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Results of Annual General Meeting
Source: Nasdaq GlobeNewswire / 09 Apr 2025 10:35:51 America/Chicago
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 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 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 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.
For further information, please contact:
Diversified Energy Company PLC +1 973 856 2757 Doug Kris dkris@dgoc.com Senior Vice President, Investor Relations &
Corporate Communicationswww.div.energy FTI Consulting dec@fticonsulting.com U.S. & UK Financial Public Relations
About Diversified Energy Company PLCDiversified 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.