01—Abstract
Summary
Summary of the 8-K filed May 19, 2026. Cited figures are marked; the original filing is the authoritative source.
Permian Resources Corporation held its 2026 Annual Meeting of Shareholders on May 19, 2026, where shareholders approved the First Amendment to the Permian Resources Corporation 2023 Long Term Incentive Plan.
The amendment increases the maximum number of Class A common shares issuable under the Plan from 71,718,560 to 101,718,560. The Board had previously approved the amendment subject to shareholder approval. The filing also incorporates the principal terms described in the company's proxy statement filed April 6, 2026.
Shareholders elected all ten director nominees to terms expiring at the 2027 Annual Meeting, approved the non-binding advisory vote on named executive officer compensation, and ratified KPMG LLP as the independent registered public accounting firm for fiscal year 2026. Shareholders also approved an amendment to the Sixth Amended and Restated Certificate of Incorporation of Permian Resources Holdings Inc., the company's wholly owned subsidiary, to remove the "pass-through voting" provision in connection with the company's corporate reorganization. The most notable vote was the LTIP amendment, which received 486,136,079 votes for and 190,600,884 against, with 1,279,492 abstentions and 64,666,444 broker non-votes.
The director votes were more varied, with several nominees such as Steven D. Gray (611,914,658 for, 65,342,520 against) and Aron Marquez (621,829,747 for, 55,474,430 against) receiving materially higher opposition than others.
02—Key points
Key Highlights
- Shareholders approved the First Amendment to the 2023 Long Term Incentive Plan, increasing the maximum Class A shares issuable under the Plan from 71,718,560 to 101,718,560.
- All ten director nominees were elected to terms expiring at the 2027 Annual Meeting of Shareholders.
- The non-binding advisory vote on named executive officer compensation was approved with 671,484,023 votes for and 5,284,121 against.
- KPMG LLP was ratified as the independent registered public accounting firm for the fiscal year ending December 31, 2026, with 724,751,914 votes for and 17,047,850 against.
- Shareholders approved removing the "pass-through voting" provision from the Sixth Amended and Restated Certificate of Incorporation of Permian Resources Holdings Inc., a wholly owned subsidiary, in connection with the corporate reorganization.
- The LTIP amendment drew substantially more opposition (190,600,884 against) than the other proposals, with 486,136,079 votes for.
03—Questions
Frequently Asked Questions
How many additional Class A shares can be issued under the amended Long Term Incentive Plan?
The maximum number of Class A common shares issuable under the Plan increases from 71,718,560 to 101,718,560, an increase of 30,000,000 shares as stated by the figures in the filing.
Which director nominees received the most opposition?
Steven D. Gray received 65,342,520 votes against and Aron Marquez received 55,474,430 votes against. William M. Hickey III, William J. Quinn and James H. Walter each received about 21.5 million to 21.8 million votes against.
Where can investors find the full terms of the amended Plan?
The principal terms are described in the company's proxy statement filed with the SEC on April 6, 2026. The full text of the First Amendment and the Plan are filed as Exhibits 10.1 and 10.2 to the Form 8-K.
What was the purpose of the subsidiary charter amendment?
The amendment to the Sixth Amended and Restated Certificate of Incorporation of Permian Resources Holdings Inc. removes the "pass-through voting" provision in connection with the company's corporate reorganization. It received 675,699,906 votes for and 1,089,408 against.
Did the advisory say-on-pay vote pass?
Yes. The non-binding advisory vote on named executive officer compensation received 671,484,023 votes for, 5,284,121 against and 1,248,311 abstentions, with 64,666,444 broker non-votes.
04—Continue