Document


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 18, 2017
 
PIONEER NATURAL RESOURCES COMPANY
(Exact name of registrant as specified in its charter)
  
Delaware
1-13245
75-2702753
(State or other jurisdiction of
incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification No.)
 
 
 
5205 N. O'Connor Blvd., Suite 200, Irving, Texas
 
75039
(Address of principal executive offices)
 
(Zip Code)
 
 
 
 
Registrant’s telephone number, including area code:  (972) 444-9001
 
Not applicable
(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 5.07.
Submission of Matters to a Vote of Security Holders

The annual meeting of stockholders of Pioneer Natural Resources Company (the “Company”) was held on May 18, 2017 in Irving, Texas. At the meeting, five proposals were submitted for a vote of stockholders, as described in the Company’s Proxy Statement dated April 6, 2017 (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
Edison C. Buchanan
136,849,226
2,278,862
780,650
8,700,412
Andrew F. Cates
138,717,399
410,440
780,899
8,700,412
Timothy L. Dove
138,874,853
246,824
787,061
8,700,412
Phillip A. Gobe
138,692,846
434,978
780,914
8,700,412
Larry R. Grillot
138,616,995
509,253
782,490
8,700,412
Stacy P. Methvin
138,707,860
420,875
780,003
8,700,412
Royce W. Mitchell
138,847,423
278,460
782,855
8,700,412
Frank A. Risch
137,629,421
1,497,562
781,755
8,700,412
Scott D. Sheffield
137,603,904
1,523,347
781,487
8,700,412
Mona K. Sutphen
138,687,245
441,376
780,117
8,700,412
J. Kenneth Thompson
137,225,628
1,899,390
783,720
8,700,412
Phoebe A. Wood
138,858,040
269,729
780,969
8,700,412
Michael D. Wortley
138,836,616
285,051
787,071
8,700,412

Ratification of selection of independent auditors. The engagement of Ernst & Young LLP as the Company’s independent auditors for 2017 was submitted to the stockholders for ratification. Such engagement was ratified, with the results of the stockholder voting being as follows:  
For
  
147,053,885
Against
  
866,580
Abstain
  
688,685
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
  
124,991,128
Against
  
13,554,357
Abstain
  
1,363,253
Broker non-votes
  
8,700,412




Advisory vote regarding the frequency of stockholder advisory votes on executive compensation. The Company submitted to the stockholders, on an advisory basis, a proposal as to whether to have the advisory vote on executive compensation on the agenda for future annual stockholders meetings every one, two or three years. The results of the stockholder voting on this proposal were as follows:
Every year
  
126,144,452
Every two years
  
88,042
Every three years
  
12,863,899
Abstain
  
812,345
Broker non-votes
 
8,700,412

In light of the voting results, it is the current intention of the Company’s Board of Directors to include an advisory stockholder vote on executive compensation, or “say-on-pay” vote, in the Company’s proxy statement on an annual basis until the Company next holds an advisory vote on the frequency of say-on-pay votes as required under the rules of the Securities and Exchange Commission.
Stockholder proposal. A non-binding stockholder proposal that the Company issue an annual sustainability report. The results of the stockholder voting on this proposal were as follows:
For
  
70,810,370
Against
  
65,123,053
Abstain
  
3,975,315
Broker non-votes
  
8,700,412


S I G N A T U R E

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
 
 
 
 
 
Dated: May 23, 2017