01—Abstract
Summary
Summary of the 8-K filed May 22, 2024. Cited figures are marked; the original filing is the authoritative source.
At its 2024 Annual Meeting held May 22, 2024, Permian Resources Corporation's shareholders approved amendments to the Fourth Amended and Restated Certificate of Incorporation.
The main change immediately declassifies the Board of Directors and provides for the annual election of directors. Shareholders also approved an amendment reflecting the latest Delaware law provisions on the exculpation of certain officers. The Fifth Amended and Restated Certificate of Incorporation, which reflects these amendments and certain immaterial conforming updates, was filed with the Delaware Secretary of State and became effective immediately upon filing.
The filing is attached as Exhibit 3.1. For the declassification amendment, 660,588,159 shares were voted for, 364,467 against, and 233,071 abstained, with 60,323,264 broker non-votes. Because the amendment passed, the shareholders elected all eleven nominees to terms expiring at the 2025 Annual Meeting.
Support varied among nominees. Steven D. Gray received 566,997,008 votes for and 93,809,352 against, the widest margin of opposition among the nominees.
Proposal 3, to elect three Class II directors, was not submitted to shareholders. Shareholders also ratified KPMG LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2024, with 715,114,191 votes for.
On the non-binding advisory say-on-pay proposal, 526,992,530 votes were cast for and 133,304,807 against. On the frequency of future say-on-pay votes, 646,637,659 votes favored every year, and the Company determined it will hold the advisory vote annually.
02—Key points
Key Highlights
- The Board of Directors is declassified immediately, and annual director elections begin with this meeting. The declassification amendment received 660,588,159 votes for.
- The Fifth Amended and Restated Certificate of Incorporation became effective immediately upon filing with the Delaware Secretary of State and is filed as Exhibit 3.1.
- All eleven director nominees were elected to terms expiring at the 2025 Annual Meeting. Steven D. Gray received the most votes against at 93,809,352.
- The exculpation amendment for certain officers, reflecting the latest Delaware law provisions, was approved with 627,761,677 votes for and 32,737,756 against.
- The say-on-pay advisory proposal passed with 526,992,530 votes for and 133,304,807 against.
- Shareholders recommended annual advisory votes on named executive officer compensation, with 646,637,659 votes for every year, and the Company will hold them annually.
- KPMG LLP was ratified as the independent registered public accounting firm for fiscal year 2024, with 715,114,191 votes for and 5,931,078 against.
03—Questions
Frequently Asked Questions
What changed in the Company's governance structure?
The shareholders approved immediately declassifying the Board of Directors and providing for the annual election of directors. Previously the Board was classified, so directors were elected to staggered terms. All eleven nominees were elected to one-year terms expiring at the 2025 Annual Meeting.
What is the exculpation amendment?
The exculpation amendment reflects the latest Delaware law provisions regarding the exculpation of certain officers from personal liability. Shareholders approved it with 627,761,677 votes for, 32,737,756 against, and 686,264 abstentions, and it is included in the Fifth Amended and Restated Certificate of Incorporation.
How much shareholder support did the director nominees receive?
All eleven nominees were elected. Most received over 640,000,000 votes for, including Frost W. Cochran with 660,037,709 for and 780,721 against. Steven D. Gray received the most opposition, with 566,997,008 for and 93,809,352 against.
How often will the Company hold say-on-pay votes?
Shareholders recommended every year by 646,637,659 votes, compared with 1,610,328 for every other year and 12,399,076 for every three years. Following the Board's recommendation, the Company will hold an advisory vote on named executive officer compensation every year until the next required frequency vote or until the Board determines otherwise.
04—Continue