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: February 23, 2012 (February 16, 2012)

(Date of Earliest Event Reported)

PENN VIRGINIA CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Registrant’s telephone number, including area code: (610) 687-8900

Not Applicable

(Former name or former address, if changed since last report)

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):

Director Compensation

On February 16, 2012, the Board of Directors (the “Board”) of Penn Virginia Corporation (the “Company”) approved a change to the Company’s director compensation policy to decrease the equity portion of a director’s compensation for 2012 from $110,000 to $80,000. The change had been recommended to the Board by its Compensation and Benefits Committee (the “C&B Committee”). The change is effective for 2012 only, and absent further action by the Board, the equity portion of a director’s compensation will revert to $110,000 for 2013.

Retirement of Director

On February 16, 2012, the Board, on the recommendation of the Nominating and Governance Committee, approved a slate of candidates for election to the Board at the Company’s 2012 Annual Meeting of Shareholders (the “2012 Annual Meeting”). Because of the Company’s mandatory retirement policy, the Board did not nominate Robert Garrett for reelection to the Board, and Mr. Garrett’s term will expire at the 2012 Annual Meeting.

Executive Compensation

On February 16, 2012, the C&B Committee determined that cash bonuses and long-term compensation payable to executive officers of the Company in 2012 relating to their performance in 2011 are as follows:

On the same day, the C&B Committee determined that base salaries payable to executive officers of the Company in 2012 are as follows:

Equity Compensation Plan

In connection with the decision to grant performance-based restricted stock units payable in cash (“performance units”) to the Company’s executive officers, the C&B Committee approved a form of grant agreement for performance unit awards made under the Company’s Seventh Amended and Restated 1999 Employee Stock Incentive Plan.

The performance units cliff vest on the third anniversary of the date of grant and are paid based on the relative ranking of the Company’s total shareholder return (“TSR”) as compared to the TSR of the Company’s executive compensation peer group for 2011 (the “2011 Peer Group”) with respect to each of a one-year, two-year and three-year performance period, in each case commencing on the date of grant. The performance units are payable solely in cash. The amount of cash payable with respect to performance units is equal to the sum of the payout values for each of the three performance periods. The payout value for each performance period is equal to one-third of the vested performance units, multiplied by the value of the Company’s common stock at the end of the applicable performance period (calculated as the average of the closing prices of the Company’s common stock on the 20 trading days immediately preceding the last day of the applicable performance period), multiplied by the applicable percentage corresponding to the relative ranking of the Company’s TSR for the applicable performance period. The applicable percentages range from 0% to 200%. The “target” percentage is 100% and corresponds to the Company’s TSR ranking in the 60^th percentile of the 2011 Peer Group.

Except as noted below, if the grantee’s employment terminates for any reason prior to the third anniversary of the grant date, then the grantee’s performance units will be forfeited and no cash will be payable with respect to the performance units. If the grantee is or becomes retirement eligible, which is defined as reaching age 62 and completing 10 years of consecutive service with the Company or its affiliate, and his or her employment terminates for any reason other than cause prior to third anniversary of the grant date, then all of the grantee’s performance

units will vest and become payable in the amounts and at the time that the performance units would have otherwise vested and been payable. If the grantee dies or becomes disabled prior to the third anniversary of the grant date, a pro-rated share (based on the number of days employed during the three-year vesting period) of the performance units will vest and the grantee will be paid for such performance units at the target percentage at the end of the original three-year vesting period. In the event of a change in control of the Company, all of the grantee’s performance units will immediately vest and the grantee will be paid for such performance units following the change in control at the target percentage (regardless of the Company’s actual relative TSR ranking) and using the value of the Company’s common stock on the effective date of the change in control (calculated as the closing price of the Company’s common stock on the effective date of the change of control).

A copy of the form of performance unit award agreement, as approved by the C&B Committee, is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

2011 Annual Incentive Cash Bonus and Long-Term Equity Compensation Guidelines

As previously disclosed, in February 2011, the C&B Committee adopted the Penn Virginia Corporation 2011 Annual Incentive Cash Bonus and Long-Term Equity Compensation Guidelines (the “Incentive Award Guidelines”), which were effective for annual incentive cash bonus and long-term equity compensation awards paid to the Company’s executive officers and other employees with respect to 2011.

On February 16, 2012, the C&B Committee amended Exhibit A to the Incentive Award Guidelines to add threshold, target and stretch cash bonus percentages and target long-term equity incentive award percentages for the Company’s two new executive officers. After the amendment, the executive officers’ threshold, target and stretch cash bonus percentages are as follows:

After the amendment, the executive officers’ target long-term equity incentive award percentages are as follows:

A copy of the revised Exhibit A to the Incentive Award Guidelines is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.

On February 16, 2012, the Board approved amended stock ownership guidelines for the Company’s executive officers, which require executive officers to own shares of common stock of the Company having a value equal to the multiple of his or her salary set forth in the table below:

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.

Date: February 23, 2012

Exhibit Index