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



The annual meeting of stockholders of Pioneer Natural Resources Company (the
"Company") was held on May 27, 2021 (the "Annual Meeting"). At the Annual
Meeting, the Company's stockholders approved the Company's Amended and Restated
Employee Stock Purchase Plan (the "Plan"). The purpose of this amendment and
restatement is to: (i) extend the term of the Plan, (ii) increase the number of
shares issuable under the Plan by 1,250,000 shares and (iii) reduce the period
of time an employee must be employed by the Company in order to be eligible for
participation in the Plan. The Company's directors and officers continue to be
ineligible to participate in the Plan. A description of the Plan is set forth in
the Company's definitive proxy statement for the 2021 Annual Meeting filed with
the Securities and Exchange Commission on April 15, 2021 (the "Proxy Statement")
under the heading, Proposal Four: Approval of the Company's Amended and Restated
Employee Stock Purchase Plan, and is incorporated in this report by reference.
The Plan is filed as Exhibit 10.1 to this report and is incorporated herein by
reference.

Item 5.07 Submission of Matters to a Vote of Security Holders



At the Annual Meeting, four proposals were submitted for a vote of stockholders,
as described in 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. Alameddine          180,917,000    2,268,177      59,562            9,359,825
Edison C. Buchanan       175,016,498    8,170,017      58,224            9,359,825
Matt Gallagher           181,618,239    1,567,461      59,039            9,359,825
Phillip A. Gobe          178,985,068    3,954,707     304,964            9,359,825
Larry R. Grillot         182,180,162    1,002,907      61,670            9,359,825
Stacy P. Methvin         181,567,767    1,469,202     207,770            9,359,825
Royce W. Mitchell        181,512,240    1,671,424      61,075            9,359,825
Frank A. Risch           176,527,668    6,658,115      58,956            9,359,825
Scott D. Sheffield       179,952,323    3,235,157      57,259            9,359,825
J. Kenneth Thompson      145,653,460   36,692,396     898,883            9,359,825
Phoebe A. Wood           163,217,074   19,068,792     958,873            9,359,825
Michael D. Wortley       179,171,582    4,002,259      70,898            9,359,825



Ratification of selection of independent auditors. The engagement of Ernst &
Young LLP as the Company's independent auditors for 2021 was submitted to the
stockholders for ratification. Such engagement was ratified, with the results of
the stockholder voting being as follows:

                         For                    187,496,333
                         Against                  5,062,188
                         Abstain                     46,043
                         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                    173,826,715
                         Against                  9,312,563
                         Abstain                    105,461
                         Broker non-votes         9,359,825






--------------------------------------------------------------------------------

Approval of the Company's Amended and Restated Employee Stock Purchase Plan. The
Plan, as discussed above, was submitted to the stockholders for approval. The
Plan was approved, with the results of the stockholder voting being as follows:

                         For                    182,687,007
                         Against                    475,243
                         Abstain                     82,489
                         Broker non-votes         9,359,825

Item 9.01 Financial Statements and Exhibits



(d)  Exhibits

Exhibit Number            Description
10.1(a)                     Amended and Restated Pioneer Natural Resources Company Employee Stock
                          Purchase Plan dated effective September 1, 2021
104                       Cover Page Interactive Data File (formatted as

Inline XBRL and contained in


                          Exhibit 101).


______________________
(a)  Filed herewith.

© Edgar Online, source Glimpses