pxdmay178k.htm
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 17, 2011
 

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))
 

 
 
 



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 17, 2011 in Irving, Texas. At the meeting, six proposals were submitted for a vote of stockholders, as described in the Company’s Proxy Statement dated April 4, 2011 (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 three nominees as Class II Directors, Edison C. Buchanan, R. Hartwell Gardner and Jim A. Watson, with their terms to expire at the annual meeting in 2014 and until their successors are elected and qualified. Messrs. Buchanan, Gardner and Watson were, at the time of such nomination and at the time of the meeting, directors of the Company.  Each nominee was elected as a director of the Company, with the results of the stockholder voting being as follows:
 
                 
 
  
For
  
Authority
Withheld
  
Abstain
  
Broker
Non-Votes
         
Edison C. Buchanan
  
52,803,246
  
38,699,255
  
—  
  
11,940,847
R. Hartwell Gardner
  
52,795,210
  
38,707,291
  
—  
  
11,940,847
Jim A. Watson
  
52,826,376
  
38,676,125
  
—  
  
11,940,847
 
In addition, the term of office for the following directors continued after the annual meeting: Scott D. Sheffield, Thomas D. Arthur, Andrew F. Cates, Andrew D. Lundquist, Charles E. Ramsey, Jr., Scott J. Reiman and Frank A. Risch.
 
Ratification of selection of independent auditors. The engagement of Ernst & Young LLP as the Company’s independent auditors for 2011 was submitted to the stockholders for ratification. Such engagement was ratified, with the results of the stockholder voting being as follows:
 
     
For
  
102,534,577
Against
  
835,196
Abstain
  
73,575
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
  
86,853,183
Against
  
4,523,448
Abstain
  
125,870
Broker non-votes
  
11,940,847
 
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
  
81,494,057
Every two years
  
316,884
Every three years
  
9,612,044
Abstain
  
79,516
Broker non-votes
  
11,940,847
 
 
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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 Proposals. There were two non-binding stockholder proposals presented for a vote at the meeting:
 
A stockholder proposed that the Company’s Board of Directors initiate a process to amend the Company’s corporate governance documents to require that director nominees be elected by the affirmative vote of the majority of votes cast at an annual meeting, with a plurality vote standard retained for contested director elections. The results of the stockholder voting on this proposal were as follows:
 
     
For
  
70,867,736
Against
  
20,517,313
Abstain
  
117,452
Broker non-votes
  
11,940,847
 
A stockholder proposed that the Company’s Board of Directors take the steps necessary to eliminate the classification of the Board of Directors, and to require that, commencing no later than the annual meeting of 2013, all directors stand for elections annually. The results of the stockholder voting on this proposal were as follows:
 
     
For
  
82,815,430
Against
  
8,567,514
Abstain
  
119,557
Broker non-votes
  
11,940,847

 
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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/ Frank W. Hall                                                                
 
   
Frank W. Hall,
  
   
Vice President and Chief
  
   
Accounting Officer
  
       
Dated:  May 18, 2011
      

 
 
 
 
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