Article 5.02 Departure of directors or certain officers; Election of directors; Appointment of certain leaders; Compensatory provisions of certain executives.
July 18, 2022, the Board of Directors (the "Board") of Pioneer Natural Resources Company(the "Company") appointed Jacinto J. Hernandezto the Board with a term expiring at the 2023 annual meeting of stockholders. Mr. Hernandezwill serve on the Board's Audit Committee and Health, Safety and Environment Committee. Mr. Hernandezwill receive the standard non-employee director compensation for serving on the Board, including a grant of 942 restricted stock units representing the annual grant for non-employee directors for the 2022-2023 director year, which will vest in equal quarterly increments through the 2023 annual meeting of stockholders, as well as a grant of 628 restricted stock units that will vest in one-third increments each year over the next three years. In addition, effective July 18, 2022, the Company and Mr. Hernandezwill enter into the Company's standard form of indemnification agreement for its non-employee directors, which requires the Company to indemnify each indemnitee to the fullest extent permitted by the Delaware General Corporation Law. For a description of the compensation program for the Company's non-employee directors and the Company's indemnification agreements, please see the Company's Proxy Statement for its 2022 annual meeting of stockholders, filed with the Securities and Exchange Commissionon April 14, 2022. In connection with his appointment to the Board, the Board determined that Mr. Hernandezis independent under the independence standards of the New York Stock Exchange(the "NYSE"), and is independent under the rules of the NYSE and the Securities and Exchange Commissionfor purposes of service on the Audit Committee. There are no arrangements or understandings between Mr. Hernandezand any other person pursuant to which he was selected as a director, and there are no relationships or transactions to which Mr. Hernandezis a party that would require disclosure under Item 404(a) of Regulation S-K.
A copy of the press release announcing the appointment of the new director to the Board of Directors is provided as Exhibit 99.1 to this report.
Item 9.01 Financial statements and supporting documents
Exhibit Number Description 99.1(a) News Release, dated
July 20, 2022, titled
Announces the Addition of
the board of directors of the company
Directors". 104 Cover Page Interactive Data File (formatted as
Inline XBRL and content in
(a) Provided herewith.
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