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RNS Number : 0429O Diversified Energy Company PLC 10 May 2024
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
(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
FTI Consulting dec@fticonsulting.com
U.S. & UK Financial Public Relations
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.
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