UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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): May 3, 2006
PIONEER NATURAL RESOURCES COMPANY
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(Exact name of registrant as specified in its charter)
Delaware 1-13245 75-2702753
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(State or other (Commission (I.R.S. Employer
jurisdiction of incorporation) File Number) Identification
Number)
5205 N. O'Connor Blvd 75039
Suite 900 ----------
Irving, Texas (Zip Code)
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(Address of principal
executive offices)
Registrant's telephone number, including area code: (972) 444-9001
Not applicable
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(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))
Item 1.01. Entry into a Material Definitive Agreement
2006 Long-Term Incentive Plan
At the Annual Meeting of Stockholders of Pioneer Natural Resources Company
(the "Company") held on May 3, 2006, the Company's stockholders approved the
Company's 2006 Long-Term Incentive Plan (the "Plan"). The Plan was adopted by
the Compensation and Management Development Committee of the Company's Board of
Directors on February 14, 2006, subject to the approval of the Company's
stockholders, and became effective with such stockholder approval on May 3,
2006.
The Plan provides for the grant of stock options (both nonstatutory and
incentive stock options), restricted stock awards, restricted stock units and
stock appreciation rights to employees (including employee directors and
executive officers) and consultants of the Company and its subsidiaries and
affiliates, and non-employee directors of the Company. An aggregate of 4,600,000
shares of the Company's common stock have been reserved and are available for
issuance under the Plan on a discretionary basis, subject to limitations set
forth in the Plan.
No Award may be granted under the Plan on or after May 3, 2016.
A more complete description of the terms of the Plan can be found in "Item
Three - Adoption of the 2006 Long-Term Incentive Plan" (pages 10 through 17) in
the Company's definitive proxy statement filed with the Securities and Exchange
Commission on April 3, 2006, which description is incorporated by reference
herein. The foregoing description of the Plan and the description incorporated
by reference from the Company's definitive proxy statement are qualified in
their entirety by reference to the Plan, a copy of which is filed as Exhibit
10.1 to this report and is incorporated by reference.
Awards of Restricted Stock Units to Non-Employee Directors
On May 3, 2006, the Board of Directors of the Company approved the award of
restricted stock units to the Company's non-employee directors, in accordance
with the previously approved compensation plan for the 2006-2007 director year.
Each non-employee director received an annual equity award of restricted stock
units. Additionally, four of the Company's non-employee directors elected to
receive their annual fees in restricted stock units.
The restricted stock unit awards were made pursuant to the form of Award
Agreement attached hereto as Exhibit 10.2, which is incorporated herein by
reference.
Item 5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers
On May 4, 2006, the Company issued a news release that is attached hereto
as exhibit 99.1. In the news release, the Company announced that Jerry P. Jones
has retired from its Board of Directors, effective May 3, 2006, in accordance
with the mandatory retirement age provisions of the Company's Amended and
Restated Bylaws and its Governance Principles.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
10.1 - Pioneer Natural Resources Company 2006 Long-Term Incentive
Plan.
10.2 - Form of restricted stock unit Award Agreement for non-
employee directors, together with a schedule identifying
substantially identical agreements between the Company and
each of its non-employee directors identified on the
schedule and identifying the material differences between
each of those agreements and the filed Award Agreement.
99.1 - News Release dated May 4, 2006.
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: May 8, 2006
EXHIBIT INDEX
Exhibit
Number Exhibit Title
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10.1 - Pioneer Natural Resources Company 2006 Long-Term Incentive
Plan.
10.2 - Form of restricted stock unit Award Agreement for non-
employee Directors, together with a schedule identifying
substantially identical agreements between the Company and
each of its non-employee directors identified on the
schedule and identifying the material differences between
each of those agreements and the filed Award Agreement.
99.1 - News Release dated May 4, 2006.