Last checked at 10 May 2024 15:56
May 10, 2024
Diversified Energy Company PLC
("Diversified" or the "Company")
Results of Annual General Meeting
Diversified Energy Company PLC (LSE:DEC, NYSE:DEC) is pleased to announce that 19 of the 20 resolutions put to shareholders at the Company's Annual General Meeting held on May 10, 2024 were duly passed.
The total votes were cast as follows:
Resolution | For | % | Against | % | Withheld | ||||
1 | Receipt of Annual Report | 27,506,194 | 100% | 114,671 | -% | 45,390 | |||
2 | Approval of Final Dividend | 27,558,648 | 100% | 60,423 | -% | 47,184 | |||
3 | Authority to re-appoint Auditor | 27,539,845 | 100% | 73,130 | -% | 53,280 | |||
4 | Authority to determine Auditor's Remuneration | 27,537,231 | 100% | 74,241 | -% | 54,783 | |||
5 | Re-elect David Edward Johnson | 27,488,334 | 100% | 109,076 | -% | 68,845 | |||
6 | Re-elect Robert "Rusty" Russell Hutson, Jr. | 27,488,900 | 100% | 116,520 | -% | 60,835 | |||
7 | Re-elect Martin Keith Thomas | 27,338,568 | 99% | 258,367 | 1% | 69,320 | |||
8 | Re-elect David Jackson Turner, Jr. | 27,484,345 | 100% | 113,025 | -% | 68,885 | |||
9 | Re-elect Sandra Mary Stash | 27,477,544 | 100% | 119,729 | -% | 68,982 | |||
10 | Re-elect Sylvia Kerrigan | 24,775,407 | 90% | 2,821,864 | 10% | 68,984 | |||
11 | Re-elect Kathryn Klaber | 25,665,454 | 93% | 1,930,166 | 7% | 70,635 | |||
12 | Authority to allot shares | 27,360,201 | 99% | 245,270 | 1% | 60,784 | |||
13 | Directors' Remuneration Report | 25,389,754 | 92% | 2,133,133 | 8% | 143,368 | |||
14 | Political donations & expenditures | 26,524,295 | 99% | 215,584 | 1% | 926,376 | |||
15 | Dis-apply pre-emption rights | 27,385,786 | 99% | 212,865 | 1% | 67,604 | |||
16 | Dis-apply pre-emption rights (Acquisitions) | 26,288,866 | 95% | 1,311,212 | 5% | 66,177 | |||
17 | Purchase of Company's own shares | 27,559,045 | 100% | 56,658 | -% | 50,552 | |||
18 | Share Repurchase Contracts and Counterparties | 27,552,632 | 100% | 56,785 | -% | 56,838 | |||
19 | Amendment to 2017 Equity Incentive Plan | 20,505,417 | 74% | 7,068,872 | 26% | 91,966 | |||
20 | Short General Meeting notice period | 27,380,594 | 99% | 220,917 | 1% | 64,744 | |||
Note: A vote "Withheld" is not a vote in law and is not counted in the calculation of the proportion of the votes "For" or "Against" shown.
The full text of the resolutions passed at the AGM has been submitted to the National Storage Mechanism and will shortly be available for inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
The Board of Diversified Energy Company PLC (the "Board") is pleased to note that shareholders approved the overwhelming majority of resolutions. Having actively engaged with many shareholders ahead of the AGM and throughout the year, the Board would like to thank shareholders for their input and continued support.
Whilst pleased that shareholders approved most of the resolutions with majorities in excess of 99%, the Board notes that Resolution 19 (Amendment to 2017 Equity Incentive Plan to increase the number of shares available under the Plan), while receiving 74% of the vote "FOR", did not meet the 75% threshold to pass.
The Board will continue to engage with key stakeholders throughout 2024 on Equity Incentive Plan matters. Given the need to be agile around incentivization in the future, the Company will continue to work to provide an incentive plan that balances pay with performance in line with US practice. The Company seeks to offer competitive compensation packages to its workforce, fostering employee loyalty and motivation, all of which impact business expansion and our wider strategic objectives. The Board will continue to act in the best interest of shareholders and apply rigour to ensure executive remuneration outcomes are aligned with shareholder expectations. In accordance with provision 4 of the UK Corporate Governance Code, the Company will publish an update on this engagement, in accordance with the UK Corporate Governance Code, within six months of the 2024 AGM and a final summary in the Company's Annual Report for the 2024 Financial Year.
For further information, please contact:
Diversified Energy Company PLC | +1 973 856 2757 |
Doug Kris | dkris@dgoc.com |
Senior Vice President, Investor Relations & Corporate Communications | www.div.energy |
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FTI Consulting | dec@fticonsulting.com |
U.S. & UK Financial Public Relations |
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About Diversified Energy Company PLC
Diversified is a leading publicly traded energy company focused on natural gas and liquids production, transport, marketing, and well retirement. Through our differentiated strategy, we acquire existing, long-life assets and invest in them to improve environmental and operational performance until retiring those assets in a safe and environmentally secure manner. Recognized by ratings agencies and organizations for our sustainability leadership, this solutions-oriented, stewardship approach makes Diversified the Right Company at the Right Time to responsibly produce energy, deliver reliable free cash flow, and generate shareholder value.