EOGEOG Resources
Deals with insiders in the proxy filed 2026-03-27
Deals between EOG and its directors, executives, owners of more than 5% or their families: a relative on the payroll, a plane the company charters from its CEO, a director's company that buys from it. SEC rules (Item 404) make the company list every such deal over $120,000 in its proxy statement.
New this year
Paragraphs about a deal, a person or a relative with nothing like them in the proxy filed 2025-03-28.
Related Party Transactions“During fiscal year 2025, JPM served as the administrative agent for, and a committed lender under, (i) our $1.9 billion senior unsecured revolving credit facility (dated June 7, 2023 and terminated effective December 3, 2025) and (ii) our $3.0 billion senior unsecured revolving credit facility (dated December 3, 2025 and which replaced the above-referenced facility dated June 7, 2023). Also during fiscal year 2025, JPM and other financial institutions were parties to a commitment letter with EOG, in respect of a $2.0 billion senior unsecured 364-day bridge loan facility (which commitments were dated May 30, 2025 and were terminated effective July 1, 2025), entered into in connection with our 2025 acquisition of Encino Acquisition Partners, LLC. In addition, JPM served as an underwriter for our public offerings of senior notes completed in July 2025 and November 2025 and provided customary banking services (such as payment services and account maintenance) to EOG during fiscal year 2025.”
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Related Party Transactions“In connection with such facilities, senior notes offerings and banking services, JPM received customary fees and underwriting discounts from EOG during fiscal year 2025 totaling approximately $4.0 million. For additional information regarding such revolving credit facilities and senior notes offerings, see Note 2 to the Consolidated Financial Statements included in EOG’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025.”
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Related Party Transactions“In addition, EOG and JPM are parties from time to time to certain financial commodity derivative transactions and transactions for the physical purchase and sale of natural gas. During fiscal year 2025, (i) EOG made net cash payments to JPM totaling approximately $10.1 million in connection with settlements of financial commodity derivative transactions and (ii) JPM made net cash payments to EOG totaling approximately $5.1 million in connection with the physical purchase and sale of natural gas.”
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Related Party Transactions“Pursuant to our related party transactions policy, the Audit Committee has (1) satisfied itself that it has been fully informed as to the material facts of EOG’s transactions, arrangements and relationships with JPM (including the nature of such transactions, arrangements and relationships and the fees, other compensation and payments received by JPM in connection therewith); (2) determined that such transactions are in, and are not inconsistent with, the best interests of EOG and our stockholders and (3) approved and ratified our prior and future transactions, arrangements and relationships with JPM.”
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No longer reported 1 paragraph of the proxy filed 2025-03-28 with nothing like them this year
Related Party Transactions“Mr. Lloyd W. Helms, Jr., our President until his retirement from EOG in May 2024, has a son, Cory Helms, who was employed by EOG during fiscal year 2024 as an engineering manager in our Oklahoma City office until his appointment in January 2024 as the Vice President and General Manager of our Denver office. Mr. Cory Helms has been employed by EOG since July 2010, prior to his father becoming an executive officer of EOG. Mr. Lloyd W. Helms, Jr. did not participate in the hiring of his son and has not participated in performance evaluations or compensation decisions regarding his son. Mr. Cory Helms’ total compensation for 2024 (consisting of his annual base salary, annual bonus, stock-based compensation and other benefits and compensation) was less than $1,875,000. We believe that Mr. Cory Helms’ compensation and benefits for 2024 were commensurate with his qualifications, experience and responsibilities and comparable to the compensation and benefits paid to Vice President and General Managers at EOG and in the oil and gas industry with similar qualifications, experience and responsibilities. Pursuant to our related party transactions policy, the Audit Committee has (1) satisfied itself that it has been fully informed as to the material facts of Mr. Cory Helms’ employment relationship with us; (2) determined that (i) the employment relationship is in, and is not inconsistent with, the best interests of EOG and our stockholders and does not present any conflicts of interest and (ii) Mr. Lloyd W. Helms, Jr. did not have a material interest in such employment relationship; and (3) approved and ratified our prior and continued employment of Mr. Cory Helms.”
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New wording of the review policy 1 paragraph without an amount or a name
Related Party Transactions“JPMorgan Chase & Co. filed a Schedule 13G with the SEC in July 2025 reporting that it was the beneficial owner of approximately five percent of our outstanding Common Stock (see “Voting Rights and Principal Stockholders - Stock Ownership of Certain Beneficial Owners” above). From time to time, in the ordinary course of our business, we engage in certain investment banking arrangements, commercial banking-related arrangements and other financial and commercial arrangements and transactions with JPMorgan Chase & Co. (including its subsidiaries and affiliates, “JPM”). In addition, JPM has served from time to time as share repurchase agent in connection with EOG’s Board-authorized share repurchase program, including for repurchases during the first quarter 2026. JPM does not exercise any control over our business and operations and, except for the voting of its shares of our Common Stock at our annual stockholders meetings, does not participate in the management of our business and operations.”
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The whole section
8 paragraphs quoted as filed
Related Party Transactions“We have adopted a written policy relating to the review and approval of “related party transactions”. Generally, under this policy and related SEC regulations, (1) a “related party transaction” is a transaction, or a material amendment to a transaction, involving more than $120,000 between a “related party” and EOG or one of its subsidiaries and (2) a “related party” is (a) a director, director nominee or executive officer of EOG, (b) a beneficial owner of more than 5% of our Common Stock, (c) an immediate family member of, or person sharing the home of, an EOG director, director nominee or executive officer or beneficial owner of more than 5% of our Common Stock or (d) an entity that is owned or controlled by any of the foregoing persons or for which any of the foregoing persons serves as an executive officer, general partner or principal or in a similar capacity or position.”
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Related Party Transactions“Consistent with the recommendations of the NYSE, our policy requires the Audit Committee to review and approve (in the case of a proposed transaction) or ratify (in the case of an existing transaction) each related party transaction and any material amendment to any such transaction. In reviewing and approving, or ratifying, as the case may be, any related party transaction or material amendment to any such transaction, the Audit Committee must satisfy itself that it has been fully informed as to the related party’s relationship to EOG and interest in the transaction and as to the material facts of the transaction, and must determine that the related party transaction (i) is in, or is not inconsistent with, the best interests of EOG and our stockholders and (ii) does not present any conflicts of interest. In addition, the members of the Audit Committee are periodically asked to confirm that they are not aware of any related party transactions, other than any such transactions previously discussed with the Audit Committee.”
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Related Party Transactions“JPMorgan Chase & Co. filed a Schedule 13G with the SEC in July 2025 reporting that it was the beneficial owner of approximately five percent of our outstanding Common Stock (see “Voting Rights and Principal Stockholders - Stock Ownership of Certain Beneficial Owners” above). From time to time, in the ordinary course of our business, we engage in certain investment banking arrangements, commercial banking-related arrangements and other financial and commercial arrangements and transactions with JPMorgan Chase & Co. (including its subsidiaries and affiliates, “JPM”). In addition, JPM has served from time to time as share repurchase agent in connection with EOG’s Board-authorized share repurchase program, including for repurchases during the first quarter 2026. JPM does not exercise any control over our business and operations and, except for the voting of its shares of our Common Stock at our annual stockholders meetings, does not participate in the management of our business and operations.”
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Related Party Transactions“During fiscal year 2025, JPM served as the administrative agent for, and a committed lender under, (i) our $1.9 billion senior unsecured revolving credit facility (dated June 7, 2023 and terminated effective December 3, 2025) and (ii) our $3.0 billion senior unsecured revolving credit facility (dated December 3, 2025 and which replaced the above-referenced facility dated June 7, 2023). Also during fiscal year 2025, JPM and other financial institutions were parties to a commitment letter with EOG, in respect of a $2.0 billion senior unsecured 364-day bridge loan facility (which commitments were dated May 30, 2025 and were terminated effective July 1, 2025), entered into in connection with our 2025 acquisition of Encino Acquisition Partners, LLC. In addition, JPM served as an underwriter for our public offerings of senior notes completed in July 2025 and November 2025 and provided customary banking services (such as payment services and account maintenance) to EOG during fiscal year 2025.”
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Related Party Transactions“In connection with such facilities, senior notes offerings and banking services, JPM received customary fees and underwriting discounts from EOG during fiscal year 2025 totaling approximately $4.0 million. For additional information regarding such revolving credit facilities and senior notes offerings, see Note 2 to the Consolidated Financial Statements included in EOG’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025.”
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Related Party Transactions“In addition, EOG and JPM are parties from time to time to certain financial commodity derivative transactions and transactions for the physical purchase and sale of natural gas. During fiscal year 2025, (i) EOG made net cash payments to JPM totaling approximately $10.1 million in connection with settlements of financial commodity derivative transactions and (ii) JPM made net cash payments to EOG totaling approximately $5.1 million in connection with the physical purchase and sale of natural gas.”
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Related Party Transactions“Pursuant to our related party transactions policy, the Audit Committee has (1) satisfied itself that it has been fully informed as to the material facts of EOG’s transactions, arrangements and relationships with JPM (including the nature of such transactions, arrangements and relationships and the fees, other compensation and payments received by JPM in connection therewith); (2) determined that such transactions are in, and are not inconsistent with, the best interests of EOG and our stockholders and (3) approved and ratified our prior and future transactions, arrangements and relationships with JPM.”
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Related Party Transactions“In addition to our related party transactions policy, our Code of Conduct prohibits transactions involving or benefiting a director or executive officer (or a family member of a director or executive officer) that may constitute a conflict of interest. Any waiver of our Code of Conduct in favor of a director or executive officer requires Board or Board committee approval and reporting under applicable SEC and NYSE regulations, as more fully described under “Corporate Governance - Codes of Conduct and Ethics and Corporate Governance Guidelines” above. There have been no waivers granted with respect to our Code of Conduct to any director or executive officer.”
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Paragraphs are compared by their words, not read by AI: one counts as new when no paragraph last year shares half of its words, or when it names a person or company last year's section did not. A deal reported again with a new amount is not new. Always check the filing. Open the proxy ↗ · Last year's proxy ↗