UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 3.03. | Material Modification to Rights of Security Holders. |
The information set forth in Item 5.03 below is incorporated herein by reference.
Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
As discussed in Item 5.07 below, at the 2024 Annual Meeting of Shareholders of Permian Resources Corporation (the “Company”) held on May 22, 2024 (the “Annual Meeting”), the Company’s shareholders approved, among other proposals, certain amendments (collectively, the “Charter Amendments”) to the Company’s Fourth Amended and Restated Certificate of Incorporation (the “Fourth Amended and Restated Charter”) to (i) immediately declassify the Company’s board of directors (the “Board”) and to provide for the annual election of directors (the “Declassification Amendment”) and (ii) to reflect the latest Delaware law provisions regarding the exculpation of certain officers (the “Exculpation Amendment”). A detailed description of each proposal related to the Charter Amendments is included in the Company’s Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission (the “SEC”) on April 9, 2024 in connection with the Annual Meeting (the “2024 Proxy Statement”), which description is incorporated herein by reference.
Each Charter Amendment proposal was approved by the requisite vote of the Company’s stockholders specified in Item 5.07 below. The Charter Amendments, together with certain immaterial conforming updates, are reflected in the Company’s Fifth Amended and Restated Certificate of Incorporation (the “Fifth Amended and Restated Charter”). Promptly following the conclusion of the Annual Meeting, the Company filed the Fifth Amended and Restated Charter with the Secretary of State of the State of Delaware, which became effective immediately upon filing.
The descriptions of the Charter Amendments set forth above do not purport to be complete and are subject to, and are qualified in their entirety by reference to, the full text of the Company’s Fifth Amended and Restated Charter, which is filed with this Current Report on Form 8-K as Exhibit 3.1 and is incorporated herein by reference.
Item 5.07. | Submission of Matters to a Vote of Security Holders. |
At the Annual Meeting, several proposals were submitted to a shareholder vote, including (i) Proposal 1 to amend the Fourth Amended and Restated Charter to immediately declassify the Board, (ii) Proposal 2 to elect eleven directors to the Board, because Proposal 1 was approved, , (iii) Proposal 4 to amend the Fourth Amended and Restated Charter to reflect the latest Delaware law provisions regarding the exculpation of certain officers, (iv) Proposal 5 to approve, by a non-binding advisory vote, the compensation of the Company’s named executive officers, (v) Proposal 6 to recommend, by a non-binding advisory vote, how frequently the Company should seek an advisory vote to approve the compensation of its named executive officers, and (vi) Proposal 7 to ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. Proposal 3 (to elect three Class II directors to the Board) was not submitted to the shareholders, given the passage of the Declassification Amendment proposal. The voting results for each proposal were as follows:
Proposal 1. Shareholders approved the Declassification Amendment. As described in the 2024 Proxy Statement, a vote to approve an amendment to the Fourth Amended and Restated Charter requires the affirmative vote of shareholders holding at least a majority of the outstanding voting stock of the Company voting together as a single class. Thus, this proposal passed with the following votes:
For |
Against |
Abstain |
Broker Non-Votes | |||
660,588,159 | 364,467 | 233,071 | 60,323,264 |
Proposal 2. Because the Company’s proposal to immediately declassify the Board passed, the shareholders voted to elect Robert J. Anderson, Maire A. Baldwin, Frost W. Cochran, Karan E. Eves, Steven D. Gray, William M. Hickey III, Aron Marquez, William J. Quinn, Jeffrey H. Tepper, Robert M. Tichio and James H. Walter, to the Board for terms expiring at the 2025 Annual Meeting of Shareholders with the following votes:
For | Against | Abstain | Broker Non-Votes | |||||
Robert J. Anderson |
640,716,278 | 20,146,700 | 322,719 | 60,323,264 | ||||
Maire A. Baldwin |
652,194,251 | 8,620,761 | 370,685 | 60,323,264 | ||||
Frost W. Cochran |
660,037,709 | 780,721 | 367,267 | 60,323,264 | ||||
Karan E. Eves |
653,213,147 | 7,607,404 | 365,146 | 60,323,264 | ||||
Steven D. Gray |
566,997,008 | 93,809,352 | 379,337 | 60,323,264 | ||||
William M. Hickey III |
659,313,778 | 1,556,876 | 315,043 | 60,323,264 | ||||
Aron Marquez |
652,528,782 | 8,287,918 | 368,997 | 60,323,264 | ||||
William J. Quinn |
659,301,961 | 1,513,798 | 369,938 | 60,323,264 | ||||
Jeffrey H. Tepper |
654,529,664 | 6,271,788 | 384,245 | 60,323,264 | ||||
Robert M. Tichio |
654,500,507 | 6,315,776 | 369,414 | 60,323,264 | ||||
James H. Walter |
659,462,198 | 1,411,688 | 311,811 | 60,323,264 |
Proposal 4. Shareholders approved the Exculpation Amendment. As described in the 2024 Proxy Statement, a vote to approve an amendment to the Fourth Amended and Restated Charter requires the affirmative vote of shareholders holding at least a majority of the outstanding voting stock of the Company voting together as a single class. Thus, this proposal passed with the following votes:
For |
Against |
Abstain |
Broker Non-Votes | |||
627,761,677 | 32,737,756 | 686,264 | 60,323,264 |
Proposal 5. To approve, by a non-binding advisory vote, the Company’s named executive officer compensation:
For |
Against |
Abstain |
Broker Non-Votes | |||
526,992,530 | 133,304,807 | 888,360 | 60,323,264 |
Proposal 6. To recommend, by a non-binding advisory vote, the frequency of future advisory votes to approve the Company’s named executive officer compensation:
Every Year |
Every Other Year |
Every Three Years |
Abstain |
Broker Non-Votes | ||||
646,637,659 | 1,610,328 | 12,399,076 | 538,634 | 60,323,264 |
In accordance with the recommendation of the Board and based on the results of the advisory vote reported above, the Company has determined it will hold an advisory vote on the compensation of its named executive officers every year until the next required advisory vote on the frequency of holding such advisory votes on named executive officer compensation or until the Board otherwise determines that a different frequency for such advisory votes is in the best interests of the Company’s shareholders.
Proposal 7. To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024:
For |
Against |
Abstain | ||
715,114,191 | 5,931,078 | 463,692 |
Item 9.01. | Financial Statements and Exhibits. |
(d) | Exhibits |
Exhibit |
Description | |
3.1 | Fifth Amended and Restated Certificate of Incorporation | |
104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. |
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.
PERMIAN RESOURCES CORPORATION | ||
By: | /s/ Guy M. Oliphint | |
Guy M. Oliphint Executive Vice President and Chief Financial Officer | ||
Date: | May 22, 2024 |