Permian Resources (PR) Proxy filing summary

Executive summary

• The annual meeting is scheduled for May 19, 2026, with shareholders voting on key proposals including director elections, executive compensation, auditor ratification, an amendment to the long-term incentive plan, and a charter amendment related to corporate reorganization.

• 2025 marked the third consecutive year of strong operational execution, with significant production growth, accretive acquisitions, and robust shareholder returns.

• The company emphasizes cost leadership, operational excellence, and a flexible capital allocation strategy to drive shareholder value.

Voting matters and shareholder proposals

• Shareholders will vote to elect ten directors, approve executive compensation (say-on-pay), ratify KPMG LLP as auditor, approve an amendment to the 2023 Long Term Incentive Plan, and amend the subsidiary's certificate of incorporation to remove the pass-through voting provision.

• The board recommends voting in favor of all proposals.

Board of directors and corporate governance

• The board consists of ten directors, all elected annually, with a majority being independent and diverse in skills and experience.

• Committees include Audit, Compensation, Nominating and Corporate Governance, and Environmental, Social and Governance, each composed solely of independent directors.

• The board maintains a declassified structure, majority voting in uncontested elections, and regular self-evaluations.

• Active shareholder engagement is prioritized, with over 200 meetings held with institutional investors in 2025.