May 21, 2020false000103835700010383572020-05-212020-05-21
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 21, 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)
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 |
(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 21, 2020. At the meeting, three proposals were submitted for a vote of stockholders, as described in the Company’s Proxy Statement dated April 9, 2020 (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 | 129,379,036 | 5,033,388 | 88,130 | 9,234,704 |
| Andrew F. Cates | 132,877,869 | 1,533,052 | 89,633 | 9,234,704 |
| Phillip A. Gobe | 109,298,386 | 25,112,418 | 89,750 | 9,234,704 |
| Larry R. Grillot | 134,057,318 | 356,831 | 86,405 | 9,234,704 |
| Stacy P. Methvin | 133,993,456 | 424,083 | 83,015 | 9,234,704 |
| Royce W. Mitchell | 133,921,291 | 489,992 | 89,271 | 9,234,704 |
| Frank A. Risch | 130,354,958 | 4,055,813 | 89,783 | 9,234,704 |
| Scott D. Sheffield | 132,683,702 | 1,735,734 | 81,118 | 9,234,704 |
| Mona K. Sutphen | 133,955,699 | 464,133 | 80,722 | 9,234,704 |
| J. Kenneth Thompson | 124,115,739 | 10,299,208 | 85,607 | 9,234,704 |
| Phoebe A. Wood | 131,048,626 | 3,366,309 | 85,619 | 9,234,704 |
| Michael D. Wortley | 132,984,041 | 1,426,992 | 89,521 | 9,234,704 |
Ratification of selection of independent auditors. The engagement of Ernst & Young LLP as the Company's independent auditors for 2020 was submitted to the stockholders for ratification. Such engagement was ratified, with the results of the stockholder voting being as follows:
| | | | | |
| For | 139,341,760 |
| Against | 4,295,035 |
| Abstain | 98,463 |
| 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 | 127,466,033 |
| Against | 6,700,013 |
| Abstain | 334,508 |
| Broker non-votes | 9,234,704 |
Item 7.01 Regulation FD Disclosure
On May 26, 2020, the Company issued a press release announcing the early results and upsizing of the Company's previously announced cash tender offers (the "Tender Offers") for up to an amended Aggregate Maximum Tender Amount (as defined herein) of its outstanding 3.45% senior notes due 2021, its outstanding 3.95% senior notes due 2022, and its outstanding 7.20% senior notes due 2028 (collectively, the "Notes"). The Company has amended the Tender Offers to increase the aggregate principal amount of Notes subject to the Tender Offers
from $500 million to approximately $724.6 million (the "Aggregate Maximum Tender Amount"). A copy of the press release is attached as Exhibit 99.1 hereto and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| | | | | | | | |
| Exhibit Number | | Description |
| 99.1(a) | | |
| 104 | | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
______________________
(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: | May 27, 2020 | |