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2012 Proxy Statement
 

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2012 Proxy Statement
 Notice of Annual Meeting of Stockholders
 Your Vote is Important
 Proxy Statement 2012 Annual Meeting of Stockholders
 Electronic Availability of Proxy Statement and Annual Report
 Quorum and Voting
 Participants in the Pioneer Natural Resources USA, Inc. 401(k) and Matching Plan


Election of Directors
 Item One - Election of Directors
 Directors and Executive Officers
 Meetings and Committees of Directors


Compensation
 Compensation of Directors
 Compensation Discussion and Analysis
 Compensation and Management Development Committee Report
 Executive Compensation Tables
 - Summary Compensation Table
 - 2011 Grants of Plan-Based Awards
 - Narrative Disclosure for the 2011 Grants of Plan-Based Awards Table
 - 2011 Outstanding Equity Awards at Fiscal Year End
 - 2011 Option Exercises and Stock Vested
 - Pension Benefits
 - 2011 Non-Qualified Deferred Compensation
 - Potential Payments Upon Termination or Change in Control
 Compensation Programs and Risk Considerations
 Compensation and Management Development Committee Interlocks and Insider Participation
 Audit Committee Report


Corporate Governance
 Corporate Governance Guidelines
 Board Leadership
 Director Independence
 Financial Literacy of Audit Committee and Designation of Financial Experts
 Oversight of Risk Management
 Attendance at Annual Meetings
 Procedure for Directly Contacting the Board of Directors and Whistleblower Policy


Ownership & Transactions
 Security Ownership of Certain Beneficial Owners and Management
 Section 16(a) Beneficial Ownership Reporting Compliance
 Transactions with Related Persons


Additional Proposals & Information
 Item Two - Amendment to the Company's Amended and Restated Certificate of Incorporation to Provide for Annual Election of Directors
 Item Three - Approval of Amendment to the Company's Amended and Restated Employee Stock Purchase Plan
 Item Four - Ratification of Selection of Independent Registered Public Accounting Firm
 Item Five - Advisory Vote to Approve Named Executive Officer Compensation
 Item Six - Stockholder Proposal Relating to Independent Chairman
 Stockholder Proposals; Identification of Director Candidates
 Solicitation of Proxies
 Stockholder List
 Annual Report and Other Information
 Internet and Phone Voting
 Appendix A
 Appendix B




 
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