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Permian Resources (PR) holders back director slate and larger incentive share pool

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Permian Resources Corporation held its 2026 annual meeting of shareholders, where investors approved expanding the 2023 Long Term Incentive Plan. The maximum Class A shares issuable under the plan increased from 71,718,560 to 101,718,560, providing more equity for future awards. Shareholders also elected ten directors for terms expiring at the 2027 annual meeting, approved on an advisory basis the compensation of named executive officers, and ratified KPMG LLP as independent auditor for the 2026 fiscal year. In addition, they approved an amendment to a subsidiary’s certificate of incorporation to remove a “pass-through voting” provision tied to the company’s corporate reorganization.

Positive

  • None.

Negative

  • None.

Insights

Shareholders backed all proposals, including a sizable increase in the equity incentive pool.

Permian Resources’ shareholders approved raising the share limit under the 2023 Long Term Incentive Plan from 71,718,560 Class A shares to 101,718,560. This expands the pool available for stock-based compensation, aligning management and employee incentives more closely with equity performance.

All ten directors were re-elected, executive pay received majority support in a non-binding advisory vote, and KPMG LLP was ratified as auditor for the fiscal year ending December 31, 2026. Investors also approved removing a “pass-through voting” provision at a subsidiary level, simplifying governance around the company’s broader corporate reorganization.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
LTIP share cap (new) 101,718,560 Class A shares Maximum shares issuable under 2023 Long Term Incentive Plan after amendment
LTIP share cap (prior) 71,718,560 Class A shares Previous maximum under 2023 Long Term Incentive Plan before amendment
Say-on-pay support 671,484,023 votes for Advisory vote on named executive officer compensation
Auditor ratification support 724,751,914 votes for Ratification of KPMG LLP as 2026 auditor
LTIP amendment votes for 486,136,079 votes for Approval of First Amendment to 2023 Long Term Incentive Plan
Charter amendment support 675,699,906 votes for Amendment removing pass-through voting at subsidiary level
2023 Long Term Incentive Plan financial
"the Permian Resources Corporation 2023 Long Term Incentive Plan (the “Plan”)"
non-binding advisory vote financial
"approved, by a non-binding advisory vote, the compensation of the Company’s named executive officers"
A non-binding advisory vote is a shareholder vote that expresses investors’ opinion on a proposal (such as executive pay, corporate policy, or governance practices) but does not legally force the company to act. Think of it like a customer survey: it signals whether owners approve or disapprove and can pressure boards and managers to change course, so investors watch the result as an indicator of governance risk and potential future shifts in company strategy or leadership.
broker non-votes financial
"For | Against | Abstain | Broker Non-Votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
independent registered public accounting firm financial
"ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
pass-through voting provision financial
"to remove the “pass-through voting” provision in connection with the Company’s corporate reorganization"
Understanding 8-K Material Events →
0001658566false00016585662026-05-192026-05-19

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 19, 2026
___________________
PERMIAN RESOURCES CORPORATION
(Exact name of registrant as specified in its charter)
___________________
Delaware001-3769741-3338782
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(I.R.S. Employer Identification No.)

300 N. Marienfeld St., Suite 1000
Midland, Texas 79701
(Address of principal executive offices, including zip code)
(432) 695-4222
(Registrant’s telephone number, including area code)
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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Class A Common Stock, par value $0.0001 per sharePRThe New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o



Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
The 2026 Annual Meeting of Shareholders of Permian Resources Corporation (the “Company”) was held on May 19, 2026 (the “Annual Meeting”). At the Annual Meeting, the shareholders of the Company approved the First Amendment (the “First Amendment”) to the Permian Resources Corporation 2023 Long Term Incentive Plan (the “Plan”) to, among other things, increase the maximum number of shares of the Company’s Class A Common Stock, par value $0.0001 per share (“Class A shares”), issuable under the Plan from 71,718,560 Class A shares to 101,718,560 Class A shares. The Company’s Board of Directors (the “Board”) had previously approved the First Amendment, subject to shareholder approval.
The principal terms of the First Amendment and the Plan are described in the Company’s proxy statement for the Annual Meeting, filed with the U.S. Securities and Exchange Commission on April 6, 2026, which descriptions of the First Amendment and the Plan are incorporated herein by reference and are qualified in their entirety by reference to the full text of the First Amendment and the Plan, as applicable, copies of which are filed as Exhibit 10.1 and Exhibit 10.2, respectively, to this Current Report on Form 8-K and incorporated into this Item 5.02 by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, the shareholders of the Company (i) elected ten directors to the Board for terms expiring at the 2027 Annual Meeting of Shareholders, (ii) approved, by a non-binding advisory vote, the compensation of the Company’s named executive officers, (iii) ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026, (iv) approved the First Amendment and (v) approved an amendment to the Sixth Amended and Restated Certificate of Incorporation of Permian Resources Holdings Inc., our wholly owned subsidiary, to remove the “pass-through voting” provision in connection with the Company’s corporate reorganization. The voting results for each proposal were as follows:
Proposal 1. To elect ten directors to the Board for terms expiring at the 2027 Annual Meeting of Shareholders:
For
Against
Abstain
Broker Non-Votes
Maire A. Baldwin
670,324,6236,982,110709,72264,666,444
Frost W. Cochran
673,551,3503,752,030713,07564,666,444
Karan E. Eves
670,246,7836,960,486809,18664,666,444
Steven D. Gray
611,914,65865,342,520759,27764,666,444
William M. Hickey III
655,799,96121,542,824673,67064,666,444
Aron Marquez
621,829,74755,474,430712,27864,666,444
William J. Quinn
655,540,77721,797,089678,58964,666,444
Jeffrey H. Tepper
666,582,90010,722,602710,95364,666,444
Robert M. Tichio
669,066,2568,259,864690,33564,666,444
James H. Walter
655,690,12221,523,602802,73164,666,444

Proposal 2. To approve, by a non-binding advisory vote, the Company’s named executive officer compensation:
For
Against
Abstain
Broker Non-Votes
671,484,0235,284,1211,248,31164,666,444

Proposal 3. To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026:
For
Against
Abstain
724,751,91417,047,850883,135
Proposal 4. To approve the First Amendment to the Permian Resources Corporation 2023 Long Term Incentive Plan:
For
Against
Abstain
Broker Non-Votes
486,136,079190,600,8841,279,49264,666,444



Proposal 5. To approve an amendment to the Sixth Amended and Restated Certificate of Incorporation of Permian Resources Holdings Inc., our wholly owned subsidiary, to remove the “pass-through voting” provision in connection with the Company’s corporate reorganization:
For
Against
Abstain
Broker Non-Votes
675,699,9061,089,4081,227,14164,666,444
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.Description
10.1#
First Amendment to the Permian Resources Corporation 2023 Long Term Incentive Plan.
10.2#
Permian Resources Corporation 2023 Long Term Incentive Plan (incorporated by reference to Exhibit 10.23 to the Company’s Annual Report on Form 10-K, filed with the SEC on February 29, 2024).
104Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
# Management contract or compensatory plan or agreement.



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.
PERMIAN RESOURCES CORPORATION
By:/s/ GUY M. OLIPHINT
Guy M. Oliphint
Executive Vice President and Chief Financial Officer
Date:May 19, 2026



Source: View Original Filing on SEC EDGAR

FAQ

What did Permian Resources (PR) shareholders approve at the 2026 annual meeting?

Shareholders approved all proposals, including electing ten directors, expanding the 2023 Long Term Incentive Plan share pool, ratifying KPMG LLP as auditor for 2026, and amending a subsidiary charter to remove a pass-through voting provision tied to the corporate reorganization.

How many shares are now authorized under Permian Resources’ 2023 Long Term Incentive Plan?

The maximum Class A shares issuable under the 2023 Long Term Incentive Plan increased to 101,718,560. Previously, the plan allowed 71,718,560 Class A shares, so shareholders approved a substantial expansion of the equity pool for future stock-based awards and incentives.

Did Permian Resources (PR) shareholders approve executive compensation at the 2026 meeting?

Yes, shareholders approved the company’s named executive officer compensation in a non-binding advisory vote. The proposal received 671,484,023 votes for, 5,284,121 against, and 1,248,311 abstentions, with an additional 64,666,444 broker non-votes recorded on the item.

Who was ratified as Permian Resources’ independent auditor for 2026?

Shareholders ratified KPMG LLP as Permian Resources’ independent registered public accounting firm for the year ending December 31, 2026. The ratification received 724,751,914 votes for, 17,047,850 against, and 883,135 abstentions, reflecting strong overall support for the auditor choice.

How did Permian Resources (PR) shareholders vote on expanding the long-term incentive plan?

The proposal to approve the First Amendment to the 2023 Long Term Incentive Plan passed with 486,136,079 votes for, 190,600,884 against, and 1,279,492 abstentions, plus 64,666,444 broker non-votes, confirming shareholder support for a larger equity award pool.

Filing Exhibits & Attachments

4 documents

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