EOG Resources, Inc. (EOG)
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AGM 2026

May 20, 2026

Ezra Yacob
Chairman of the Board and CEO, EOG Resources

Morning. I'm Ezra Yacob, Chairman of the Board and Chief Executive Officer of EOG Resources, and it's my pleasure to welcome you to our 2026 annual meeting of stockholders. It is now 7:30 AM Central Time, and in accordance with the notice of the meeting, I now call to order the 2026 annual meeting of stockholders. As Chairman of the Board, I will preside over this meeting, and Kelly Turner, our Corporate Secretary, will act as Secretary for the meeting. Also present is Ileana Galan, who is the Inspector of Election for the meeting. We are pleased to be joined today by all of the members of our Board of Directors, as well as Matt Burley of Deloitte & Touche LLP, the company's independent auditors. I will now have Ms. Turner discuss the rules of conduct for the meeting and give us the report of the Secretary.

Kelly Turner
Corporate Secretary, EOG Resources

Thank you, Mr. Chairman. It is our intention to conduct this meeting in accordance with the agenda and rules of conduct and procedures that have been set for this meeting, each of which you should see on the meeting website. Please note that this meeting is being recorded. No one attending is permitted to use any audio recording device. I will now give the report of the Secretary. As Secretary for the annual meeting, I now report on the following three items. First, the stockholder list is filed with the records of the meeting. This is a complete list of the record holders of the company's common stock as of March 23rd, 2026, which is the record date for determining the stockholders entitled to vote at the meeting.

I hereby certify that this list of stockholders has been open for examination during the period required under the company's bylaws and Delaware law. Second, the Affidavit of Secretary is also filed with the records of the meeting. The affidavit states that beginning on March 27, 2026, we made available the company's Notice of Annual Meeting of Stockholders, 2026 Proxy Statement and Form of Proxy Card, and 2025 Annual Report to Stockholders of Record as of the record date. Third, the Oath of Inspector of Election has been filed with the records of the meeting. This oath has been signed by Ms. Ileana Galan, who has been appointed the Inspector of Election for this meeting.

In the oath, Ms. Galan has reported that the holders representing at least a majority of the shares of common stock entitled to vote are present or represented by proxy at the meeting, which constitutes a quorum.

Ezra Yacob
Chairman of the Board and CEO, EOG Resources

Thank you, Kelly. I therefore declare that a quorum is present at this meeting. Since legal notice of the meeting has been given and a quorum is present, the meeting is lawfully convened, and we are ready to transact business. We are ready to turn to the business of the meeting. Item one is the election of nine directors to serve for the upcoming year. Kelly, please read the nominees for director.

Kelly Turner
Corporate Secretary, EOG Resources

The following individuals have been nominated for election as directors of the company in accordance with the provisions of the company's bylaws to serve until the next annual meeting of stockholders of the company: John D. Chandler, Janet F. Clark, Charles R. Crisp, Robert P. Daniels, Lynn A. Dugle, C. Christopher Gaut, Michael T. Kerr, Julie J. Robertson, and Ezra Y. Yacob.

Ezra Yacob
Chairman of the Board and CEO, EOG Resources

Because the company has received no further nominations, I declare the nominations closed. Kelly, please read the other proposals described in the Proxy Statement.

Kelly Turner
Corporate Secretary, EOG Resources

Item two is a proposal to ratify the appointment of Deloitte & Touche LLP, independent registered public accounting firm, as the company's independent auditors for the year ending December 31st, 2026, as recommended and approved by the Audit Committee of the Board of Directors. Item three is a non-binding advisory vote on the compensation of the company's named executive officers.

Ezra Yacob
Chairman of the Board and CEO, EOG Resources

We will now proceed with voting on these items. It is now 7:34 AM, and I declare the polls open.

Kelly Turner
Corporate Secretary, EOG Resources

As indicated in the Proxy Statement, you may vote today only if you were a stockholder of record as of the record date for the meeting. If any stockholder of record has not already voted by means of a proxy card or over the phone or the Internet and intends to vote his or her shares now, you may do so by clicking on the Vote Here button on your screen now. You will need your 16-digit control number provided in the proxy materials you were previously received. If you have previously voted and do not wish to change your vote, you do not need to submit a vote online at this time.

Ezra Yacob
Chairman of the Board and CEO, EOG Resources

While stockholders submit their votes, I'd like to make a few comments about EOG Resources. 2025 was a remarkable year for EOG. In addition to exceptional execution of our plan during a dynamic market and peer-leading cash return to shareholders, we expanded our portfolio's reach both domestically and internationally with strategic investments in acquisitions, infrastructure, and exploration, strengthening our foundation for the future. Our 2025 results demonstrate consistent execution across our premier multi-basin portfolio, while our cash return performance reflects our unwavering commitment to disciplined value creation through industry cycles. This morning, I would like to highlight a few selected accomplishments from last year. We exceeded our 2025 volume and operating cost targets while delivering in-line capital expenditures. Lower operating costs helped strengthen margins alongside peer-leading U.S. price realizations from our differentiated marketing strategy.

We generated $4.7 billion in free cash flow and returned 100% of that cash flow to shareholders through regular dividends and share repurchases. We increased the regular dividend 8%. We completed the strategic Encino acquisition, combining a large premier Utica acreage positions to create an additional foundational play alongside our Delaware Basin, Eagle Ford, and Dorado assets. We entered exciting international exploration opportunities in the UAE and Bahrain. We brought online the Janus gas processing plant in the Delaware Basin. We also continued leading on sustainability, publishing new emissions targets after achieving our prior targets ahead of schedule. Our accomplishments last year fundamentally improved our business and helped EOG capture a distinctive position in the upstream sector, access to a deep inventory of growth opportunities spanning North American liquids, North American natural gas, and international conventional and unconventional plays.

EOG is also off to an exceptional start in 2026. Our track record of consistent, high-quality execution continues to set us apart, delivering strong operational performance across our foundational assets while steadily advancing our emerging plays and exploration opportunities. Turning to the macro backdrop, the conflict involving Iran is the most significant development impacting our business and the broader energy markets. Even in a scenario where the conflict is resolved relatively quickly, rebuilding global inventories back to five-year average levels will provide ongoing support for oil prices. In a macro environment that continues to demand both agility and rigor, we are well-positioned not just to navigate volatility, but to capitalize on it. We've updated our 2026 plan to increase oil production while keeping capital spending unchanged. Our portfolio is performing, our balance sheet is resilient, and our capital allocation remains firmly anchored in returns and shareholder value.

EOG's value proposition is clear: sustainable value creation through industry cycles guided by our strategic priorities, capital discipline, operational excellence, sustainability, and culture. Thank you.

Kelly Turner
Corporate Secretary, EOG Resources

Thank you, Mr. Chairman. Now that everyone has had the opportunity to vote, the polls are now officially closed, and I would like to announce the results of the voting. Item one, the nine nominees for director have been elected as directors of the company to serve until the company's next annual meeting of stockholders. Item two, the proposal to ratify the appointment of Deloitte & Touche LLP as the company's independent auditors for the year ending December 31, 2026, has been approved. Item three, as to the non-binding advisory vote on the compensation of the company's named executive officers, such proposal has been approved.

Ezra Yacob
Chairman of the Board and CEO, EOG Resources

Thank you, Kelly. The final results of voting, including any votes submitted during this meeting, will be set forth in the final report of the Inspector of Election. I order that the final report be filed with the records of this meeting. There being no further business to come before the meeting, I declare the voting portion of the meeting concluded. Ms. Turner will now lead the question and answer portion of the meeting. I now ask Ms. Turner to explain the procedures for stockholder questions submitted via the meeting website.

Kelly Turner
Corporate Secretary, EOG Resources

Thank you, Mr. Chairman. At this point, we will be happy to take your questions. As noted in the rules of conduct and procedure, only stockholders of record as of the record date are allowed to submit questions. If you have logged into the meeting with your 16-digit control number, you may submit a question now by typing your question into the box located at the bottom of the screen. We intend to answer appropriate questions submitted during the meeting that are pertinent to EOG's business and meeting matters. Questions and answers may be grouped by topic, and substantially similar questions will be grouped and answered once. Further, we reserve the right to edit or reject questions we deem inappropriate. We will allow up to 10 minutes to answer questions, and each stockholder will be limited to one question and one follow-up question.

We will now pause to allow questions to be submitted. Mr. Chairman, we've received no questions, and therefore, the business of the meeting has concluded.

Ezra Yacob
Chairman of the Board and CEO, EOG Resources

Thank you. I'd like to thank everyone for participating in today's meeting and for your investment in EOG Resources. The meeting is now adjourned.

Operator

This now concludes the meeting. Thank you for joining, and have a pleasant day.

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