SECURITIES AND EXCHANGE COMMISSION
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As previously disclosed in the Current Report on Form 8-K filed by Pioneer Natural Resources Company (“Pioneer”) with the Securities and Exchange Commission (the “SEC”) on October 20, 2020, Pioneer entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among Pioneer, Parsley Energy, Inc., a Delaware corporation (“Parsley”), Pearl First Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Pioneer (“Merger Sub Inc.”), Pearl Second Merger Sub LLC, a Delaware limited liability company and a wholly-owned subsidiary of Pioneer (“Merger Sub LLC”), Pearl Opco Merger Sub LLC, a Delaware limited liability company and a wholly-owned subsidiary of Pioneer (“Opco Merger Sub LLC”), and Parsley Energy, LLC, a Delaware limited liability company (“Opco LLC”), which provided for, among other things, (i) the merger of Merger Sub Inc. with and into Parsley, with Parsley continuing as the surviving entity (the “Surviving Corporation”) (such merger, the “First Company Merger”), (ii) simultaneously with the First Company Merger, the merger of Opco Merger Sub LLC with and into Opco LLC, with Opco LLC continuing as the surviving entity (such merger, the “Opco Merger”), and (iii) immediately following the First Company Merger and the Opco Merger, the merger of the Surviving Corporation with and into Merger Sub LLC, with Merger Sub LLC continuing as the surviving entity (such merger, together with the First Company Merger and the Opco Merger, the “Mergers”). As previously disclosed in the Current Report on Form 8-K filed by Pioneer with the SEC on January 12, 2021, on January 12, 2021, following approval by the stockholders of both Pioneer and Parsley at special meetings held that morning, the Mergers were consummated.
|Item 5.07.|| |
Submission of Matters to a Vote of Security Holders.
On January 12, 2021, Pioneer held a virtual only special meeting of stockholders (the “Special Meeting”) to vote on a proposal to approve the issuance of shares of common stock, par value $0.01 per share, of Pioneer (the “Pioneer Common Stock”) pursuant to the terms of the Merger Agreement, and other shares of Pioneer Common Stock reserved for issuance in connection with the transactions contemplated by the Merger Agreement (such proposal, the “Pioneer Stock Issuance Proposal”).
As of December 7, 2020, the record date for the Special Meeting, there were 164,516,584 shares of Pioneer Common Stock issued and outstanding and entitled to vote.
The voting results approving the Pioneer Stock Issuance Proposal are as follows:
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|
|Margaret M. Montemayor|
|Vice President and Chief Accounting Officer|
|Date:||January 13, 2021|
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