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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )

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Pioneer Natural Resources Company
(Name of Registrant as Specified in its Charter)
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PIONEER NATURAL RESOURCES COMPANY
5205 North O'Connor Boulevard
Suite 200
Irving, Texas 75039


Supplement to Definitive Proxy Statement Relating to 2017 Annual Meeting of Stockholders

This proxy statement supplement, dated May 5, 2017, supplements the definitive proxy statement (the “Proxy Statement”) of Pioneer Natural Resources Company (the “Company”) filed with the Securities and Exchange Commission on April 6, 2022 relating to the Annual Meeting of Stockholders of the Company to be held at 5205 North O'Connor Boulevard, Suite 250, Irving, Texas 75039, on Thursday, May 18, 2017, at 9:00 a.m. Central Time.

The purpose of this supplement is to clarify the policy of the Compensation and Leadership Development Committee (the “Committee”) of the Board of Directors of the Company with regard to the Company’s annual cash bonus incentive award program under the Amended and Restated 2006 Long-Term Incentive Plan. Since 2011, the program has been implemented so as to qualify the annual cash bonus incentive awards as tax deductible “performance-based compensation” under Section 162(m) of the Internal Revenue Code, as amended. Under the program, in order to qualify the payout under the Company’s annual cash bonus incentive program as “performance-based compensation,” the payout to the executive officers who receive such awards is subject to achievement of a baseline performance hurdle, established at the beginning of the year, that the Company must achieve before any payment is made under the program.

The Committee has adopted a policy to make clear that, if the baseline performance hurdle is not achieved in a given year, the Company will not pay any discretionary cash bonuses to such executive officers for that year.





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