EOG RESOURCES INC FORM 8-K (Current report filing) Filed 03/06/08 for the Period Ending 03/06/08 Address 1111 BAGBY, SKY LOBBY2 HOUSTON, TX 77002 Telephone 7136517000 CIK 0000821189 Symbol EOG SIC Code 1311 - Crude Petroleum and Natural Gas Industry Oil & Gas Operations Sector Technology Fiscal Year 12/31 http://www.edgar-online.com Copyright 2008, EDGAR Online, Inc. All Rights Reserved. Distribution and use of this document restricted under EDGAR Online, Inc. Terms of Use.
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): March 6, 2008 (March 3, 2008) (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 1111 Bagby, Sky Lobby 2 Houston, Texas (Address of principal executive offices) 1-9743 (Commission File Number) 47-0684736 (I.R.S. Employer Identification No.) 77002 (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)) Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) On March 3, 2008, William D. Stevens notified the Nominating Committee of the Board of Directors of EOG Resources, Inc. ("EOG") that he will retire from the Board of Directors at the end of his current term, which will expire in conjunction with EOG's 2008 annual meeting of stockholders ("Annual Meeting"), and will therefore not stand for re-election as a director at the Annual Meeting. Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. (a) On March 4, 2008, the Board of Directors of EOG approved the filing with the Delaware Secretary of State of a Certificate of Elimination (the "Certificate of Elimination") with respect to EOG's 7.195% Fixed Rate Cumulative Perpetual Senior Preferred Stock, Series B (the "Series B Preferred Stock"), no shares of which are outstanding. The Certificate of Elimination was filed and effective on March 6, 2008 and provides that all matters set forth in the Certificate of Designation, Preferences and Rights, filed on July 19, 2000 with the Delaware Secretary of State with respect to the Series B Preferred Stock, are eliminated from EOG's Restated Certificate of Incorporation. A copy of the Certificate of Elimination is attached hereto as Exhibit 3.1 and is incorporated herein by reference. Item 9.01 Financial Statements and Exhibits. (d) Exhibits 3.1 Certificate of Elimination of Fixed Rate Cumulative Perpetual Senior Preferred Stock, Series B, dated March 6, 2008. 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. (Registrant) Date: March 6, 2008 By: /s/ TIMOTHY K. DRIGGERS Timothy K. Driggers Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)
EXHIBIT 3.1 CERTIFICATE OF ELIMINATION of FIXED RATE CUMULATIVE PERPETUAL SENIOR PREFERRED STOCK, SERIES B of Pursuant to Section 151(g) of the General Corporation Law of the State of Delaware (the "DGCL"), EOG Resources, Inc., a corporation organized and existing under the laws of the State of Delaware (the "Company"), hereby certifies as follows: I. That, pursuant to Section 151 of the DGCL and authority granted in the Restated Certificate of Incorporation of the Company, as amended, the Board of Directors of the Company, by resolutions duly adopted, established the powers, designations, preferences and relative, participating and other rights of, and the qualifications, limitations and restrictions on, a series of Fixed Rate Cumulative Perpetual Senior Preferred Stock, Series B (the "Series B Preferred Stock") and, on July 19, 2000, filed a Certificate of Designation, Preferences and Rights (the "Certificate of Designation") with respect to the Series B Preferred Stock in the office of the Secretary of State of the State of Delaware. II. That all shares of the Series B Preferred Stock have been repurchased by the Company, no shares of the Series B Preferred Stock remain outstanding and no shares of the Series B Preferred Stock will be issued subject to the Certificate of Designation. III. That the Board of Directors of the Company has adopted the following resolutions: WHEREAS, by a Certificate of Designation, Preferences and Rights (the "Certificate of Designation") filed with the office of the Secretary of State of the State of Delaware on July 19, 2000, the Company established the powers, designations, preferences and relative, participating and other rights of, and the qualifications, limitations and restrictions on, a series of Fixed Rate Cumulative Perpetual Senior Preferred Stock, Series B (the "Series B Preferred Stock"); WHEREAS, all shares of the Series B Preferred Stock have been repurchased and, as a result, no shares of the Series B Preferred Stock are outstanding, and no shares thereof will be issued subject to the Certificate of Designation; and WHEREAS, it is desirable that all matters set forth in the Certificate of Designation with respect to the Series B Preferred Stock be eliminated from the Restated Certificate of Incorporation, as amended, of the Company. NOW, THEREFORE, IT IS HEREBY RESOLVED, that no shares of the Series B Preferred Stock are outstanding, and no shares thereof will be issued subject to the Certificate of Designation; FURTHER RESOLVED, that all matters set forth in the Certificate of Designation with respect to the Series B Preferred Stock be eliminated from the Restated Certificate of Incorporation, as amended, of the Company; FURTHER RESOLVED, that the officers of the Company be, and hereby are, authorized to execute and file a Certificate of Elimination with respect to the Series B Preferred Stock with the office of the Secretary of State of the State of Delaware setting forth a copy of these resolutions, whereupon all matters set forth in the Certificate of Designation with respect to the Series B Preferred Stock shall be eliminated from the Restated Certificate of Incorporation, as amended, of the Company; and FURTHER RESOLVED, that the officers of the Company be, and hereby are, authorized, for and in the name and on behalf of the Company, under its corporate seal or otherwise, to take any and all further action, to execute and deliver all such documents and instruments, to pay all such expenses, and to do or cause to be done any and all further things as may be, in their sole discretion, necessary, appropriate or advisable to carry into effect the purposes and intentions of the foregoing resolutions, including, but not limited to, the termination of BNY Mellon Shareowner Services (or its affiliate, as appropriate) as the transfer agent and registrar for the Series B Preferred Stock and the termination of any related agreements or arrangements. IV. That, accordingly, all matters set forth in the Certificate of Designation with respect to the Series B Preferred Stock be, and hereby are, eliminated from the Restated Certificate of Incorporation, as amended, of the Company. IN WITNESS WHEREOF, the Company has caused this Certificate of Elimination to be signed by its duly authorized officer as of this 6 th day
of March 2008. By: /s/ Helen Y. Lim Name: Helen Y. Lim Title: Vice President and Treasurer