Results of Annual General Meeting

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	[phone]
Doug Kris	[e-mail]
www.div.energy
FTI Consulting	[e-mail]
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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