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 ofPioneer Natural Resources Company (the "Company") was held onMay 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 theSecurities and Exchange Commission onApril 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 ofErnst & 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 effectiveSeptember 1, 2021 104 Cover Page Interactive Data File (formatted as
Inline XBRL and contained in
Exhibit 101). ______________________ (a) Filed herewith.
© Edgar Online, source