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: June 21, 2005
_______________
EOG RESOURCES, INC.
(Exact name of registrant as specified in its charter)
Delaware 1-9743 47-0684736
(State or other (Commission File (I.R.S. Employer
jurisdiction Number) Identification
of incorporation or No.)
organization
333 Clay 77002
Suite 4200 (Zip code)
Houston, Texas
(Address of principal
executive offices)
713/651-7000
(Registrant's telephone number, including area code)
EOG RESOURCES, INC.
Item 1.01. Entry into a Material Definitive Agreement.
i) Amendment to Rights Plan
On June 15, 2005, EOG Resources, Inc., a Delaware
corporation ("EOG" or the "Company"), entered into an amendment
(the "Amendment") to its Rights Agreement, dated as of February
14, 2000, as amended, between the Company and EquiServe Trust
Company, N.A. (as Rights Agent) (the "Rights Agreement") to
modify the definition of "Qualified Institutional Investor" and
to amend the Rights Agreement in certain other respects. Under
the terms of the Amendment, a Qualified Institutional Investor is
an institution that meets the following requirements: (1) such
institutional investor is described in Rule 13d-1(b)(1)
promulgated under the Securities Exchange Act of 1934 and is
eligible to report (and, if such institutional investor
beneficially owns greater than 5% of the Company's common stock,
par value $.01 per share (the "Company Common Stock"), then
outstanding, does in fact report) beneficial ownership of Company
Common Stock on Schedule 13G; (2) such institutional investor is
not required to file a Schedule 13D (or any successor or
comparable report) with respect to its beneficial ownership of
the Company Common Stock; and (3) such institutional investor
shall "Beneficially Own" less than 15% of the Company Common
Stock then outstanding; provided, however, that a Person who
would constitute a Qualified Institutional Investor except for
its failure to satisfy clause (3) above shall nonetheless
constitute a Qualified Institutional Investor if (A) such Person
or an Affiliate of such Person shall have, as of December 31,
2004, reported beneficial ownership of greater than 5% of the
Company Common Stock for a period of two consecutive years and
shall thereafter continuously beneficially own greater than 5% of
the Company Common Stock then outstanding prior to the time of
determination, (B) such Person shall be the Beneficial Owner of
less than 15% of the Company Common Stock then outstanding
(including in such calculation the holdings of all such Person's
Affiliates and Associates other than those which, under published
interpretations of the SEC or its Staff, are eligible to file
separate reports on Schedule 13G with respect to their beneficial
ownership of the Company Common Stock), and (C) such Person shall
be the Beneficial Owner of less than 30% of the Company Common
Stock then outstanding (including in such calculation the
holdings of all such Person's Affiliates and Associates). Under
the terms of the Rights Agreement, a "Person" (other than the
Company, any subsidiary of the Company, any employee benefit plan
of the Company or any subsidiary of the Company, or any entity
holding Company Common Stock for or pursuant to the terms of any
such plan) who does not meet the aforementioned exception is
deemed an "Acquiring Person" if such Person is the Beneficial
Owner of 10% or more of the Company Common Stock.
A copy of the Amendment is set forth as Exhibit 4.1 to this
Current Report on Form 8-K and is incorporated by reference
herein. The foregoing is qualified in its entirety by reference
to the Amendment.
ii) Employment Agreements
On June 15, 2005, the Company entered into an Executive
Employment Agreement with each of the executive officers listed
below. Under the terms of each agreement, the executive officer
is entitled to an annual base salary not less than that indicated
below for each executive officer. In addition, the executive
officer is eligible to participate in the Company's annual bonus plan
for executive officers, and is eligible to receive certain other
long-term incentives. Each agreement provides for a four-year
term with automatic one-year renewals following the expiration of
such initial term, unless either the Company or the executive
officer provides 120 days notice of intent not to renew, or the
agreement is otherwise terminated in accordance with its terms.
Each agreement also includes certain severance benefits, post-
employment non-competition provisions and confidentiality provisions.
a) Mark G. Papa, Chairman and Chief Executive Officer.
Under the terms of the agreement with Mr. Papa, he is
entitled to an annual base salary of not less than $940,000.
b) Edmund P. Segner, III, President and Chief of Staff.
Under the terms of the agreement with Mr. Segner, he is
entitled to an annual base salary of not less than $485,000.
c) Loren M. Leiker, Executive Vice President, Exploration &
Development. Under the terms of the agreement with Mr.
Leiker, he is entitled to an annual base salary of not less
than $445,000.
d) Gary L. Thomas, Executive Vice President, Operations.
Under the terms of the agreement with Mr. Thomas, he is
entitled to an annual base salary of not less than $445,000.
e) Barry Hunsaker, Jr., Senior Vice President and General
Counsel. Under the terms of the agreement with Mr. Hunsaker, he
is entitled to an annual base salary of not less than $366,000.
Copies of each Executive Employment Agreement referenced
above are set forth as Exhibits 99.1 through 99.5, respectively,
to this Current Report on Form 8-K and are incorporated by
reference herein. The foregoing is qualified in its entirety by
reference to the respective agreement.
iii) Amended and Restated Change of Control Agreements
On June 15, 2005, the Company entered into an Amended and
Restated Change of Control Agreement with each of the officers
listed below. Under the terms of each agreement, if the officer
is involuntarily terminated or terminates for good reason within
two years of a change of control of the Company, or voluntarily
terminates for any reason during a 30-day window beginning six
months after a change of control of the Company, the Change of
Control Agreement provides a) a minimum severance benefit of 2.99
times annual base salary plus two times target annual bonus, each
as in effect prior to the change of control or if increased, on
the date of termination, b) the Money Purchase Pension Plan
contributions and Savings Plan matching amounts that would have
been made if the Named Officer had continued to be employed for
three years, c) three years of medical and dental coverage, d)
three years age and service credit for eligibility for the
Company's retiree medical coverage, and e) outplacement services
not to exceed $50,000. In addition, the Change of Control
Agreements provide reimbursement for any excise tax, interest and
penalties incurred if payments or benefits received due to a
change of control would be subject to an excise tax under Section
4999 of the Internal Revenue Code.
a) Mark G. Papa, Chairman and Chief Executive Officer.
b) Edmund P. Segner, III, President and Chief of Staff.
c) Loren M. Leiker, Executive Vice President, Exploration
& Development.
d) Gary L. Thomas, Executive Vice President, Operations.
e) Barry Hunsaker, Jr., Senior Vice President and General
Counsel.
f) Timothy K. Driggers, Vice President and Chief
Accounting Officer.
Copies of each Change of Control Agreement referenced above
are set forth as Exhibits 99.6 through 99.11, respectively, to
this Current Report on Form 8-K and are incorporated by reference
herein. The foregoing is qualified in its entirety by reference
to the respective agreement.
iv) Amended and Restated Change of Control Severance Plan
On June 15, 2005, the Company executed an Amended and
Restated Change of Control Severance Plan (the "Plan").
Under the terms of the Plan, in the event of a change of
control (as defined in the Plan) of the Company, any eligible
employee who is involuntarily terminated or terminates for good
reason, both as defined in the Plan, within two years following
the change of control will receive severance benefits equal to
two weeks of base pay multiplied by the number of full or partial
years of service, plus one month of base pay for each $10,000 (or
portion of $10,000) included in the employee's annual base pay,
plus one month of base pay for each 5% of annual incentive award
opportunity under any approved plan. The minimum an employee can
receive is six months of base pay. The maximum an employee can
receive is the lesser of 2.99 times the employee's average W-2
earnings over the past five years or three times the sum of the
employee's annual base pay and 100% of the employee's annual
incentive award opportunity under any approved plan. In addition,
the Plan provides reimbursement for any excise tax, interest and
penalties incurred if payments or benefits received due to a
change of control would be subject to an excise tax under Section
4999 of the Internal Revenue Code.
A copy of the Plan is set forth as Exhibit 99.12 to this
Current Report on Form 8-K and is incorporated by reference
herein. The foregoing is qualified in its entirety by reference
to the Plan.
Item 3.03. Material Modification to Rights of Security Holders.
On June 15, 2005, the Board of Directors of the Company
authorized the entry into the Amendment. The effect of the
Amendment on the holders of Company Common Stock is described in
Item 1.01 of this Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
4.1 Amendment, dated as of June 15, 2005, to
the Rights Agreement, dated as of February
14, 2000, between EOG and EquiServe Trust
Company, N.A., as amended.
99.1 Executive Employment Agreement between EOG
and Mark G. Papa, dated as of June 15,
2005.
99.2 Executive Employment Agreement between EOG
and Edmund P. Segner, III, dated as of
June 15, 2005.
99.3 Executive Employment Agreement between EOG
and Loren M. Leiker, dated as of June 15,
2005.
99.4 Executive Employment Agreement between EOG
and Gary L. Thomas, dated as of June 15,
2005.
99.5 Executive Employment Agreement between EOG
and Barry Hunsaker, Jr., dated as of June
15, 2005.
99.6 Amended and Restated Change of Control
Agreement between EOG and Mark G. Papa,
dated as of June 15, 2005.
99.7 Amended and Restated Change of Control
Agreement between EOG and Edmund P.
Segner, III, dated as of June 15, 2005.
99.8 Amended and Restated Change of Control
Agreement between EOG and Loren M. Leiker,
dated as of June 15, 2005.
99.9 Amended and Restated Change of Control
Agreement between EOG and Gary L. Thomas,
dated as of June 15, 2005.
99.10 Amended and Restated Change of Control
Agreement between EOG and Barry Hunsaker,
Jr., dated as of June 15, 2005.
99.11 Amended and Restated Change of Control
Agreement between EOG and Timothy K.
Driggers, dated as of June 15, 2005.
99.12 Amended and Restated EOG Resources, Inc.
Change of Control Severance Plan.
SIGNATURE
Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned thereunto duly
authorized.
EOG RESOURCES, INC.
Date: June 21, 2005
By: /s/ TIMOTHY K. DRIGGERS
Timothy K. Driggers
Vice President and Chief Accounting
Officer
EXHIBIT INDEX
Exhibit No. Description
4.1 Amendment, dated as of June 15, 2005, to the
Rights Agreement, dated as of February 14,
2000, between EOG and EquiServe Trust Company,
N.A., as amended.
99.1 Executive Employment Agreement between EOG and
Mark G. Papa, dated as of June 15, 2005.
99.2 Executive Employment Agreement between EOG and
Edmund P. Segner, III, dated as of June 15,
2005.
99.3 Executive Employment Agreement between EOG and
Loren M. Leiker, dated as of June 15, 2005.
99.4 Executive Employment Agreement between EOG and
Gary L. Thomas, dated as of June 15, 2005.
99.5 Executive Employment Agreement between EOG and
Barry Hunsaker, Jr., dated as of June 15, 2005.
99.6 Amended and Restated Change of Control
Agreement between EOG and Mark G. Papa, dated
as of June 15, 2005.
99.7 Amended and Restated Change of Control
Agreement between EOG and Edmund P. Segner,
III, dated as of June 15, 2005.
99.8 Amended and Restated Change of Control
Agreement between EOG and Loren M. Leiker,
dated as of June 15, 2005.
99.9 Amended and Restated Change of Control
Agreement between EOG and Gary L. Thomas, dated
as of June 15, 2005.
99.10 Amended and Restated Change of Control
Agreement between EOG and Barry Hunsaker, Jr.,
dated as of June 15, 2005.
99.11 Amended and Restated Change of Control
Agreement between EOG and Timothy K. Driggers,
dated as of June 15, 2005.
99.12 Amended and Restated EOG Resources, Inc. Change
of Control Severance Plan.