SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 24, 2022
PIONEER NATURAL RESOURCES COMPANY
(Exact name of registrant as specified in its charter)
|(State or other jurisdiction of|
777 Hidden Ridge
Irving, Texas 75038
(Address of principal executive offices and zip code)
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
|Title of each class||Trading Symbol||Name of each exchange on which registered|
|Common Stock, par value $.01 per share||PXD||New York Stock Exchange|
(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
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 24, 2021, the Board of Directors (the "Board") of Pioneer Natural Resources Company (the "Company") appointed Lori George Billingsley to the Board with a term expiring at the 2022 annual meeting of stockholders. Ms. George Billingsley will serve on the Board's Compensation and Leadership Development Committee and Health, Safety and Environment Committee.
Ms. George Billingsley will receive the standard non-employee director compensation for serving on the Board, including a grant of 1,411 restricted stock units in respect of the annual grant for non-employee directors for the 2021-2022 director year, which will vest in equal quarterly increments through the 2022 annual meeting of stockholders, as well as a grant of 941 restricted stock units that will vest in one-third increments each year over the next three years. In addition, effective June 24, 2021, the Company and Ms. George Billingsley 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 2021 annual meeting of stockholders, filed with the Securities and Exchange Commission on April 15, 2021.
In connection with her appointment to the Board, the Board determined that Ms. George Billingsley is independent under the independence standards of the New York Stock Exchange (the "NYSE"). There are no arrangements or understandings between Ms. George Billingsley and any other person pursuant to which she was selected as a director, and there are no relationships or transactions to which Ms. George Billingsley is a party that would require disclosure under Item 404(a) of Regulation S-K.
A copy of the news release announcing the appointment of the new directors to the Board is furnished as Exhibit 99.1 to this Report.
Item 9.01 Financial Statements and Exhibits
(a) Furnished herewith.
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|
|Date:||June 28, 2022|
Pioneer Natural Resources Announces the Addition of Lori George Billingsley to the Company’s Board of Directors
DALLAS - June 24, 2022 - Pioneer Natural Resources Company (NYSE:PXD) today announced the addition of Lori George Billingsley to the company’s board of directors effective immediately.
Ms. George Billingsley is the Global Chief Diversity, Equity and Inclusion (DEI) Officer for The Coca-Cola Company (TCCC). In this role, she leads TCCC’s DEI Center of Excellence, designed to support a more engaged global workforce and inclusive culture that best positions the employees of the company to drive growth. During her 19 years with TCCC, Ms. George Billingsley has held numerous roles with increasing responsibility in public relations and communications. Most recently she served as Vice President of Community and Stakeholder Relations for Coca-Cola North America.
She currently serves on the Board of Directors of the Congressional Black Caucus Foundation, Inc. (Chair), NAACP Foundation, ColorComm and The Coca-Cola Foundation. She is a member of the Howard University School of Communications Board of Visitors and the former Co-Chair of American University’s Women’s Network. She is a member of the Executive Leadership Council and Co-Chairs TCCC’s Political Action Committee.
Pioneer Chief Executive Officer, Scott D. Sheffield said, “We are extremely pleased to have Lori join our Board of Directors. Diversity and inclusion are Core Values at Pioneer, and Lori’s leadership will strengthen Pioneer’s ability to attract, retain and develop a best-in-class workforce, while also helping us engage meaningfully and effectively with our stakeholders and the communities where we live and operate.”
“In addition, we will absolutely call on Lori’s vast corporate, foundation and communications experience, as well as her relationships with leaders across the country, to help the company successfully navigate the changing global energy landscape,” added Chairman of the Board J. Kenneth Thompson.
Ms. George Billingsley stated, “Joining Pioneer’s board is an exciting opportunity to bring my skill set and perspective to a new industry. The commitment Pioneer makes to its people and the communities where they live and work is impressive. I am looking forward to helping Pioneer continue to lead on issues ranging from diversity and inclusion to emissions reductions.”
Ms. George Billingsley earned her Bachelor of Arts in Public Relations from Howard University and her Master of Arts in Public Communications from American University. In 2019, she completed a 13-month Executive Leadership Experience Program at Harvard Business School. She is an ordained minister.
Pioneer is a large independent oil and gas exploration and production company, headquartered in Dallas, Texas, with operations in the United States. For more information, visit Pioneer’s website at www.pxd.com.