PIONEER NATURAL RESOURCES CO: Change of Directors or Principal Officers, Financial Statements and Supporting Documents (Form 8-K)


Article 5.02 Departure of directors or certain officers; Election of directors; Appointment of certain leaders; Compensatory provisions of certain executives.

On July 18, 2022, the Board of Directors (the "Board") of Pioneer Natural
Resources Company (the "Company") appointed Jacinto J. Hernandez to the Board
with a term expiring at the 2023 annual meeting of stockholders. Mr. Hernandez
will serve on the Board's Audit Committee and Health, Safety and Environment

Mr. Hernandez will 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. Hernandez will 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 Commission on April 14, 2022.

In connection with his appointment to the Board, the Board determined that Mr.
Hernandez is 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 Commission for purposes of service on the Audit
Committee. There are no arrangements or understandings between Mr. Hernandez and
any other person pursuant to which he was selected as a director, and there are
no relationships or transactions to which Mr. Hernandez is 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

(d) Exhibits

Exhibit Number            Description
99.1(a)                     News Release, dated July 20, 2022, titled 

Pioneer of natural resources

                          Announces the Addition of Jacinto Hernandez to 

the board of directors of the company

104                       Cover Page Interactive Data File (formatted as 

Inline XBRL and content in

                          Exhibit 101).


(a) Provided herewith.

© Edgar Online, source Previews


About Author

Comments are closed.