Permian Resources Corp

The proposal requests shareholder approval, on a non‑binding advisory basis, of the Company’s executive compensation as disclosed in the proxy statement. Management seeks endorsement to validate their pay‑for‑performance structure, which emphasizes long‑term incentive PSUs for Co‑CEOs and strong alignment via stock ownership guidelines, clawbacks and other governance features. The Compensation Committee cites strong 2025 operational and TSR performance, shareholder engagement and prior high say‑on‑pay support (≈97.5% in 2025) to justify the program. A 'FOR' vote supports management’s compensation philosophy and gives the Board and Compensation Committee confirmation to continue current practices, while a 'AGAINST' vote would signal shareholder concern and likely prompt further engagement and potential program changes. The vote is advisory and non‑binding, but the Board will consider results in future decisions.

This management proposal asks shareholders to approve the First Amendment to the 2023 Long Term Incentive Plan, increasing the plan’s share reserve by 30 million shares to maintain the company’s ability to grant equity awards for recruiting, retention and incentive alignment. Management and the Compensation Committee argue the increase is needed given limited remaining shares and projected grant needs over the next 3–4 years; they considered dilution metrics (3.6% of outstanding shares, potential increase in overhang to ~6.5%) and burn rates in their analysis. Approval enables continued use of PSUs, RSAs and other awards central to the pay‑for‑performance program, supporting long‑term alignment with shareholders. The Board recommends FOR, citing competitiveness, estimated duration of reserve sufficiency, and plan governance provisions (minimum vesting, anti‑repricing, shareholder approval for amendments). Risks include dilution to existing shareholders and potential perceived overhang; however, management highlights strong TSR and retention outcomes as justification and commits to governance safeguards including limits on director compensation and clawback policies.

Management proposes removing the pass‑through voting clause from the charter of Permian Resources Holdings Inc., a wholly‑owned subsidiary, implemented after a January 7, 2026 reorganization. The provision currently requires that actions of the subsidiary that would typically only need the parent’s approval also require approval by the parent company’s public shareholders, which is atypical and could impede timely corporate actions. Management argues that deletion will align PRH with common practice for holding company structures, reduce costs and delays associated with obtaining shareholder votes on subsidiary matters, and retain shareholders’ existing rights to vote on matters affecting the parent. The Board recommends FOR, emphasizing enhanced operational flexibility and efficiency without reducing shareholders’ rights on parent‑level transactions. The change requires a higher voting threshold (majority of outstanding shares) and abstentions/broker non‑votes count as against; shareholder approval removes an uncommon protective provision but may be viewed skeptically by investors who prefer additional shareholder oversight of subsidiary actions.