UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

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PERMIAN RESOURCES CORPORATION

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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LETTER FROM OUR CO-CEOS

William M. Hickey III & James H. Walter I April 9, 2024

Dear Fellow Shareholders,

On behalf of the Board of Directors of Permian Resources Corporation, we are pleased to invite you to our 2024 Annual Meeting of Shareholders, which will take place on May 22, 2024 at 9:00 a.m. Central Time at the Petroleum Club of Midland at 501 West Wall Street, Midland, TX 79701.

The past year marked a very successful first full year for Permian Resources Corporation. We completed the integration of the two legacy companies that combined in a merger-of-equals to form Permian Resources, delivered significant value to shareholders through our shareholder returns program, achieved our stated corporate goals and met or exceeded our public guidance for the year. Our year-end 2023 position was also strongly supported by our acquisition of Earthstone Energy, Inc., which enhanced our position as the second largest pure-play exploration and production company in the Permian Basin, which continues to be the most prolific basin in the United States. Thank you for your continued support.

We encourage you to review this Proxy Statement and to vote promptly so that your shares will be represented at the Annual Meeting. We also cordially invite you to attend the Annual Meeting. On behalf of the Board of Directors and management, we express our appreciation for your continued support of our company.

Sincerely,

WILLIAM M. HICKEY III

Co-Chief Executive Officer

JAMES H. WALTER

Co-Chief Executive Officer

PERMIAN RESOURCES

2024 PROXY STATEMENT

NOTICE

OF 2024 ANNUAL

MEETING OF

SHAREHOLDERS

May 22, 2024 | 9:00 a.m. Central Time | Petroleum Club of Midland | 501 West Wall Street, Midland, TX 79701

April 9, 2024

To our Shareholders:

The 2024 Annual Meeting of Shareholders of Permian Resources Corporation will take place on May 22, 2024 at 9:00 a.m. Central Time at the Petroleum Club of Midland at 501 West Wall Street, Midland, TX 79701.

At the Annual Meeting, shareholders will be asked to:

Approve an amendment to our Charter to declassify our Board of Directors and provide for the annual election of directors;

Elect eleven directors to our Board of Directors, if Proposal 1 is approved;

Elect three Class II directors to our Board of Directors, if Proposal 1 is not approved;

Approve an amendment to our Charter to reflect the latest Delaware law provisions regarding officer exculpation;

Approve, by a non-binding advisory vote, our named executive officer compensation;

Recommend, by a non-binding advisory vote, the frequency of future advisory votes to approve our named executive officer compensation;

Ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024; and

Transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

All shareholders of record at the close of business on April 2, 2024, the record date for the Annual Meeting, will be entitled to notice of and to vote at the Annual Meeting.

By Order of the Board of Directors,

CHAD W. MACDONALD

SVP, Deputy General Counsel and Secretary

Instead of mailing a printed copy of the proxy materials, including our Annual Report, to each shareholder of record, we are providing access to these materials via the internet. This reduces the amount of paper necessary to produce these materials, as well as the costs associated with mailing these materials to all shareholders. Accordingly, on or about April 9, 2024, a Notice Regarding the Internet Availability of Proxy Materials (the Notice) was mailed to our shareholders of record as of the record date. The Notice contains instructions on how to electronically access the proxy materials on the internet and how to vote your shares. Instructions for requesting a paper copy of the proxy materials are also contained in the Notice.

Your vote is important. Whether or not you expect to attend the Annual Meeting, please vote as promptly as possible by using the internet or telephone voting procedures described in the Notice and in this Proxy Statement or by requesting a printed copy of the proxy materials (including the proxy card) and completing, signing and returning the enclosed proxy card by mail. We thank you for your continued support and cordially invite you to attend the Annual Meeting.

PERMIAN RESOURCES

2024 PROXY STATEMENT

PROXY STATEMENT SUMMARY	5
ANNUAL MEETING AND VOTING DETAILS	5
FORWARD-LOOKING STATEMENTS	6
ACHIEVEMENTS DURING 2023	6
ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG) HIGHLIGHTS	7
CORPORATE GOVERNANCE AND COMPENSATION HIGHLIGHTS	8
DIRECTOR NOMINEES	9

PROPOSAL 1: APPROVAL OF AMENDMENT TO THE COMPANY’S CHARTER TO DECLASSIFY THE BOARD AND PROVIDE FOR THE ANNUAL ELECTION OF DIRECTORS	10
CURRENT CLASSIFIED BOARD STRUCTURE	10
RATIONALE FOR APPROVAL	11
VOTE REQUIRED AND BOARD RECOMMENDATION	11

PROPOSAL 2: ELECTION OF ELEVEN DIRECTORS, IF PROPOSAL 1 IS APPROVED	12
BOARD STRUCTURE	12
DIRECTOR NOMINATION PROCESS	13
SUMMARY OF DIRECTOR QUALIFICATIONS	14
DIRECTOR NOMINEES	15
VOTE REQUIRED AND BOARD RECOMMENDATION	19

CORPORATE GOVERNANCE	20
GOVERNANCE HIGHLIGHTS	20
BOARD ROLE IN RISK OVERSIGHT	20
BOARD INDEPENDENCE	21
BOARD LEADERSHIP STRUCTURE	21
SUCCESSION PLANNING	21
CLASSIFIED BOARD STRUCTURE	22
MAJORITY VOTE IN DIRECTOR ELECTIONS	22
BOARD MEETINGS	22
COMMITTEES OF THE BOARD	23
DIRECTOR EDUCATION	25
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION	25
CODE OF BUSINESS CONDUCT AND ETHICS	25
COMPLAINT AND REPORTING PROCEDURES	26
ANNUAL BOARD AND COMMITTEE EVALUATION PROCESS	26
POLICIES RELATING TO OUR BOARD	26
SHAREHOLDER ENGAGEMENT	26
ESG INITIATIVES	27

AUDIT COMMITTEE REPORT	28

COMPENSATION DISCUSSION AND ANALYSIS	29
EXECUTIVE SUMMARY	29
2023 EXECUTIVE COMPENSATION PROGRAM	34
DETERMINATION OF COMPENSATION	40
OTHER COMPENSATION PRACTICES AND POLICIES	43
EARLY 2024 COMPENSATION DECISIONS	44

COMPENSATION COMMITTEE REPORT	45

PERMIAN RESOURCES

2024 PROXY STATEMENT

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EXECUTIVE COMPENSATION	46
2023 SUMMARY COMPENSATION TABLE	46
2023 GRANTS OF PLAN-BASED AWARDS	47
OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END	48
OPTION EXERCISES AND STOCK VESTED IN 2023	49
SEVERANCE PLAN	50
POTENTIAL PAYMENTS UPON TERMINATION OR A CHANGE IN CONTROL	51
CEO PAY RATIO	53
PAY VERSUS PERFORMANCE	53
COMPENSATION RISK ASSESSMENT	56
DIRECTOR COMPENSATION	56
EQUITY COMPENSATION PLAN INFORMATION	58

EXECUTIVE OFFICERS	59

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS	61
REVIEW AND APPROVAL OF RELATED PERSON TRANSACTIONS	61
RELATED PERSON TRANSACTIONS	62

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	63

PROPOSAL 3: ELECTION OF THREE CLASS II DIRECTORS, IF PROPOSAL 1 IS NOT APPROVED	66
VOTE REQUIRED AND BOARD RECOMMENDATION	66

PROPOSAL 4: APPROVAL OF AMENDMENT TO THE COMPANY’S CHARTER TO REFLECT THE LATEST DELAWARE LAW PROVISIONS REGARDING OFFICER EXCULPATION	67
RATIONALE FOR APPROVAL	68
VOTE REQUIRED AND BOARD RECOMMENDATION	68

PROPOSAL 5: APPROVAL ON AN ADVISORY BASIS OF OUR NAMED EXECUTIVE OFFICER COMPENSATION	69
VOTE REQUIRED AND BOARD RECOMMENDATION	69

PROPOSAL 6: RECOMMENDATION ON THE FREQUENCY OF FUTURE ADVISORY VOTES TO APPROVE OUR NAMED EXECUTIVE OFFICER COMPENSATION	70
VOTE REQUIRED AND BOARD RECOMMENDATION	70

PROPOSAL 7: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	71
PRINCIPAL ACCOUNTING FIRM FEES	71
AUDIT COMMITTEE APPROVAL	71
VOTE REQUIRED AND BOARD RECOMMENDATION	71

GENERAL INFORMATION	72
ANNUAL REPORT	72
OTHER BUSINESS	72
SHAREHOLDER PROPOSALS	72
AVAILABILITY OF CERTAIN DOCUMENTS	72

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING	73

APPENDIX A – NON-GAAP FINANCIAL MEASURES	77

APPENDIX B – FIFTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PERMIAN RESOURCES CORPORATION	78

PERMIAN RESOURCES

2024 PROXY STATEMENT

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PROXY STATEMENT SUMMARY

This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all the information you should consider before voting. Please read the entire Proxy Statement before voting. For more complete information regarding our 2023 operational and financial performance and definitions of industry terms, please review our Annual Report on Form 10-K for the year ended December 31, 2023 (the Annual Report), which accompanies this Proxy Statement.

ANNUAL MEETING AND VOTING DETAILS

Annual Meeting Details

DATE & TIME

Wednesday, May 22, 2024
9:00 a.m. Central Time

LOCATION

Petroleum Club of Midland
501 West Wall Street
Midland, TX 79701

RECORD DATE

April 2, 2024

Board Recommendations on Voting Matters

VOTING MATTER	VOTING RECOMMENDATION	PAGE REFERENCE
Proposal 1: Approval of Amendment to the Company’s Charter to Declassify the Board and Provide for the Annual Election of Directors	FOR	10
Proposal 2: Election of Eleven Directors, if Proposal 1 is Approved	FOR each Nominee	12
Proposal 3: Election of Three Class II Directors, if Proposal 1 is Not Approved	FOR each Class II Nominee	66
Proposal 4: Approval of Amendment to the Company’s Charter to Reflect the Latest Delaware Law Provisions Regarding Officer Exculpation	FOR	67
Proposal 5: Approval on an Advisory Basis of our Named Executive Officer Compensation	FOR	69
Proposal 6: Recommendation on the Frequency of Future Advisory Votes to Approve our Named Executive Officer Compensation	EVERY YEAR	70
Proposal 7: Ratification of Independent Auditors	FOR	71

Voting Your Shares

Even if you plan to attend the Annual Meeting, we strongly encourage you to vote as soon as possible by using one of the methods described below. In all cases, you will need to have your Control Number in hand, which is included on the Notice Regarding the Internet Availability of Proxy Materials (the Notice) or Proxy Card you receive in the mail. The deadline to vote is 11:59 p.m. Eastern Time on May 21, 2024 (the day before the Annual Meeting) except for voting that occurs in person during the Annual Meeting. If mailed, your completed and signed Proxy Card must be received by May 21, 2024.

BY INTERNET

www.cstproxyvote.com

BY MOBILE DEVICE

BY MAIL

Complete, sign, date and return your Proxy Card in the envelope provided

PERMIAN RESOURCES

2024 PROXY STATEMENT

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If you are the beneficial owner of shares held in street name (for example, your shares are held in your brokerage account), your method for accessing the proxy materials and voting may vary. Therefore, if you are a beneficial owner, please follow the instructions provided by your broker or nominee to vote by internet, telephone or mail. You should contact your broker or nominee or refer to the instructions provided by your broker or nominee for further information.

You may receive more than one Notice, Proxy Card or other voting instruction form if your shares are held through more than one account (for example, through different brokers or nominees). Each Notice, Proxy Card or other voting instruction form only covers those shares held in the applicable account. If you hold shares in more than one account, you will have to provide voting instructions as to all your accounts to vote all your shares.

FORWARD-LOOKING STATEMENTS

This Proxy Statement may include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act). Please refer to the sections entitled “Risk Factors” and “Cautionary Statement Concerning Forward-Looking Statements” in the Annual Report for a description of the substantial risks and uncertainties related to any forward-looking statements that may be included in this Proxy Statement.

ACHIEVEMENTS DURING 2023

As referenced in the Letter from our Co-CEOs, this past year was extremely successful for Permian Resources Corporation (PR). It marked PR’s first full year after it was formed through the merger-of-equals (the PR Merger) between Centennial Resource Development, Inc. (Centennial) and Colgate Energy Partners III, LLC (Colgate). During 2023, PR completed the integration of legacy Centennial and Colgate, delivered significant value to shareholders through its shareholder returns program, achieved its stated corporate goals and met or exceeded all of its public guidance for 2023. PR’s year-end 2023 position was further strongly supported by its acquisition of Earthstone Energy, Inc. (Earthstone), which closed on November 1, 2023 (the Earthstone Acquisition) and which enhanced PR’s position as the second largest pure-play exploration and production company in the Permian Basin.

We are proud of our financial and operational performance for 2023, and some specific highlights of our accomplishments in 2023 and early 2024 are listed below.

	•	Closed $4.5 billion Earthstone Acquisition on November 1, 2023
	•	Delivered approximately $324 million, or $0.47 per share, in dividends to shareholders in 2023
	•	Repurchased 10 million shares through our share repurchase program at an average weighted price of $12.46 per share
	•	Generated Adjusted Free Cash Flow ⁽¹⁾ of $711 million in 2023
	•	Met or outperformed all of PR’s standalone guidance, significantly exceeding production targets while remaining within original budget on capital expenditures and controllable cash costs
	•	Replaced greater than 100% of PR’s developed locations in 2023 through successful portfolio optimization transactions, effectively increasing inventory life
	•	Achieved total shareholder returns of approximately 49% during 2023

(1)

Adjusted Free Cash Flow is a non-GAAP financial measure. See Appendix A for a reconciliation of this financial measure to our most directly comparable financial measure calculated in accordance with GAAP.

PERMIAN RESOURCES

2024 PROXY STATEMENT

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ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG) HIGHLIGHTS

We are committed to producing oil and natural gas in a way that creates long-term value for our stakeholders, which includes the commitment to do so in an ethical, inclusive, pragmatic and environmentally and socially responsible way. That commitment extends throughout our operations and includes a dedication to superior performance with respect to ESG matters.

During the Fall of 2023, we published our first Corporate Sustainability Report (the CSR) as PR, which is available on our website at https://permianres.com/sustainability. The CSR builds upon our prior ESG disclosures and covers our performance in environmental stewardship, regulatory compliance, health and safety, corporate governance, ethics, security, workforce diversity and development, wellbeing and community engagement matters.

The table below identifies some ESG highlights relating to 2023.

		Board Governance		• Refreshed board membership by appointing two new directors at closing of the Earthstone Acquisition • Reorganized committee structure to establish a separate Environmental, Social and Governance Committee with a dedicated focus on ESG matters
		Shareholder Alignment		• Our performance-focused compensation philosophy, coupled with one of the largest management ownership interests in the industry, drove differentiated shareholder alignment
		ESG Management & Oversight		• Maintained a dedicated Corporate Sustainability team that focuses entirely on ESG matters and regularly reported to the Environmental, Social and Governance Committee
		Water Recycling		• Recycled and reused 33.9 million barrels of water in 2023 • Decreased fresh water usage to 0.4 million barrels (1% of total water used in 2023) from 3.1 million barrels (8% of total water used in 2022)
		Flaring		• Flared only 2.7% of natural gas volumes in 2023
		Land Use		• Utilized multiple well pads and centralized production facilities, which reduce surface impact compared to single well pads and facilities • Limited both oil and produced water spills to approximately 0.002% of volumes produced in 2023
		Prioritizing Pipelines Over Trucks		• Transported over 98% of our produced water by pipeline, reducing trucking-related emissions, improving safety, minimizing the potential for spills and lessening the impact on local roads
		Responsibly Powering Our Operations		• Utilized infrastructure investment and advancement planning to operate 58 electric powered compressors in 2023, up from 35 in 2022 and further reducing the need for natural gas powered compressors
		Health & Safety		• Limited Total Recordable Incident Rate (TRIR) for employees and contractors to approximately 0.55

PERMIAN RESOURCES

2024 PROXY STATEMENT

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CORPORATE GOVERNANCE AND COMPENSATION HIGHLIGHTS

We are committed to corporate governance and compensation practices that follow best processes, promote the long-term interests of our shareholders, strengthen our Board, foster management accountability and help build public trust in our company. The table below identifies some highlights.

BOARD & COMMITTEE STRUCTURE		GOVERNANCE PRACTICES		COMPENSATION PRACTICES
	Roles of Chair of the Board and Co-CEOs are separate		Board and Committee risk oversight		Our Co-CEOs receive compensation solely in performance-based equity awards

	Majority voting in uncontested director elections		Active shareholder engagement		Stock ownership guidelines

	Board committees include only independent directors		No employment agreements		Independent compensation consultant

	Diverse Board skills and experience		No shareholder rights (poison pill) or similar plan		Director compensation program enables compensation solely in equity awards

	Refreshed Board composition following PR Merger and Earthstone Acquisition		Non-hedging and non-pledging policies for our company securities		Compensation clawback policy

			Director education		Double-trigger required for change-in-control benefits

			Related person transactions policy		No tax gross-ups for change-in-control payments

2023 Executive Compensation

Our Co-CEOs’ compensation consists entirely of long-term equity based compensation. They do not receive a base salary, annual bonus or any other form of cash compensation. Instead, 100% of their compensation is provided through performance stock units (PSUs). The PSUs are restricted stock unit awards subject to performance-based vesting, and the ultimate number of shares earned depends on the total shareholder returns (TSR) of PR on both an absolute basis and a relative basis to PR’s peer group.

In September 2022, on the closing date of the PR Merger, the Compensation Committee awarded PSUs to our Co-CEOs in an amount that was designed to represent the value of a three year-grant. These PSUs were divided into three equal tranches, with the performance periods for each tranche lasting approximately three, four and five years from the closing date of the PR Merger. The Compensation Committee took this approach to incentivize long-term value creation by our Co-CEOs. As a result, 100% of our Co-CEOs’ expected realized pay over their first three, four and five years as Co-CEOs of PR will depend entirely on PR’s TSR over the same time periods. Because the Co-CEOs’ PSU grants were designed to represent a three-year grant, the Compensation Committee does not intend to make any additional grants to our Co-CEOs until the end of the three year period.

Co-CEO’s Compensation

PERMIAN RESOURCES

2024 PROXY STATEMENT

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DIRECTOR NOMINEES

There are currently eleven directors on our Board, divided into three substantially equal classes. If the shareholders approve the Declassification Amendment (as defined in Proposal 1 below), the table below identifies the eleven director nominees named in this Proxy Statement, each of whom currently serves on our Board.

DIRECTOR NOMINEES	AGE	DIRECTOR SINCE
Robert J. Anderson	62	2023
Maire A. Baldwin	58	2016
Frost W. Cochran	59	2023
Karan E. Eves	42	2022
Steven D. Gray (Board Chair)	64	2022
William M. Hickey III	37	2022
Aron Marquez	41	2022
William J. Quinn	53	2022
Jeffrey H. Tepper	58	2016
Robert M. Tichio	46	2016
James H. Walter	36	2022

If the shareholders do not approve the Declassification Amendment, the current terms of office of the Class II directors will expire at this Annual Meeting. The table below identifies the three Class II director nominees named in this Proxy Statement, each of whom currently serves on our Board.

DIRECTOR NOMINEES	AGE	DIRECTOR SINCE
Karan E. Eves	42	2022
William J. Quinn	53	2022
Jeffrey H. Tepper	58	2016

PERMIAN RESOURCES

2024 PROXY STATEMENT

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PROPOSAL 1:

Approval of Amendment to the Company’s Charter to Declassify the Board and Provide for the Annual Election of Directors

We are asking our shareholders to vote to approve a proposal to amend (the Declassification Amendment) the Company’s Fourth Amended and Restated Certificate of Incorporation (the Charter) to provide for the elimination of the classified structure of the Board and for the annual election of the directors. Declassifying the Board will allow the Company’s shareholders to vote on the election of our entire Board each year, rather than the three-year staggered basis that our current classified board structure requires. The description of the Declassification Amendment is qualified in its entirety by reference to the text of the proposed revisions, which are set forth under Article V in the form of Fifth Amended and Restated Certificate of Incorporation of the Company (the Amended and Restated Charter) attached as Appendix B and incorporated into this Proxy Statement by reference. Additions are indicated by underlining, and deletions are indicated by strike-outs.

If Proposal 1 is approved by our shareholders, the Charter will be amended and restated to reflect the revisions contemplated by the Declassification Amendment (as well as certain non-substantive administrative updates and the other revisions contemplated by Proposal 4 below, if Proposal 4 is also approved by our shareholders) and the Amended and Restated Charter will become effective upon its filing with the Secretary of State of the State of Delaware, which is anticipated to occur as soon as practicable following voting by the shareholders at the Annual Meeting. If Proposal 1 is approved by our shareholders, the amendments will provide for the immediate annual election of all directors and for all eleven nominees for director to be proposed for re-election at the Annual Meeting (see Proposal 2 below). If the shareholders approve Proposal 1, but not Proposal 4, the Amended and Restated Charter will only reflect the revisions contemplated by the Declassification Amendment.

As of the date of distribution of this Proxy Statement, the Company’s directors whose terms do not expire at the Annual Meeting have acknowledged and agreed that if the Declassification Amendment is approved, their current terms shall end at the 2024 annual meeting of shareholders, and they will no longer be Class I or Class III directors, as applicable. If the Company’s shareholders do not approve the Declassification Amendment, the Board will remain classified, and the Company’s shareholders will instead be asked to elect only those three Class II directors proposed for election and discussed under Proposal 3 below.

If our shareholders do not approve this Proposal 1, the changes described in this section will not be made, and the Declassification Amendment described in this section will not take effect. The approval of this Proposal 1 is not conditioned upon approval of any of the other proposals, including the Exculpation Amendment proposal (Proposal 4).

CURRENT CLASSIFIED BOARD STRUCTURE

Under Article V of the Charter, the Board is currently separated into three classes as nearly equal in number as possible. Absent the earlier resignation or removal of a director, each year the shareholders are asked to elect the directors comprising one of the classes for a three-year term. The term of the current Class II directors is set to expire at the Annual Meeting. The term of the Class III directors is set to expire in 2025, and the term of the Class I directors is set to expire in 2026. Under the current classified board structure, shareholders may only elect approximately one-third of the Board each year.

PERMIAN RESOURCES

2024 PROXY STATEMENT

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RATIONALE FOR APPROVAL

The Nominating and Corporate Governance Committee and the Board carefully considered the advantages and disadvantages of amending the Charter to declassify the Board. While the Board believes that the classified board structure has historically helped promote continuity and stability, the Board and the Nominating and Corporate Governance Committee recognize the sentiment of the Company’s shareholders and institutional investor groups in favor of the annual election of all directors, and the Board believes it is in the best interest of shareholders for the Company to declassify the Board.

The classified board structure has been in place at the Company since its predecessor, Centennial Resource Development, Inc., initially went public in 2016. In addition to other factors considered by the Board, the Board has taken note of the trend toward declassification among public companies within the exploration and production industry, as well as more broadly, and the particular prevalence of declassified board structures among the exploration and production companies that the Company views as peers. In making its decision to recommend declassification to the shareholders, the Board has recognized that an annual election fosters more immediate Board accountability, enables the Company’s shareholders to express a view on each director’s performance by means of an annual vote and supports the Company’s ongoing efforts to maintain “best practices” in corporate governance. Based on the foregoing, the Company is proposing the immediate elimination of its classified board at the Annual Meeting.

VOTE REQUIRED AND BOARD RECOMMENDATION

The approval of the Declassification Amendment proposal requires the affirmative vote of shareholders holding at least a majority of the outstanding voting stock of the Company voting together as a single class. Abstentions and broker non-votes will have the same effect as votes “AGAINST” this Proposal 1.


	OUR BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE APPROVAL OF THE DECLASSIFICATION AMENDMENT PROPOSAL AS DISCUSSED ABOVE.

PERMIAN RESOURCES

2024 PROXY STATEMENT

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PROPOSAL 2:

Election of Eleven Directors, if Proposal 1 is Approved

If the Company’s shareholders approve the Declassification Amendment described in Proposal 1 at the Annual Meeting, the shareholders will be asked to consider eleven nominees for election to the Board. Each nominee would serve for a one-year term until the 2025 annual meeting of shareholders of the Company. If the Company’s shareholders do not approve Proposal 1, the current classified board structure will remain in place and this Proposal 2 will not be submitted to a vote at the Annual Meeting, and instead Proposal 3 (Election of Three Class II Directors, if Proposal 1 is Not Approved) will be submitted in its place.

If prior to the Annual Meeting a nominee becomes unavailable to serve as a director, any shares represented by a proxy directing a vote will be voted for the remaining nominees and for any substitute nominee(s) designated by the Board. As of the mailing of these proxy materials, the Board has no reason to believe any director nominee would not be available to serve.

BOARD STRUCTURE

In connection with the Earthstone Acquisition, on November 1, 2023, (a) the Board increased the size of the Board to consist of eleven members, (b) Matthew G. Hyde resigned from the Board and (c) the Board appointed Robert J. Anderson and Frost W. Cochran to the Board.

The following table provides a snapshot of the current members of the Board and its committees.

COMMITTEE MEMBERSHIP

DIRECTOR NOMINEES

DIRECTOR
SINCE

AUDIT

COMPENSATION

NOMINATING AND
CORPORATE
GOVERNANCE

ENVIRONMENTAL,
SOCIAL AND
GOVERNANCE

ROBERT J. ANDERSON

2023

MAIRE A. BALDWIN

2016

FROST W. COCHRAN

2023

KARAN E. EVES

2022

STEVEN D. GRAY (BOARD CHAIR)

2022

WILLIAM M. HICKEY III

2022

ARON MARQUEZ

2022

WILLIAM J. QUINN

2022

JEFFREY H. TEPPER

2016

ROBERT M. TICHIO

2016

JAMES H. WALTER

2022

= Chair

= Member

PERMIAN RESOURCES

2024 PROXY STATEMENT

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DIRECTOR NOMINATION PROCESS

The Nominating and Corporate Governance Committee of our Board identifies, evaluates and recommends director candidates to our Board with the goal of identifying individuals with a high level of personal and professional integrity, strong ethics and values and the ability to make mature business judgments. In evaluating director candidates, the Nominating and Corporate Governance Committee may also consider certain other criteria as set forth in our Corporate Governance Guidelines, including:

	•	the candidate’s experience in corporate management, such as serving as an officer or former officer of a publicly held company;
	•	the candidate’s experience as a board member of another publicly held company and, in the case of an incumbent director, such director’s past performance on our Board;
	•	the candidate’s professional and academic experience relevant to our industry;
	•	the strength of the candidate’s leadership skills;
	•	the candidate’s experience in specialized areas of practice, including in the areas of finance and accounting; environmental, social and governance; human capital and executive compensation; and technology and cybersecurity;
	•	the diversity of the Board in terms of gender, race, ethnicity, age, sexual orientation, professional background and otherwise; and
	•	whether the candidate has the time required for preparation, participation and attendance at Board meetings and committee meetings, if applicable.

The Nominating and Corporate Governance Committee and the Board monitor the mix of specific experience, qualifications and skills of our directors in order to ensure that the Board, as a whole, has the necessary tools to perform its oversight function effectively. The Nominating and Corporate Governance Committee identifies candidates through the personal, business and organizational contacts of the directors and management, as well as through executive search firms engaged by the Nominating and Corporate Governance Committee to assist in the process.

We are committed to building a diverse Board comprised of individuals from different backgrounds, including differences in viewpoints, education, gender, race or ethnicity, age and other individual qualifications and attributes. To further this commitment, the Nominating and Corporate Governance Committee will continue to require that any search firm retained by the Committee to assist in a director search process present a diverse pool of candidates, including women, minority and other candidates of underrepresented communities.

Our Corporate Governance Guidelines require that each nominee for director sign and deliver to our Board an irrevocable letter of resignation that becomes effective if (a) the nominee does not receive a majority of the votes cast in an uncontested election, and (b) the Board decides to accept the resignation. The Board has received such conditional letters of resignation from each of the nominees named in Proposal 2.

While the Nominating and Corporate Governance Committee will consider nominees suggested by shareholders, it did not receive any shareholder nominations for the Annual Meeting prior to the deadline for such nominations.

PERMIAN RESOURCES

2024 PROXY STATEMENT

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SUMMARY OF DIRECTOR QUALIFICATIONS

The biographies of the members of our Board demonstrate a diversity of experience and a wide variety of backgrounds, skills, qualifications and viewpoints that strengthen their ability to carry out their oversight role on behalf of our shareholders. The following matrix highlights key qualifications, skills, diversity and other attributes each director brings to the Board. More details on each director’s qualifications, skills and expertise are included in the director biographies on the following pages.

SKILLS AND EXPERIENCE

ROBERT
ANDERSON

MAIRE
BALDWIN

FROST
COCHRAN

KARAN
EVES

STEVE
GRAY

WILLIAM
HICKEY

ARON
MARQUEZ

WILLIAM
QUINN

JEFFREY
TEPPER

ROBERT
TICHIO

JAMES
WALTER

Accounting / Financial Oversight

Business Development / M&A

ESG Oversight

Executive Leadership

Finance / Capital Markets

Geology / Reservoir Engineering

Investor Relations

Marketing / Midstream

Public Company Board

Strategic Planning / Risk Management

TENURE AND INDEPENDENCE

Tenure (Years)

Independent

DEMOGRAPHICS

Age

Gender Identity

White

NOTICE

TABLE OF CONTENTS

PROXY STATEMENT SUMMARY

ANNUAL MEETING AND VOTING DETAILS

Annual Meeting Details

Board Recommendations on Voting Matters

Voting Your Shares

FORWARD-LOOKING STATEMENTS

ACHIEVEMENTS DURING 2023

ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG) HIGHLIGHTS

CORPORATE GOVERNANCE AND COMPENSATION HIGHLIGHTS

2023 Executive Compensation

DIRECTOR NOMINEES

PROPOSAL 1:

CURRENT CLASSIFIED BOARD STRUCTURE

RATIONALE FOR APPROVAL

VOTE REQUIRED AND BOARD RECOMMENDATION

PROPOSAL 2:

BOARD STRUCTURE

DIRECTOR NOMINATION PROCESS

SUMMARY OF DIRECTOR QUALIFICATIONS

SEC Form DEF 14A filed by Permian Resources Corporation