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



On June 24, 2021, the Board of Directors (the "Board") of Pioneer Natural
Resources Company (the "Company") appointed Lori George Billingsley to the Board
with a term expiring at the 2022 annual meeting of stockholders. Ms. George
Billingsley will serve on the Board's Compensation and Leadership Development
Committee and Health, Safety and Environment Committee.

Ms. George Billingsley will receive the standard non-employee director
compensation for serving on the Board, including a grant of 1,411 restricted
stock units in respect of the annual grant for non-employee directors for the
2021-2022 director year, which will vest in equal quarterly increments through
the 2022 annual meeting of stockholders, as well as a grant of 941 restricted
stock units that will vest in one-third increments each year over the next three
years. In addition, effective June 24, 2021, the Company and Ms. George
Billingsley will enter 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 2021 annual meeting of
stockholders, filed with the Securities and Exchange Commission on April 15,
2021.

In connection with her appointment to the Board, the Board determined that Ms.
George Billingsley is independent under the independence standards of the New
York Stock Exchange (the "NYSE"). There are no arrangements or understandings
between Ms. George Billingsley and any other person pursuant to which she was
selected as a director, and there are no relationships or transactions to which
Ms. George Billingsley is a party that would require disclosure under Item
404(a) of Regulation S-K.

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.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits



Exhibit Number            Description
99.1(a)                     News Release, dated June 24, 2021, titled     "

Pioneer Natural Resources


                          Announces the Addition of Lori George Billingsley

to the Company ' s Board


                          of Directors    "  .
104                       Cover Page Interactive Data File (formatted as

Inline XBRL and contained in


                          Exhibit 101).

______________________

(a) Furnished herewith.

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