SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 26, 2007
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PIONEER NATURAL RESOURCES COMPANY
(Exact name of registrant as specified in its charter)
Delaware 1-13245 75-2702753
(State or other (Commission (I.R.S. Employer
jurisdiction of incorporation) File Number) Identification Number)
5205 N. O'Connor Blvd 75039
Suite 200 (Zip code)
Irving, Texas
(Address of principal
executive offices)
Registrant's telephone number, including area code: (972) 444-9001
Not applicable
(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))
PIONEER NATURAL RESOURCES COMPANY
TABLE OF CONTENTS
Page
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Item 5.02. Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers; Compensatory Arrangements
of Certain Officers.................................................... 3
Item 5.05. Amendments to the Registrant's Code of Ethics, or Waiver of
a Provision of the Code of Ethics...................................... 4
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits............................................... 4
Signature.............................................................. 5
Exhibit Index.......................................................... 6
Item 5.02. Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers; Compensatory Arrangements of
Certain Officers.
1. On February 26, 2007, the Compensation and Management Development
Committee (the "Committee") of the Board of Directors of Pioneer Natural
Resources Company (the "Company") established targets for the Company's named
executive officers for 2007 bonuses payable in 2008 under the Company's Annual
Incentive Bonus Plan (the "Plan"), as described below. The "named executive
officers" are the executive officers of the Company for whom disclosure was
required in the Company's proxy statement for its 2006 Annual Meeting of
Stockholders. The 2007 bonus target is shown as a percentage of 2007 base
salary, and the actual amount paid may be at, above or below the target level:
Named Executive Officer 2007 Bonus Target
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Scott D. Sheffield 100%
Timothy L. Dove 85
A.R. Alameddine 65
Chris J. Cheatwood 65
Danny L. Kellum 65
Base salaries for the named executive officers payable during 2007 are unchanged
from 2006 levels.
The award of 2007 bonuses under the Plan will be based on the
Committee's judgment regarding the Company's and the executive officer's
performance in 2007, considering, among other things, the objectives established
by the Committee. The corporate objectives include both financial and
non-financial objectives. Financial objectives for 2007 include oil and gas
production, operating expense levels, general and administrative expense levels,
year-end indebtedness, finding costs, reserve replacement, return on equity and
net asset value per share. Another corporate objective is based on the Company's
performance in the areas of safety and environmental. Certain non-financial
objectives vary by executive officer depending on his area of responsibility.
2. On February 26, 2007, the Committee also made awards of
restricted stock and performance units to the named executive officers, as
follows.
Number of Restricted Number of Performance
Named Executive Officer Shares Awarded Units Awarded
----------------------- -------------------- ---------------------
Scott D. Sheffield 34,997 34,998
Timothy L. Dove 15,165 15,166
A.R. Alameddine 5,833 5,833
Chris J. Cheatwood 8,166 8,166
Danny L. Kellum 8,166 8,166
The equity awards were made under the Company's 2006 Long-Term Incentive Plan
pursuant to the forms of Restricted Stock Award Agreement and Performance Unit
Award Agreement filed as exhibits to this report and incorporated herein by
reference.
3. On February 26, 2007, the Committee also amended the agreements
pursuant to which restricted stock was granted to the named executive officers
of the Company on February 14, 2006. As a result of the amendment, the terms
governing the effect of various termination events on the vesting of
3
such restricted stock will be identical to the terms governing the effect of
such events that are set forth in the Restricted Stock Award Agreement filed as
an exhibit to this report.
4. On February 26, 2007, the Committee also determined the amount of
cash bonuses payable to the named executive officers, based on the Committee's
assessment of 2006 performance. The bonuses were paid on March 2, 2007, as
follows:
Named Executive Officer Amount of 2006 Cash Bonus
----------------------- -------------------------
Scott D. Sheffield $ 850,000
Timothy L. Dove 446,250
A.R. Alameddine 243,100
Chris J. Cheatwood 243,100
Danny L. Kellum 276,250
Item 5.05. Amendments to the Registrant's Code of Ethics, or Waiver of a
Provision of the Code of Ethics.
On February 27, 2006, the Board of Directors of the Company adopted a
new Code of Business Conduct and Ethics (the "Code"), which applies to the
Company's directors, employees and officers, including its principal executive
officer, principal financial officer and principal accounting officer. In order
to permit the Company to develop training and communications materials and
otherwise prepare for the introduction of the Code to the Company's employees,
the adoption of the Code will be effective June 1, 2007.
The Code is filed as an exhibit to this report and incorporated herein
by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
10.1 -- Form of Restricted Stock Award Agreement between the Company
and each of Scott D. Sheffield and Timothy L. Dove, together
with a schedule identifying other substantially identical
agreements between the Company and each of its other executive
officers and identifying the material differences between
each of those agreements and the filed Restricted Stock Award
Agreement.
10.2 -- Form of Performance Unit Award Agreement between the Company
and each of Scott D. Sheffield and Timothy L. Dove, together
with a schedule identifying other substantially identical
agreements between the Company and each of its other executive
officers and identifying the material differences between each
of those agreements and the filed Performance Unit Award
Agreement.
14.1 -- Code of Business Conduct and Ethics, effective June 1, 2007.
4
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.
PIONEER NATURAL RESOURCES COMPANY
/s/ Darin G. Holderness
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Darin G. Holderness
Vice President and Chief
Accounting Officer
Dated: March 2, 2007
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EXHIBIT INDEX
Exhibit
Number Exhibit Title
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10.1(a) Form of Restricted Stock Award Agreement between the Company
and each of Scott D. Sheffield and Timothy L. Dove, together
with a schedule identifying other substantially identical
agreements between the Company and each of its other executive
officers and identifying the material differences between
each of those agreements and the filed Restricted Stock Award
Agreement.
10.2(a) Form of Performance Unit Award Agreement between the Company
and each of Scott D. Sheffield and Timothy L. Dove, together
with a schedule identifying other substantially identical
agreements between the Company and each of its other executive
officers and identifying the material differences between each
of those agreements and the filed Performance Unit Award
Agreement.
14.1(a) Code of Business Conduct and Ethics, effective June 1, 2007.
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(a) Filed herewith.