Document


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 17, 2018
 
PIONEER NATURAL RESOURCES COMPANY
(Exact name of registrant as specified in its charter)
  
Delaware
1-13245
75-2702753
(State or other jurisdiction of
incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification No.)
 
 
 
5205 N. O'Connor Blvd., Suite 200, Irving, Texas
 
75039
(Address of principal executive offices)
 
(Zip Code)
 
 
 
 
Registrant’s telephone number, including area code:  (972) 444-9001
 
Not applicable
(Former name or former address, if changed since last report)

 
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))
 
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.        ¨






Item 5.07.
Submission of Matters to a Vote of Security Holders

The annual meeting of stockholders of Pioneer Natural Resources Company (the “Company”) was held on May 17, 2018 in Midland, Texas. At the meeting, three proposals were submitted for a vote of stockholders, as described in the Company’s Proxy Statement dated April 5, 2018 (the “Proxy Statement”). The following is a brief description of each proposal and the results of the stockholders’ votes.

Election of Directors. Prior to the meeting, the Board designated each of the persons named below as nominees for election as directors. Each nominee was, at the time of such nomination and at the time of the meeting, a director of the Company. At the meeting, each nominee was elected as a director of the Company, with the results of the stockholder voting being as follows:

Nominee
For
Against
Abstain
Broker
Non-Votes
Edison C. Buchanan
131,313,954

3,961,736

98,768

11,455,272

Andrew F. Cates
133,689,810

1,579,210

105,438

11,455,272

Timothy L. Dove
134,998,777

278,621

97,060

11,455,272

Phillip A. Gobe
134,085,081

1,190,652

98,725

11,455,272

Larry R. Grillot
134,997,878

278,209

98,371

11,455,272

Stacy P. Methvin
134,893,749

376,463

104,246

11,455,272

Royce W. Mitchell
134,999,877

277,121

97,460

11,455,272

Frank A. Risch
131,992,958

3,281,927

99,573

11,455,272

Scott D. Sheffield
133,626,842

1,646,533

101,083

11,455,272

Mona K. Sutphen
134,879,890

386,956

107,612

11,455,272

J. Kenneth Thompson
130,926,469

4,345,061

102,928

11,455,272

Phoebe A. Wood
131,572,848

3,694,632

106,978

11,455,272

Michael D. Wortley
133,790,962

1,472,803

110,693

11,455,272


Ratification of selection of independent auditors. The engagement of Ernst & Young LLP as the Company’s independent auditors for 2018 was submitted to the stockholders for ratification. Such engagement was ratified, with the results of the stockholder voting being as follows:  
For
  
144,610,230

Against
  
1,307,158

Abstain
  
912,342

Broker non-votes
  
-  


Advisory vote on executive compensation. The Company submitted to the stockholders for approval, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Proxy Statement. The proposal was approved, with the results of the stockholder voting being as follows:

For
  
129,365,968

Against
  
5,822,049

Abstain
  
186,441

Broker non-votes
  
11,455,272







SIGNATURES

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 hereunto duly authorized.
 
PIONEER NATURAL RESOURCES COMPANY
 
 
 
 
By:
/s/ Margaret M. Montemayor
 
Name:
Margaret M. Montemayor
 
Title:
Vice President and Chief Accounting Officer
 
 
 
 
Date:
May 22, 2018
 




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