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 16, 2019
 
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))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
 
Trading Symbol
 
Name of each exchange on which registered
Common Stock, par value $.01 per share
 
PXD
 
New York Stock Exchange

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 16, 2019 in Irving, Texas. At the meeting, three proposals were submitted for a vote of stockholders, as described in the Company’s Proxy Statement dated April 4, 2019 (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
125,002,320

7,725,650

84,044

9,725,546

Andrew F. Cates
126,712,247

6,014,738

85,029

9,725,546

Phillip A. Gobe
128,277,528

4,448,440

86,046

9,725,546

Larry R. Grillot
132,337,305

388,740

85,969

9,725,546

Stacy P. Methvin
127,649,131

5,076,860

86,023

9,725,546

Royce W. Mitchell
132,334,835

391,541

85,638

9,725,546

Frank A. Risch
128,919,527

3,806,990

85,497

9,725,546

Scott D. Sheffield
132,205,139

522,452

84,423

9,725,546

Mona K. Sutphen
127,636,604

5,093,096

82,314

9,725,546

J. Kenneth Thompson
121,353,355

11,234,830

223,829

9,725,546

Phoebe A. Wood
129,423,133

3,305,794

83,087

9,725,546

Michael D. Wortley
131,507,231

1,215,043

89,740

9,725,546


Ratification of selection of independent auditors. The engagement of Ernst & Young LLP as the Company’s independent auditors for 2019 was submitted to the stockholders for ratification. Such engagement was ratified, with the results of the stockholder voting being as follows:
For
139,841,713

Against
2,610,182

Abstain
85,665

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
102,244,364

Against
30,070,594

Abstain
497,056

Broker non-votes
9,725,546






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

 
 
 
Margaret M. Montemayor
 
 
 
Vice President and Chief Accounting Officer
 
 
 
 
 
 
 
 
 
 
Date:
May 22, 2019
 




Copyright West LLC. Minimum 15 minutes delayed.