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): February 14, 2005
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 jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
5205 N. O'Connor Blvd., Suite 900, Irving, Texas 75039
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(Address of principal executive offices) (Zip Code)
(972) 444-9001
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(Registrant's telephone number, including area code)
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))
PIONEER NATURAL RESOURCES COMPANY
TABLE OF CONTENTS
Page
Item 1.01. Entry into a Material Definitive Agreement................ 3
Signature............................................................. 4
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PIONEER NATURAL RESOURCES COMPANY
Item 1.01. Entry into a Material Definitive Agreement
1. On February 14, 2006, the Compensation and Management Development
Committee (the "Committee") of the Board of Directors of Pioneer Natural
Resources Company (the "Company") established objectives for 2006 bonuses
payable in 2007 to the executive officers of the Company under the Company's
Annual Incentive Bonus Plan (the "Plan"). 2006 bonus awards under the Plan will
be based on the Committee's judgment regarding the Corporation's and the
executive officer's performance in 2006, considering, among other things, the
objectives. The corporate objectives include both financial and non-financial
objectives. Financial objectives for 2006 include oil and gas production,
operating expense levels, general and administrative expense levels, year-end
indebtedness, finding costs, reserve replacement, return on equity, net asset
value per share and total stockholder return. Another corporate objective is
based on the Company's performance in the areas of safety and environmental.
Other non-financial objectives for 2006 include various qualitative and
quantitative measures that are intended to further align compensation with
achieving the Company's corporate goals. Certain non- financial objectives vary
by executive officer depending on his area of responsibility.
2. On February 14, 2006, the Committee also determined the amount of cash
bonuses payable to the Company's Chief Executive Officer and four most highly
compensated executive officers other than its Chief Executive Officer, based on
the Committee's assessment of 2005 performance. Determination of the most highly
compensated executive officers is made by reference to total annual salary and
bonus for 2005. The bonuses are payable in February 2006 and are described
below:
Named Executive Officer Amount of 2005 Cash Bonus
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Scott D. Sheffield $ 948,750
Timothy L. Dove 464,000
A.R. Alameddine 247,000
Chris J. Cheatwood 247,000
Danny L. Kellum 247,000
3. On February 14, 2006, the Board of Directors of the Company approved
adjustments to the compensation paid to non-employee directors of the Company.
Commencing with the board year beginning at the Company's 2006 Annual Meeting of
Stockholders, the annual retainer will increase from $40,000 to $50,000; the
value of the annual equity award in will increase from $60,000 to $80,000; and
the value of the initial equity award to new directors will increase from
$125,000 to $150,000.
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PIONEER NATURAL RESOURCES COMPANY
S I G N A T U R E
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
Date: February 21, 2006 By: /s/ Darin G. Holderness
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Darin G. Holderness
Vice President and Chief Accounting Officer
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