cdev-20221215

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): December 15, 2022

___________________

PERMIAN RESOURCES CORPORATION

(Exact name of registrant as specified in its charter)

___________________

Delaware

001-37697

47-5381253

(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)

___________________

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A Common Stock, par value $0.0001 per share

The New York Stock Exchange

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))

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.

On December 14, 2022, Permian Resources Corporation (the “Company”) announced that Sean Smith notified the Company that he intends to retire from the Board of Directors of the Company (the “Board”), including his position as Executive Chair of the Board (“Board Chair”), effective as of December 31, 2022. Mr. Smith’s decision to retire from the Board was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. The Board intends to appoint Steve Gray, a current independent director on the Board, as its Board Chair effective upon Mr. Smith’s retirement.

The Company also announced that George Glyphis, Executive Vice President and Chief Financial Officer of the Company, plans to retire from the Company in mid-2023 and that Guy Oliphint will succeed Mr. Glyphis as the Company’s Chief Financial Officer. Mr. Oliphint will join the Company as Executive Vice President of Finance in early January 2023, and the Board intends to appoint him Chief Financial Officer effective March 1, 2023. Thereafter, Mr. Glyphis intends to remain employed as a Senior Advisor to the Company until his retirement in mid-2023 to ensure a smooth succession.

Mr. Oliphint previously served as Managing Director and Co-Head of Upstream Americas with Jefferies LLC in the Energy Investment Banking Group. He brings nearly two decades of experience advising upstream energy companies on financial and strategic decisions, including multiple engagements with Colgate and Centennial, the predecessor companies of the Company.

Item 7.01. Regulation FD Disclosure

On December 14. 2022, the Company issued a press release announcing the leadership transitions described above. A copy of the press release is furnished as Exhibit 99.1 hereto.

The information furnished pursuant to this Item 7.01 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and will not be incorporated by reference into any filing under the Securities Act, unless specifically identified therein as being incorporated therein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.			Description
99.1			Press Release dated December 14, 2022 of Permian Resources Corporation
104			Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

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/ GEORGE S. GLYPHIS
						George S. Glyphis Executive Vice President and Chief Financial Officer

			Date:			December 15, 2022

Centennial Resource Development Inc. filed SEC Form 8-K: Leadership Update, Regulation FD Disclosure, Financial Statements and Exhibits