8-K

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): June 29, 2015

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))

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On June 29, 2015, the Board of Directors (the “Board”) of Pioneer Natural Resources Company (the “Company”) appointed Mona K. Sutphen and Michael D. Wortley to the Board, each with a term expiring at the 2016 annual meeting of stockholders. Ms. Sutphen will serve on the Board’s Health, Safety and Environment Committee and Mr. Wortley will serve on the Board’s Nominating and Corporate Governance Committee and Audit Committee.

A copy of the news release announcing the appointment of the new directors to the Board is furnished as Exhibit 99.1 to this Report.

Each of the newly appointed directors will receive the standard non-employee director compensation for serving on the Board, including a grant of 1,133 restricted stock units representing a pro-rated portion of the annual grant for non-employee directors for the 2015-2016 director year, which will vest in equal increments over the next three quarters until the 2016 annual meeting of stockholders, as well as a grant of 1,007 restricted stock units that will vest in one-third increments each year over the next three years. In addition, effective June 29, 2015, the Company and each of the new directors entered into the Company’s standard form of indemnification agreement for its non-employee directors, which requires the Company to indemnify each indemnitee to the fullest extent permitted by the Delaware General Corporation Law. For a description of the compensation program for the Company’s non-employee directors and the Company’s indemnification agreements, please see the Company’s Proxy Statement for its 2015 annual meeting of stockholders, filed with the Securities and Exchange Commission on April 9, 2015.

In connection with making these appointments to the Board, the Board determined that both Ms. Sutphen and Mr. Wortley are independent under the independence standards of the New York Stock Exchange (the “NYSE”), and that, additionally, Mr. Wortley is independent under the rules of the NYSE and the Securities and Exchange Commission for purposes of service on the Audit Committee. In connection with its assessment of Ms. Sutphen’s independence, the Board reviewed the facts and circumstances regarding the position of Ms. Sutphen’s brother, David Sutphen, as a partner with Brunswick Group, a leading business communications firm with 23 offices in 14 countries. Brunswick provides advisory services to the Company, but Ms. Sutphen has no interest in Brunswick or its services to the Company. In 2014, the Company paid to Brunswick a total of $240,000 for its services, which was less than 1% of the firm’s revenues in 2014. In connection with its assessment of Mr. Wortley’s independence, the Board reviewed the facts and circumstances regarding his former position as a partner in the law firm of Vinson & Elkins LLP. Mr. Wortley retired as a partner from the firm on December 31, 2014, and remained as an employee (of counsel) through March 31, 2015. He currently has no role at the firm. In 2014, the Company paid to Vinson & Elkins LLP a total of $4.5 million for its services, which was less than 1% of the firm’s revenues in 2014.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

99.1 -- News Release, dated July 1, 2015, titled “Pioneer Natural Resources Company Board of Directors Appoints Two New Board Members.”

S I G N A T U R E S

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
Dated: July 6, 2015

EXHIBIT INDEX

PIONEER NATURAL RESOURCES COMPANY

EXHIBIT INDEX

Exhibit No. Description

99.1(a) News Release, dated July 1, 2015, titled “Pioneer Natural Resources Company Board of Directors Appoints Two New Board Members.”

_____________

(a) Furnished herewith.

EX-99.1

EXHIBIT 99.1

News Release

Pioneer Natural Resources Company Board of Directors Appoints Two New Board Members

Dallas, Texas, July 1, 2015 -- Pioneer Natural Resources Company (NYSE:PXD) today announced that Mona K. Sutphenand Michael D. Wortley have been appointed to its Board of Directors, effective immediately. Ms. Sutphen and Mr. Wortley will serve as independent directors under the board’s appointment for initial terms that expire at Pioneer’s annual meeting of stockholders in 2016.

Ms. Sutphen is a Partner at Macro Advisory Partners LLP, and previously spent three years at UBS AG as Managing Director, covering geopolitical risk and macro-policy trends. From 2009 through 2011, she served as White House Deputy Chief of Staff for Policy for President Obama, working on a range of domestic and international policy and regulatory matters. Prior to that position, she was Managing Director at Stonebridge International, and from 1991 through 2000 was a career diplomat, serving on the staff of the National Security Council, the U.S. Mission to the UN and postings in Asia and Europe.

Ms. Sutphen is a Member of the President’s Intelligence Advisory Board. She serves on the Boards of Drilling Info Holdings LLC, the International Rescue Committee and Human Rights First. Ms. Sutphen is a member of the Council on Foreign Relations, a Trustee of Mount Holyoke College and is on the Advisory Board of the Center for Global Energy Policy at Columbia University. She is co-author of The Next American Century: How the US Can Thrive As Other Powers Rise, and holds a BA degree from Mount Holyoke College and an MSc degree from the London School of Economics.

Mr. Wortley has practiced corporate law for over 35 years, focusing primarily on corporate governance matters and mergers and acquisitions, including over 25 years in management positions. He has represented public and private entities and private equity funds in connection with mergers, asset sales, issuances of securities and restructurings.

Mr. Wortley was a partner in the Dallas, Texas, office of Vinson & Elkins LLP from 1995 to 2014 and served in various capacities, including Chief Operating Partner of the firm and Managing Partner of the Dallas office. Prior to joining Vinson & Elkins, he was an attorney with Johnson & Wortley, P.C. (which prior to 1993 was known as Johnson & Swanson or Johnson & Gibbs) from 1978 to 1995 and served in various capacities, including President and Chairman of the Board. Mr. Wortley has also served on both for-profit public company boards and non-profit boards of trustees. He holds BA and JD degrees from Southern Methodist University and a Master’s degree in Regional Planning from the University of North Carolina at Chapel Hill. He is currently the Chief Legal Officer for Reata Pharmaceuticals, Inc.

Scott D. Sheffield, Pioneer’s Chairman and CEO, stated, “We are pleased that Mona and Mike have agreed to join our Board of Directors. They bring substantial knowledge and experience in their areas of expertise. Their strengths complement the extensive oil and gas experience that is currently represented on Pioneer’s board.”

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.

Pioneer Natural Resources Contacts:

Investors

Frank Hopkins - 972-969-4065

Mike Bandy - 972-969-4513

Steven Cobb - 972-969-5679

Media and Public Affairs

Tadd Owens - 972-969-5760

Robert Bobo - 972-969-4020