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Results of Annual General Meeting

3 May 2023 07:00

RNS Number : 1919Y
Diversified Energy Company PLC
03 May 2023
 

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

 

 

 

FTI Consulting

dec@fticonsulting.com

US & UK Financial Public Relations

 

 

 

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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END
 
 
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