8-K
PIONEER NATURAL RESOURCES CO false 0001038357 0001038357 2020-10-01 2020-10-01

 

 

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): October 1, 2020

 

 

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.)

777 Hidden Ridge

Irving, Texas 75038

(Address of principal executive offices and zip code)

(972) 444-9001

(Registrant’s telephone number, including area code)

(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 5.02.

Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

Effective January 1, 2021, Pioneer Natural Resources Company (the “Company”) intends to effect the following realignment of its Management Committee:

 

   

Scott D. Sheffield, currently President and Chief Executive Officer, will become the Company’s Chief Executive Officer.

 

   

Richard P. Dealy, currently Executive Vice President and Chief Financial Officer, will become the Company’s President and Chief Operating Officer.

 

   

Neal H. Shah, currently Vice President, Investor Relations, will become Senior Vice President and Chief Financial Officer.

 

   

Chris J. Cheatwood’s title, currently Executive Vice President, Field Development and Emerging Technology, will change to Executive Vice President, Advisor to the Management Committee.

 

   

Elizabeth A. McDonald’s title, currently Vice President, Permian Strategic Planning and Field Development, will change to Senior Vice President, Strategic Planning, Field Development and Marketing.

On October 7, 2020, the Company issued a news release that is attached hereto as exhibit 99.1 related to the realignment. The realignment was approved by the Company’s Board of Directors at its meeting held on October 1, 2020, to be effective January 1, 2021. The information required by Items 401(b), (d) and (e) of Regulation S-K for each of the executive officers named above was previously reported in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, File No. 1-13245, which was filed with the Securities and Exchange Commission on February 24, 2020. There are no family relationships between any of the executive officers named above and any director or executive officer of the Company, and none of the executive officers named above has a direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

 

Item 9.01

Financial Statements and Exhibits

(d)    Exhibits

 

Exhibit
Number

 

Description

99.1(a)   News Release, dated October 7, 2020, titled “Pioneer Natural Resources Announces New Executive Management Responsibilities”
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

(a)

Furnished herewith.


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:   October 7, 2020
EX-99.1

Exhibit 99.1

News Release

Pioneer Natural Resources Announces New Executive Management Responsibilities

Dallas, Texas, October 7, 2020 - Pioneer Natural Resources Company (NYSE:PXD) (“Pioneer” or “the Company”) today announced the realignment of certain members of Pioneer’s Management Committee. These changes are effective January 1, 2021 and support the Company’s continued goals to deliver long-term shareholder value.

Richard (“Rich”) P. Dealy, currently Executive Vice President and Chief Financial Officer (CFO), has been named President and Chief Operating Officer. Rich has served as CFO since 2004, overseeing a myriad of teams, both financial and operational, during his tenure. Rich has been an invaluable leader in many roles during his 28 years with the Company. He initially joined Parker and Parsley, a predecessor to Pioneer, in 1992. Rich graduated with honors from Eastern New Mexico University with a Bachelor of Business Administration degree in Accounting and Finance.

Neal H. Shah, currently Vice President (VP), Investor Relations, has been named Senior Vice President and Chief Financial Officer. Neal has served as VP, Investor Relations since joining Pioneer in 2017 and has been instrumental in shaping and communicating the Company’s corporate strategy. He has over 15 years of experience in finance and investment management including VP at Nuveen Asset Management, as well as financial positions at various investment banks. Neal earned his Bachelor of Science degree in Electrical Engineering from Louisiana State University and holds a Master of Business Administration degree from the University of Chicago Booth School of Business.

Elizabeth (“Beth”) A. McDonald, currently Vice President, Permian Strategic Planning and Field Development (SPFD), has been named Senior Vice President, SPFD and Marketing. Beth has served as VP, SPFD since 2019 and has been impactful in her many roles, including VP, South Texas Asset Team, during her 15 years at Pioneer. She initially joined Pioneer in 2005. Beth holds a Bachelor of Science in Petroleum Engineering from Texas A&M University in College Station.

Chief Executive Officer (CEO) Scott D. Sheffield stated, “When I returned as CEO in 2019 it was clear the shale model was undergoing a rapid transformation. Pioneer responded by evolving its business strategy, culminating in the new investment framework we outlined in August that focused on strong returns, low leverage, significant free cash flow and return of capital to shareholders. These management changes enhance Pioneer’s ability to execute our plan, driving value for shareholders.

I would like to recognize Rich, Neal and Beth on their new appointments. Their collective experience, commitment and impact to Pioneer have been pivotal in securing Pioneer’s leading operational and financial position. I look forward to working with Rich, Neal and Beth in their new roles over the coming years. I am confident that Pioneer has a bright future as we work to supply low-cost energy to the world while adhering to the highest environmental standards.”

Pioneer is a large independent oil and gas exploration and production company, headquartered in Dallas, Texas, with operations in the United States. For more information, visit Pioneer’s website at www.pxd.com.


Except for historical information contained herein, the statements in this news release are forward-looking statements that are made pursuant to the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements and the business prospects of Pioneer are subject to a number of risks and uncertainties that may cause Pioneer’s actual results in future periods to differ materially from the forward-looking statements. These risks and uncertainties are described in Pioneer’s Annual Report on Form 10-K for the year ended December 31, 2019, Quarterly Reports on Form 10-Q for the quarters ended March 31, 2020 and June 30, 2020, and other filings with the Securities and Exchange Commission. In addition, Pioneer may be subject to currently unforeseen risks that may have a materially adverse impact on it. Accordingly, no assurances can be given that the actual events and results will not be materially different than the anticipated results described in the forward-looking statements. Pioneer undertakes no duty to publicly update these statements except as required by law.

Pioneer Natural Resources Company Contacts:

Investors

Neal Shah - 972-969-3900

Tom Fitter - 972-969-1821

Michael McNamara - 972-969-3592

Media and Public Affairs

Tadd Owens - 972-969-5760

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