UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(e) Compensation and Leadership Development Committee Actions
Long-Term Incentive Plan Program Awards.
On February 7, 2024, the Compensation and Leadership Development Committee of the Board of Directors of Pioneer Natural Resources Company, a Delaware corporation (“Pioneer”), approved the following awards of time-based restricted stock units (“RSUs”) under Pioneer’s Amended and Restated 2006 Long-Term Incentive Plan to Neal H. Shah, Mark S. Berg, and J.D. Hall (referred to in this report as “NEOs”):
| NEO | Number of RSUs Awarded | |
| Neal H. Shah |
15,066 | |
| Mark S. Berg |
11,521 | |
| J.D. Hall |
11,521 |
The time-based restricted stock unit awards will vest ratably over three years, provided the officer remains employed with Pioneer through each vesting date. The NEOs’ equity award agreements governing the time-based restricted stock unit awards provide for a double trigger acceleration of vesting; that is, the awards will not automatically accelerate upon a change in control and a pro-rata portion will vest prior to the scheduled vesting date only if both a change in control and a qualifying termination event occur. In addition, the NEOs’ RSU award agreements provide for certain favorable vesting terms upon a qualifying termination event occurring without a change in control.
The foregoing description of the time-based restricted stock unit awards is qualified in its entirety by the full text of the Restricted Stock Unit Award Agreement, which is furnished herewith as Exhibit 10.1 and is incorporated into this Item 5.02 by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders |
On February 7, 2024, Pioneer held a virtual only special meeting of Pioneer stockholders (the “Special Meeting”) in connection with the proposed transaction with Exxon Mobil Corporation, a New Jersey corporation (“ExxonMobil”). As of January 5, 2024, the record date for the Special Meeting, there were 233,623,121 shares of Pioneer common stock, par value $0.01, issued and outstanding and entitled to vote.
At the Special Meeting, the Pioneer stockholders:
| 1. | Adopted the Agreement and Plan of Merger, dated October 10, 2023, by and among Pioneer, ExxonMobil and SQPR, LLC, a Delaware limited liability company (the “Merger Agreement”), by the following vote: |
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 176,271,222 |
1,000,023 | 985,149 | 0 |
| 2. | Failed to approve, on a non-binding advisory basis, the compensation that may be paid or become payable to Pioneer’s named executive officers that is based on or otherwise related to the transactions contemplated by the Merger Agreement (the “Advisory Compensation Proposal”), by the following vote: |
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 55,343,737 |
121,671,659 | 1,240,998 | 0 |
The consummation of the transactions contemplated by the Merger Agreement is not conditioned on the approval of the Advisory Compensation Proposal and remains subject to regulatory clearance and other closing conditions set forth in the Merger Agreement.
| Item 7.01 | Regulation FD Disclosure |
On February 7, 2024, Pioneer issued a press release regarding the results of the Special Meeting. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated into this Item 7.01 by reference.
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits.
| Exhibit No. |
Description | |
| 10.1 | Form of Restricted Stock Unit Award Agreement between Pioneer and certain executive officers of Pioneer with respect to annual awards made under Pioneer’s 2006 Long-Term Incentive Plan, commencing in 2024. | |
| 99.1 | Press Release, dated February 7, 2024. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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/ Christopher L. Washburn | |
| Christopher L. Washburn | ||
| Vice President and Chief Accounting Officer | ||
| Date: | February 8, 2024 | |