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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 25, 2022
 
PIONEER NATURAL RESOURCES COMPANY
(Exact name of registrant as specified in its charter)
 
Delaware1-1324575-2702753
(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)

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading SymbolName of each exchange on which registered
Common Stock, par value $.01 per sharePXDNew York Stock Exchange

(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 25, 2022 (the "Annual Meeting"). At the Annual Meeting, three proposals were submitted for a vote of stockholders, as described in the Company’s Proxy Statement dated April 14, 2022 (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
A.R. Alameddine200,327,704 4,478,070 81,553 12,054,794 
Lori G. Billingsley204,132,613 676,217 78,497 12,054,794 
Edison C. Buchanan197,672,759 6,457,163 757,405 12,054,794 
Maria S. Dreyfus203,702,348 1,106,935 78,044 12,054,794 
Matthew M. Gallagher200,618,214 4,189,727 79,386 12,054,794 
Phillip A. Gobe195,983,667 8,144,366 759,294 12,054,794 
Stacy P. Methvin202,649,466 2,158,938 78,923 12,054,794 
Royce W. Mitchell202,242,991 2,564,068 80,268 12,054,794 
Frank A. Risch196,791,974 7,337,005 758,348 12,054,794 
Scott D. Sheffield202,388,774 2,423,403 75,150 12,054,794 
J. Kenneth Thompson155,206,882 49,571,141 109,304 12,054,794 
Phoebe A. Wood196,658,088 8,141,855 87,384 12,054,794 

Ratification of selection of independent auditors. The engagement of Ernst & Young LLP as the Company's independent auditors for 2022 was submitted to the stockholders for ratification. Such engagement was ratified, with the results of the stockholder voting being as follows:

For208,043,501 
Against8,821,272 
Abstain77,348 
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:

For200,107,051 
Against4,451,131 
Abstain329,145 
Broker non-votes12,054,794 

Item 9.01 Financial Statements and Exhibits

(d)    Exhibits

Exhibit Number
Description
104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
______________________
(a)    Filed 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:May 31, 2022


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