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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 27, 2021
 
PIONEER NATURAL RESOURCES COMPANY
(Exact name of registrant as specified in its charter)
 
Delaware1-1324575-2702753
(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 classTrading SymbolName of each exchange on which registered
Common Stock, par value $.01 per sharePXDNew 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 5.02 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)
104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
______________________
(a)    Filed 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:June 1, 2021