Result of AGM
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Diversified Energy Company PLC (LSE: DEC, NYSE: DEC) is pleased to announce that all 20 resolutions put to shareholders at the Company's Annual General Meeting held on April 9, 2025 were duly passed.
The total votes were cast as follows:
| Resolution | For | % | Against | % | Withheld | |||
|---|---|---|---|---|---|---|---|---|
| 1 | Receipt of Annual Report | 50,118,979 | 100 | % | 90,746 | — | % | 39,401 |
| 2 | Approval of Final Dividend | 50,186,943 | 100 | % | 42,897 | — | % | 19,286 |
| 3 | Authority to re-appoint Auditor | 53,936,715 | 100 | % | 100,784 | — | % | 49,749 |
| 4 | Authority to determine Auditor's Remuneration | 50,176,989 | 100 | % | 47,950 | — | % | 24,187 |
| 5 | Re-elect David Edward Johnson | 50,096,070 | 100 | % | 126,406 | — | % | 26,650 |
| 6 | Re-elect Robert "Rusty" Russell Hutson, Jr. | 50,079,603 | 100 | % | 143,175 | — | % | 26,348 |
| 7 | Re-elect Martin Keith Thomas | 48,239,720 | 96 | % | 1,982,930 | 4 | % | 26,476 |
| 8 | Re-elect David Jackson Turner, Jr. | 49,112,530 | 98 | % | 1,108,448 | 2 | % | 28,148 |
| 9 | Re-elect Sandra Mary Stash | 50,076,037 | 100 | % | 145,379 | — | % | 27,710 |
| 10 | Re-elect Kathryn Klaber | 46,216,417 | 92 | % | 3,950,411 | 8 | % | 82,298 |
| 11 | Authority to allot shares | 49,410,519 | 98 | % | 810,329 | 2 | % | 28,278 |
| 12 | Directors' Remuneration Report | 49,223,090 | 98 | % | 984,189 | 2 | % | 41,847 |
| 13 | Director's Remuneration Policy | 38,283,303 | 79 | % | 10,373,294 | 21 | % | 1,592,529 |
| 14 | Political donations & expenditures | 49,933,787 | 100 | % | 226,129 | — | % | 89,210 |
| 15 | Amendment to 2017 Equity Incentive Plan | 49,745,588 | 99 | % | 250,196 | 1 | % | 253,342 |
| 16 | Dis-apply pre-emption rights | 49,750,124 | 99 | % | 257,326 | 1 | % | 241,676 |
| 17 | Dis-apply pre-emption rights (Acquisitions) | 49,146,350 | 98 | % | 854,587 | 2 | % | 248,189 |
| 18 | Purchase of Company's own shares | 50,132,207 | 100 | % | 75,167 | — | % | 41,752 |
| 19 | Share Repurchase Contracts and Counterparties | 50,148,797 | 100 | % | 69,100 | — | % | 31,229 |
| 20 | Short General Meeting notice period | 49,221,371 | 98 | % | 999,242 | 2 | % | 28,513 |
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 unanimously approved all of the general and special 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.
The Board notes that shareholders approved the resolutions with significant majorities, including Resolution 13 (Approval of the Director’s Remuneration Policy), which was passed with a majority vote of 79% in favor of the resolution.
The approved Director’s Remuneration Policy was developed through consultation with a significant number of the Company’s largest shareholders and proxy advisors, and the Board believes that the approved Remuneration Policy reinforces alignment of Executive Director compensation with long-term shareholder value creation and remuneration best-practice standards, and reflects competitive practices among the Company’s peers. The Board will continue to engage with key stakeholders on a regular basis while continuing the important focus on remuneration matters that properly align with US-based compensation practices. 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 2025 AGM and a final summary in the Company's Annual Report for the 2025 Financial Year.
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