PIONEER NATURAL RESOURCES COMPANY Item 5.07 Submission of Matters to a Vote of Security Holders The annual meeting of stockholders ofPioneer Natural Resources Company (the "Company") was held onMay 21, 2020 . At the meeting, three proposals were submitted for a vote of stockholders, as described in the Company's Proxy Statement datedApril 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 ofErnst & 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 OnMay 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) News Release, dated May 2 6, 2020,
titled "
Announces Early Results and Upsizing of Debt Tender Offers "
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
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