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): ~~May~~July 256, 2023 ~~(May 24, 2023)~~

PDC Energy, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-37419	95-2636730
(State or other jurisdiction of	(Commission	(I.R.S. Employer
incorporation or organization)	File Number)	Identification Number)

1099 18^th Street, Suite 1500

Denver, Colorado 80202

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (303) 860-5800

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 (see General Instruction A.2 below):

☐ x 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))

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, par value $0.01 per share		PDCE		Nasdaq Global Select Market

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. ¨

Item 58.0701 ~~Submission~~Other ~~of Matters to a Vote of Security Holders~~ Events.

As previously disclosed, on May 21, 2023, PDC Energy, Inc. (~~the~~“PDC”) and Chevron Corporation (“~~Company~~Chevron”) ~~held~~entered ~~its~~into ~~Annual~~an ~~Meeting~~Agreement and Plan of ~~the~~Merger ~~Stockholders~~ (the “~~Annual~~Merger ~~Meeting~~Agreement”), onby ~~May~~and 24among PDC, ~~2023.~~Chevron, Aand ~~total~~Bronco ofMerger 87Sub Inc.,~~684~~ a direct,~~367~~ ~~shares~~wholly-owned subsidiary of ~~common~~Chevron ~~stock,~~(“Merger ~~or 89~~Sub”).~~95%~~ ofThe Merger Agreement contemplates that, subject to the ~~outstanding~~conditions ~~shares~~set forth therein, Merger ~~were~~Sub ~~represented~~will ~~virtually~~be ormerged bywith ~~proxy~~and atinto ~~the~~PDC, ~~Annual~~with ~~Meeting~~PDC surviving as a wholly-owned subsidiary of Chevron (the “Merger”).

The ~~stockholders~~Merger ~~voted~~Agreement onprovides that ~~four~~the ~~proposals~~closing atof the ~~Annual~~Merger ~~Meeting.~~is ~~The~~conditioned ~~proposals~~on, ~~are~~among ~~described~~other inthings, ~~detail~~the inexpiration ~~the~~or ~~Company’s~~termination ~~definitive~~of ~~proxy~~the ~~statement~~waiting ~~filed~~period ~~with~~under the ~~Securities~~Hart-Scott-Rodino Antitrust ~~and~~Improvements ~~Exchange~~Act ~~Commission~~of ~~on April 12~~1976, ~~2023.~~as ~~The~~amended ~~final~~(the ~~voting~~“HSR ~~results~~Act”). ~~for~~The ~~each~~waiting ofperiod under the ~~proposals~~HSR ~~submitted~~Act towith arespect ~~stockholder vote at~~ to the ~~Annual~~Merger ~~Meeting~~expired ~~are~~on ~~set~~July ~~forth~~5, ~~below~~2023.

~~PROPOSAL~~PDC 1and —Chevron ~~Election~~anticipate that ofthe ~~Seven~~Merger ~~Directors.~~will ~~The~~be ~~Company’s~~consummated ~~stockholders~~pursuant ~~elected~~to ~~seven~~the ~~directors~~Merger toAgreement ~~serve~~following ~~for~~the asatisfaction ~~one-year~~or ~~term~~waiver ~~expiring~~of at the ~~Company’s~~other ~~2024~~conditions ~~annual~~set forth ~~meeting~~in ofthe ~~stockholders~~Merger Agreement, ~~based~~including onreceipt of the ~~following~~required ~~voting~~approval ~~results:~~of PDC’s stockholders.

Name	For	Withheld	Broker Non-Vote
Barton R. Brookman	75,843,982	527,576	2,505,325
Pamela R. Butcher	69,825,218	6,546,340	2,505,325
Mark E. Ellis	75,332,953	1,038,605	2,505,325
Paul J. Korus	73,585,288	2,786,270	2,505,325
Lynn A. Peterson	74,416,468	1,955,090	2,505,325
Carlos A. Sabater	75,750,307	621,251	2,505,325
Diana L. Sands	71,693,135	4,678,423	2,505,325

Important Information for Investors and Stockholders

~~PROPOSAL~~This 2communication —does ~~Approve~~not constitute ~~Executive~~an ~~Officer~~offer ~~Compensation~~to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. ~~The~~No ~~Company’s~~offer ~~stockholders~~of ~~approved~~securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, onas anamended. ~~advisory~~In ~~basis~~connection with the potential transaction, Chevron has filed a registration statement on Form S-4 with the ~~2022~~Securities ~~compensation~~and Exchange Commission (“SEC”) containing a preliminary prospectus of Chevron that also constitutes a preliminary proxy statement of PDC. After the ~~Company~~registration statement is declared effective, PDC will mail a definitive proxy statement/prospectus to stockholders of PDC. This communication is not a substitute for the proxy statement/prospectus or registration statement or for any other document that Chevron or PDC may file with the SEC and send to PDC’s ~~named~~stockholders ~~executive~~in connection ~~officers~~with the potential transaction. INVESTORS AND SECURITY HOLDERS OF CHEVRON AND PDC ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN, ~~based~~AND WILL CONTAIN, IMPORTANT INFORMATION. Investors and security holders may obtain free copies of the proxy statement/prospectus and other documents filed with the SEC by Chevron or PDC through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by Chevron are available free of charge on Chevron’s website at http://www.chevron.com/investors and copies of the ~~following~~documents filed ~~voting~~with ~~results~~the SEC by PDC are available free of charge on PDC’s website at http://www.pdce.com/investors-overview.

For						Against						Abstain						Broker Non-Vote
75,083,385						1,243,189						44,984						2,505,325

Chevron and PDC and certain of their respective directors, certain of their respective executive officers and other members of management and employees may be considered participants in the solicitation of proxies with respect to the potential transaction under the rules of the SEC. Information regarding the persons who may, under the rules of the SEC, be considered to be participants in the solicitation of PDC’s stockholders in connection with the potential transaction is set forth in the preliminary proxy statement/prospectus, which can be obtained free of charge from the sources indicated above. Additional information regarding the interests of such participants in the solicitation of proxies in respect of the potential transaction may be included in other relevant materials to be filed with the SEC when they become available.

~~PROPOSAL~~Cautionary 3Statement —Regarding ~~Ratify~~Forward-Looking the Appointment of PricewaterhouseCoopers LLP. The Company’s stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023, based on the following voting results:Information

For						Against						Abstain
78,383,970						460,229						32,684

This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements generally include statements regarding the potential transaction between Chevron and PDC, including any statements regarding the expected timetable for completing the potential transaction, the ability to complete the potential transaction, the expected benefits of the potential transaction, projected financial information, future opportunities, and any other statements regarding Chevron’s and PDC’s future expectations, beliefs, plans, objectives, results of operations, financial condition and cash flows, or future events or performance. These statements are often, but not always, made through the use of words or phrases such as “anticipates,” “expects,” “intends,” “plans,” “targets,” “forecasts,” “projects,” “believes,” “seeks,” “schedules,” “estimates,” “positions,” “pursues,” “may,” “could,” “should,” “will,” “budgets,” “outlook,” “trends,” “guidance,” “focus,” “on schedule,” “on track,” “is slated,” “goals,” “objectives,” “strategies,” “opportunities,” “poised,” “potential” and similar expressions. All such forward-looking statements are based on current expectations of Chevron’s and PDC’s management and therefore involve estimates and assumptions that are subject to risks, uncertainties and other factors that could cause actual results to differ materially from the results expressed in the statements. Key factors that could cause actual results to differ materially from those projected in the forward-looking statements include the ability to obtain the requisite PDC stockholder approval; uncertainties as to the timing to consummate the potential transaction; the risk that a condition to closing the potential transaction may not be satisfied; the risk that regulatory approvals are not obtained or are obtained subject to conditions that are not anticipated by the parties; the effects of disruption to Chevron’s or PDC’s respective businesses; the effect of the potential transaction on the parties’ stock prices; the effects of industry, market, economic, political or regulatory conditions outside of the parties’ control; transaction costs; Chevron’s ability to achieve the benefits from the proposed transaction, Chevron’s ability to promptly, efficiently and effectively integrate acquired operations into its own operations; unknown liabilities; and the diversion of management time on transaction-related issues. Other important factors that could cause actual results to differ materially from those in the forward-looking statements include those described in the “Risk Factors” section of PDC’s most recent Annual Report on Form 10-K, as it may be updated from time to time by quarterly reports on Form 10-Q and current reports on Form 8-K all of which are available on the ’s website at http://investor.pdce.com/sec-filings, in the “Risk Factors” section of Chevron’s most recent Annual Report on Form 10-K, as it may be updated from time to time by quarterly reports on Form 10-Q and current reports on Form 8-K, all of which are available on Chevron’s website at https://chevroncorp.gcs-web.com/financial-information/sec-filings, and in the “Risk Factors” section of the proxy statement/prospectus. All of the foregoing documents are available on the SEC’s website at http://www.sec.gov. Those disclosures are incorporated by reference in this communication. Other unpredictable or unknown factors not discussed or incorporated by reference in this communication could also have material adverse effects on forward-looking statements. Neither PDC nor Chevron assumes any obligation to update any forward-looking statements, except as required by law. Readers are cautioned not to place undue reliance on these forward-looking statements, as they speak only as of the date hereof.

PROPOSAL 4 — Approve Frequency of Advisory Vote on Executive Officer Compensation. The Company’s stockholders approved, on an advisory basis, holding an advisory vote on the compensation of the Company's Named Executive Officers on an annual basis, based on the following voting results:

Every One Year						Every Two Years						Every Three Years						Abstain						Broker Non-Vote
70,717,023						157,895						5,460,334						36,306						2,505,325

With respect to Proposal #4 and after consideration of the advisory vote of the Company's stockholders at the Annual Meeting, the Company’s Board of Directors has determined to continue to hold the advisory stockholder vote on the compensation of the Company’s Named Executive Officers on an annual basis.

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.

Dated: May 25, 2023			PDC ENERGY, INC.
Dated: July 6, 2023	PDC ENERGY, INC.
	By:	/s/ Nicole Martinet	~~By:~~	~~/s/ Nicole Martinet~~
	Name:	Nicole Martinet	~~Name:~~	~~Nicole Martinet~~
	Title:	General Counsel, Senior Vice President and Corporate Secretary	~~Title:~~	~~General Counsel, Senior Vice President and Corporate Secretary~~

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