Last checked at 3 May 2023 07:00
3 May 2023
Diversified Energy Company PLC
("Diversified" or the "Company")
Results of Annual General Meeting
Diversified Energy Company PLC (LSE: DEC) is pleased to announce that all resolutions put to shareholders at the Company's Annual General Meetings held on 2 May 2023 were duly passed.
The total votes were cast as follows:
Resolution |
| For | % |
| Against | % |
| Withheld | |
1 | Annual Report |
| 724,631,745 | 100% |
| 1,530,966 | - % |
| 176,614 |
2 | Final Dividend |
| 726,315,851 | 100% |
| 14,707 | - % |
| 8,767 |
3 | To re-appoint Auditor |
| 725,322,061 | 100% |
| 955,811 | - % |
| 61,453 |
4 | Auditor's Remuneration |
| 724,504,383 | 100% |
| 1,775,201 | - % |
| 59,741 |
5 | Re-elect David Edward Johnson |
| 718,429,142 | 99% |
| 7,822,276 | 1 % |
| 87,907 |
6 | Re-elect Robert "Rusty" Russell Hutson, Jr. |
| 725,911,104 | 100% |
| 365,730 | - % |
| 62,491 |
7 | Re-elect Bradley Grafton Gray |
| 725,802,697 | 100% |
| 443,421 | - % |
| 93,207 |
8 | Re-elect Martin Keith Thomas |
| 575,999,201 | 82% |
| 130,652,427 | 18 % |
| 19,687,697 |
9 | Re-elect David Jackson Turner, Jr. |
| 717,692,381 | 99% |
| 8,559,037 | 1 % |
| 87,907 |
10 | Re-elect Sandra Mary Stash |
| 725,896,069 | 100% |
| 351,533 | - % |
| 91,723 |
11 | Re-elect Sylvia Kerrigan |
| 650,526,080 | 90% |
| 72,800,741 | 10 % |
| 3,012,504 |
12 | To elect Kathryn Klaber |
| 726,068,257 | 100% |
| 167,714 | - % |
| 103,354 |
13 | Authority to allot shares |
| 707,383,140 | 97% |
| 18,910,361 | 3 % |
| 45,824 |
14 | Directors' Remuneration Report |
| 436,797,583 | 62% |
| 271,334,793 | 38 % |
| 18,206,949 |
15 | Approval of the Employee Stock Purchase Plan |
| 726,113,010 | 100% |
| 208,948 | - % |
| 17,367 |
16 | Political Donations & Expenditures |
| 720,981,805 | 99% |
| 5,302,060 | 1 % |
| 55,460 |
17 | Authority to dis-apply pre-emption rights |
| 708,256,656 | 98% |
| 18,031,597 | 2 % |
| 51,072 |
18 | Authority to dis-apply pre-emption rights (Acquisitions) |
| 689,107,012 | 95% |
| 37,178,903 | 5 % |
| 53,410 |
19 | Authority to purchase own shares |
| 726,066,445 | 100% |
| 144,242 | - % |
| 128,638 |
20 | Amendment of Articles |
| 723,084,914 | 100% |
| 2,996,608 | - % |
| 257,803 |
21 | Short Notice General Meeting |
| 719,245,430 | 99% |
| 7,058,016 | 1 % |
| 35,879 |
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 all resolutions at the AGM, most with substantial support. 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 80%, the Board notes that Resolution 14 (Approval of Director's Remuneration Report) was passed with a majority of 61.68%.
Resolution 14 follows the Board's holistic assessment of performance and application of the remuneration framework developed with the assistance of the Remuneration Committee and external advisors. The Board considers both internal and external dynamics when assessing remuneration outcomes, with final decisions being aligned with the shareholder-approved Director's Remuneration Policy. In relation to past decisions made in and through the height of the COVID pandemic, the outcomes of which were reflected in the 2020 LTIP award that vested in 2022, the Board believes that the award had the desired effect of motivating, retaining and rewarding key executives through uncertain and challenging times. The Board recognises and understands these different points of view on historical decisions, which have now fully and finally played out. Remuneration outcomes in 2022 were, however, strongly aligned with shareholder value creation over the 2020-2022 performance period and conformed to the Remuneration Policy. The Board will continue to engage with key stakeholders throughout 2023 on remuneration matters. As elected representatives, the Board will continue to act in the best interest of shareholders and apply rigour and appropriate discretion to ensure executive remuneration outcomes are aligned with shareholder expectations.
The Board is committed to maintaining an open and transparent dialogue with the Company's shareholders and in accordance with provision 4 of the UK Corporate Governance Code, it will continue this engagement to enhance its understanding of the views of shareholders who voted against these resolutions. The Company will publish an update on this engagement, in accordance with the UK Corporate Governance Code, within six months of the 2023 AGM and a final summary in the Company's Annual Report for the 2023 Financial Year.
For further information, please contact:
Diversified Energy Company PLC | +1 973 856 2757 |
Doug Kris | dkris@dgoc.com |
www.div.energy |
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FTI Consulting | dec@fticonsulting.com |
US & UK Financial Public Relations |
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About Diversified Energy Company PLC
Diversified Energy Company PLC is an independent energy company engaged in the production, marketing and transportation of primarily natural gas related to its synergistic US onshore upstream and midstream assets.
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