annual meeting?

At the close of business on March 23, 2026, the record date for the 2026 annual meeting, there were 535,715,814 shares of EOG common stock issued, outstanding, and entitled to vote according to the company’s reported share count.

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