PERMIAN RESOURCES CORP CLASS A (PR)
Sector: Energy
2026 Annual Meeting Analysis
PERMIAN RESOURCES CORP CLASS A · Meeting: May 19, 2026
Directors FOR
10
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Ten Directors
Independent director with deep energy industry and investor relations experience; PR's 3-year total shareholder return outperforms the peer group median by +85.9 percentage points, well above the 50pp threshold that would trigger a negative vote, and no other policy flags apply.
Independent director with extensive oil and gas investing experience who joined the board in November 2023 (under 24 months ago), making him exempt from the TSR underperformance trigger; no other policy flags apply.
Independent director with relevant Permian Basin operating experience as co-founder and COO of an upstream oil and gas company; PR's strong TSR outperformance versus peers clears the policy threshold and no other flags apply.
Independent Board Chair with extensive upstream energy executive and board experience, including as CEO of RSP Permian; PR's TSR outperforms the peer median by +85.9pp, well above the 50pp trigger threshold, and no other policy flags apply.
Co-CEO and director since September 2022 with deep Permian Basin operational expertise; as an executive director he is subject to the TSR trigger, but PR's 3-year TSR of +132.8% outperforms the peer group median by +85.9pp, which does not breach the 50pp underperformance threshold, so no TSR flag applies.
Independent director with entrepreneurial and oilfield services industry experience relevant to PR's operations; PR's strong relative TSR performance clears all policy thresholds and no other flags apply.
Independent director with deep private equity and energy investing experience as Managing Partner of Pearl Energy; PR's TSR significantly outperforms the peer group and no other policy flags apply.
Independent director and Audit Committee Chair with substantial investment banking, M&A, and financial reporting expertise qualifying him as the board's audit financial expert; PR's strong TSR performance clears all policy thresholds and no other flags apply.
Independent director with capital markets, private equity, and energy industry experience; PR's 3-year TSR outperforms the peer group median by +85.9pp, well above the 50pp trigger, and no other policy flags apply.
Co-CEO and director since September 2022 who co-founded Colgate Energy, the predecessor company; as an executive director he is subject to the TSR trigger, but PR's 3-year outperformance of +85.9pp versus the peer median does not breach the 50pp threshold, so no flag applies.
All ten director nominees receive a FOR vote. PR's 3-year total shareholder return of +132.8% outperforms the compensation peer group median by +85.9 percentage points, comfortably exceeding the 50-percentage-point underperformance threshold required to trigger a negative vote for strong-positive-TSR companies. The board is 80% independent, has an independent chair separate from the co-CEO structure, uses a declassified annual-election structure with majority voting, and discloses a comprehensive skills matrix. No overboarding, attendance, independence, or familial relationship concerns were identified.
Say on Pay
✓ FORCEO
William M. Hickey III
Total Comp
$11,432,842
Prior Support
97.5%%
PR's executive compensation program is exceptionally well-structured for pay-for-performance alignment: both co-CEOs receive 100% of their pay in performance stock awards tied to absolute and relative total shareholder return with no salary, no cash bonus, and no guaranteed pay. Other named executives receive roughly 80% of compensation in performance-based equity, with the remaining portion in fixed salary and an annual cash bonus tied to measurable financial, operational, and ESG goals. PR's 3-year total shareholder return of +132.8% significantly outperforms the peer group median, the performance awards vested at 300% of target reflecting genuine outperformance, the company has a strong clawback policy, and shareholders gave 97.5% support in the prior year. No policy thresholds for pay level, pay mix, or pay-for-performance misalignment are breached.
Auditor Ratification
✓ FORAuditor
KPMG LLP
Tenure
N/A
Audit Fees
$1,935,000
Non-Audit Fees
$882,000
Tax-related fees of $882,000 represent approximately 45.6% of audit fees of $1,935,000, which is below the 50% threshold that would raise independence concerns. Auditor tenure is not disclosed in the proxy, so the tenure trigger cannot fire per policy. KPMG is a Big 4 firm appropriate for a company of PR's $17.9 billion market cap, and no material financial restatements were identified.
Stockholder Proposals
1 proposal submitted by shareholders
Proposal 5
Approval of Amendment to the Sixth Amended and Restated Certificate of Incorporation of Permian Resources Holdings Inc. to Remove the Pass-Through Voting Provision
This is a board-proposed charter amendment to remove a 'pass-through voting' provision from a wholly owned subsidiary's charter in connection with a corporate reorganization completed in January 2026. Removing this provision simplifies the corporate structure following PR's reorganization under a new public holding company, eliminating a governance mechanism that is no longer operationally relevant now that the subsidiary is wholly owned. Under the policy's charter amendment guidance, this change improves governance by cleaning up an outdated provision, and there is no anti-shareholder effect — the amendment does not restrict shareholder rights, entrench management, or introduce any supermajority or anti-takeover features.
Overall Assessment
The 2026 Permian Resources annual ballot presents a clean governance picture across all evaluated proposals: the ten-director slate earns unanimous FOR votes driven by exceptional 3-year total shareholder return outperformance of +85.9 percentage points above the peer group median, the say-on-pay proposal reflects one of the most shareholder-aligned compensation structures in the energy sector with co-CEOs receiving 100% performance-based pay and 97.5% prior-year shareholder support, KPMG's non-audit fee ratio of 45.6% stays below the independence threshold, and the charter amendment to remove an obsolete pass-through voting provision is a straightforward governance improvement. No policy triggers fire on any proposal.
Compensation Peer Group
19 companies disclosed in 2026 proxy filing