01—Abstract
Summary
Summary of the 8-K filed May 21, 2025. Cited figures are marked; the original filing is the authoritative source.
Permian Resources Corporation (PR) reported the results of its 2025 Annual Meeting of Shareholders, held May 21, 2025, in this Item 5.07 Form 8-K.
Shareholders voted on three proposals: the election of eleven directors, a non-binding advisory vote on named executive officer compensation, and ratification of KPMG LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2025. All eleven director nominees were elected to terms expiring at the 2026 Annual Meeting. Support varied across nominees.
Steven D. Gray received the most Against votes at 101,323,479, while Maire A. Baldwin and Robert M.
Tichio each received about 3.2 million or fewer Against votes. Shareholders also approved the named executive officer compensation on an advisory basis, with 613,236,617 For votes, 15,546,354 Against votes and 11,940,563 Abstentions.
Shareholders ratified KPMG LLP as the company's auditor for 2025, with 696,805,292 For votes, 3,206,959 Against votes and 821,192 Abstentions. The filing reports the vote results only and does not describe any other actions taken at the meeting.
02—Key points
Key Highlights
- All eleven director nominees were elected to terms expiring at the 2026 Annual Meeting, including 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.
- Steven D. Gray had the lowest For vote count among the nominees at 538,712,918, with 101,323,479 Against votes, the highest Against count of any nominee.
- Named executive officer compensation was approved on a non-binding advisory basis, with 613,236,617 For votes compared with 15,546,354 Against votes and 11,940,563 Abstentions.
- Shareholders ratified KPMG LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2025, with 696,805,292 For votes, 3,206,959 Against votes and 821,192 Abstentions.
- Broker non-votes were reported as 60,109,910 on the director election proposal and 60,109,909 on the executive compensation proposal.
- The filing reports the voting results of the 2025 Annual Meeting and does not describe any other matters decided at the meeting.
03—Questions
Frequently Asked Questions
Were all of Permian Resources' director nominees elected at the 2025 Annual Meeting?
Yes. All eleven nominees were elected to terms expiring at the 2026 Annual Meeting of Shareholders. Each nominee received more For votes than Against votes. Steven D. Gray received the most Against votes, at 101,323,479.
How did shareholders vote on executive compensation?
Shareholders approved the named executive officer compensation on a non-binding advisory basis. The vote was 613,236,617 For, 15,546,354 Against, 11,940,563 Abstain and 60,109,909 broker non-votes.
Did shareholders ratify the company's auditor?
Yes. Shareholders ratified the appointment of KPMG LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2025. The vote was 696,805,292 For, 3,206,959 Against and 821,192 Abstain.
What do the broker non-votes in this filing indicate?
The filing reports 60,109,910 broker non-votes on the director election proposal and 60,109,909 on the executive compensation proposal. It does not explain them further.
04—Continue