Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal


           Year.

On May 3, 2021, the Board of Directors of Penn Virginia Corporation (the "Company") amended and restated the Fifth Amended and Restated Bylaws of the Company (as so amended and restated, the "Sixth Amended and Restated Bylaws") to clarify that where a separate vote by class or series of capital stock is required or provided for, the voting standard provided for in the bylaws is subject to express provisions of applicable law, the Company's governing documents, the rules and regulations of any stock exchange applicable to the Company, any regulations applicable to the Company or its securities, and the instrument of designation of any series of preferred stock of the Company.

The foregoing description of the Sixth Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Sixth Amended and Restated Bylaws, a copy of which is filed as Exhibit 3.1 hereto and incorporated herein by reference.

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

The Company held its 2021 Annual Meeting of Shareholders on May 3, 2021 (the "Annual Meeting"). The following matters were voted upon by the shareholders at the Annual Meeting. Each such matter received the number of votes set forth below.

(1) The election of four directors, each to serve until the next Annual Meeting


     of Shareholders and until their respective successors are duly elected and
     qualified:




                                                          BROKER
NAME                     FOR        AGAINST    ABSTAIN   NON-VOTES

Tiffany Thom Cepak 31,495,292 814,352 9,617 1,836,560 Darrin J. Henke 29,621,711 2,684,649 12,901 1,836,560 Darin G. Holderness 32,097,046 210,316 11,899 1,836,560 Jeffrey E. Wojahn 29,350,864 2,958,107 10,290 1,836,560

(2) The holding of an advisory vote on executive compensation:






                                    BROKER
   FOR        AGAINST    ABSTAIN   NON-VOTES
31,270,320   1,018,170   30,771    1,836,560




(3)  The ratification of the appointment of Grant Thornton LLP as the Company's
     independent registered public accounting firm for the fiscal year ending
     December 31, 2021:




                                  BROKER
   FOR       AGAINST   ABSTAIN   NON-VOTES
34,090,496   57,222     8,103        0




(4)  The approval of an amendment to the Company's 2019 Management Incentive Plan
     to increase the number of shares available for issuance thereunder by
     3,000,000 shares, subject to adjustment in accordance with the terms
     thereof:




                                    BROKER
   FOR        AGAINST    ABSTAIN   NON-VOTES
30,884,732   1,421,654   12,875    1,836,560




(5)  The amendment of the Company's Second Amended and Restated Articles of
     Incorporation (as the same may be amended from time to time, the "Articles")
     to increase the number of authorized shares of the Company's common stock
     and the corresponding total authorized number of shares:




                                    BROKER
   FOR        AGAINST    ABSTAIN   NON-VOTES
29,709,606   4,435,956   10,259        0

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(6) The amendment to the Articles to remove inoperative provisions:






                                  BROKER
   FOR       AGAINST   ABSTAIN   NON-VOTES
32,236,632   72,979     9,650    1,836,560




(7)  The amendment to the Articles to reduce the share ownership required for
     shareholders to act by written consent from (i) unanimous written consent to
     (ii) not less than a majority of the voting power of the outstanding shares
     entitled to vote:




                                    BROKER
   FOR        AGAINST    ABSTAIN   NON-VOTES
24,605,192   7,705,835    8,234    1,836,560




(8)  The amendment to the Articles to include a new Section 4.11 to provide that
     a majority of votes cast is required to approve a merger or share exchange:




                                    BROKER
   FOR        AGAINST    ABSTAIN   NON-VOTES
25,348,076   6,961,144   10,041    1,836,560




(9)  The amendment to Article XI of the Articles to provide the forum for causes
     of action arising under the Securities Act of 1933, as amended:




                                    BROKER
   FOR        AGAINST    ABSTAIN   NON-VOTES
31,077,045   1,231,146   11,070    1,836,560

Item 9.01. Financial Statements and Exhibits.




(d)  Exhibits.



Exhibit
Number                                    Description

3.1            Sixth Amended and Restated Bylaws of Penn Virginia Corporation,
             effective as of May 3, 2021

104          The cover page from Penn Virginia Corporation's Current Report on Form
             8-K, formatted in Inline XBRL (included as Exhibit 101).

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