Item 5.07. Submission of Matters to a Vote of Security Holders.

Special Meeting of Shareholders

Penn Virginia Corporation (the "Company") held a virtual Special Meeting of Shareholders (the "Special Meeting") via live audio webcast on January 13, 2021. An aggregate of 15,200,435 shares of the Company's common stock, par value $0.01 per share (the "Common Stock"), were outstanding as of the record date and, therefore, entitled to vote at the Special Meeting, and a total of 9,370,254 shares, constituting a quorum, were present online or represented by proxy at the Special Meeting.

At the Special Meeting, the shareholders of the Company were asked to consider and vote on the following proposals:

• to approve, for purposes of complying with Nasdaq Listing Rule 5635(a), the


     potential issuance of up to 22,597,757 shares of Common Stock, upon the
     redemption or exchange of up to 225,977.57 shares of Series A Preferred
     Stock, par value $0.01 per share, of the Company (which Series A Preferred
     Stock will be a non-economic voting interest) ("Series A Preferred Stock"),
     together with up to 22,597,757 common units representing limited partner
     interests of PV Energy Holdings, L.P., a Delaware limited partnership and a
     newly formed subsidiary of the Company (the "Partnership"), proposed to be
     issued to affiliates of Juniper Capital Advisors, L.P. ("Juniper Capital") in
     exchange for a cash contribution of $150,000,000 and certain oil and gas
     assets pursuant to the terms, and subject to the conditions, set forth in
     (a) that certain Contribution Agreement, dated as of November 2, 2020 (the
     "Contribution Agreement"), by and among the Company, the Partnership and JSTX
     Holdings, LLC, an affiliate of Juniper Capital, and (b) that certain
     Contribution Agreement, dated as of November 2, 2020 (the "Asset Agreement"),
     by and among the Company, the Partnership and Rocky Creek Resources, LLC, an
     affiliate of Juniper Capital, which proposal is conditioned upon the approval
     of the Change of Control Proposal (as defined below) (the "Issuance
     Proposal");

• to approve, for purposes of complying with Nasdaq Listing Rule 5635(b), the


     change of control under Nasdaq Listing Rule 5635(b) that would result from
     the proposed issuance to affiliates of Juniper Capital of up to 225,977.57
     shares of Series A Preferred Stock pursuant to the transactions contemplated
     by the Contribution Agreement and the Asset Agreement, which proposal is
     conditioned upon the approval of the Issuance Proposal (the "Change of
     Control Proposal" and, together with the Issuance Proposal, the "Nasdaq
     Proposals"); and

• to approve the adjournment of the Special Meeting to a later date or dates,


     if necessary or appropriate, to permit further solicitation and vote of
     proxies if there are insufficient votes for, or otherwise in connection with,
     the approval of the Nasdaq Proposals (the "Adjournment Proposal").

Each of these proposals is described in more detail in the Company's definitive proxy statement, dated December 8, 2020. The voting results for each of the proposals are detailed below:

The Company's shareholders approved the Issuance Proposal. The voting results were as follows:





   For       Against    Abstentions
7,270,869   2,049,661     49,724

The Company's shareholders approved the Change of Control Proposal. The voting results were as follows:





   For       Against    Abstentions
7,279,647   2,042,568     48,039


The Company's shareholders approved the Adjournment Proposal. The voting results
were as follows:



   For       Against    Abstentions
7,381,328   1,931,427     57,499




                                       2

--------------------------------------------------------------------------------

Item 8.01. Other Events.

On January 13, 2021, the Company issued a press release announcing shareholder approval of the Nasdaq Proposals, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.




(d) Exhibits.



Exhibit
  No.       Exhibit Title or Description

99.1          Press Release, dated January 13, 2021.

104         Cover Page Interactive Data File - the cover page XBRL tags are
            embedded within the Inline XBRL document.




                                       3

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses