Result of AGM and Directors' Shareholding

RNS Number : 7865J

Diversified Gas & Oil PLC

15 April 2020

 

15 April 2020

Diversified Gas & Oil PLC

("DGO" or the "Company")

Result of Annual General Meeting and 2020 LTIP Awards

Diversified Gas & Oil PLC (AIM: DGOC), the U.S. based owner and operator of natural gas, natural gas liquids, and oil wells as well as midstream assets, is pleased to announce that all resolutions put to shareholders at the Company's Annual General Meeting held earlier today were duly passed.

The total votes were cast as follows:

Resolution	For	%	Against	%	Withheld
1	483,244,142	100.00	0	0.00	475,533
2	483,718,402	100.00	0	0.00	1,273
3	483,719,224	100.00	451	0.00	0
4	483,712,276	100.00	0	0.00	7,399
5	469,644,672	97.09	14,075,003	2.91	0
6	483,479,592	99.95	240,083	0.05	0
7	483,479,145	99.95	240,530	0.05	0
8	468,982,224	96.95	14,730,052	3.05	7,399
9	483,712,276	100.00	0	0.00	7,399
10	483,719,675	100.00	0	0.00	0
11	483,719,675	100.00	0	0.00	0
12	482,840,988	99.82	877,414	0.18	1,273
13	483,354,091	99.93	350,777	0.07	14,807
14	483,695,018	100.00	2,451	0.00	22,206
15	455,647,210	94.20	28,046,825	5.80	25,640
16	483,718,675	100.00	1,000	0.00	0
17	481,763,896	99.60	1,930,923	0.40	24,856
18	477,449,958	98.70	6,264,861	1.30	4,856
19	483,618,694	100.00	1,055	0.00	99,926
20	483,691,421	100.00	0	0.00	28,254
21	483,696,891	100.00	2,000	0.00	20,784
22	480,870,156	99.41	2,849,519	0.59	0

Note: A vote "Withheld" is not a vote in law and is not counted in the calculation of the proportion of the votes "For" and "Against" shown.

Resolution 13 specifically approved the Directors' Remuneration Report (the "Remuneration Report") as set out in the Company's 2019 Annual Report. The Remuneration Report included details of the performance-based Long Term Incentive Plan (the "LTIP") which the Company has established for the Company's Executive Directors. Prior to setting out the terms of the LTIP within the Remuneration Report, the Remuneration Committee first consulted with a number of the Company's institutional shareholders. 

Following approval of the Remuneration Report at the AGM, the Company now confirms the awards of Ordinary Shares to Rusty Hutson and Brad Gray in accordance with the terms of the LTIP and as summarised below (the "LTIP Awards").

The LTIP Awards will vest after three years from the date of grant, and performance vested shares will also be subject to a further two-year holding period after the initial three-year period to vesting.

The performance conditions are a weighted mix of Return on Equity (40%), absolute TSR (30%) and relative TSR (30%) targets measured over three years as described in full in the Remuneration Report. These measures encourage the generation of sustainable long-term returns to shareholders. In determining the level of vesting, the Remuneration Committee has considered that the outcome of the measurement reflects the underlying performance or financial health of the Company.

	Ordinary Shares Awarded (1)	Date of Grant	Vesting Date	Performance Assessment Date	Completion of Holding Period
Rusty Hutson	1,658,558	15/04/2020	14/04/2023	31/12/2023	14/04/2025
Brad Gray	1,019,706	15/04/2020	14/04/2023	31/12/2023	14/04/2025

Note:  The timing and calculation utilised for determination of the exercise price for the 2020 LTIP Awards will be used for any similar future share awards for the next three years.  The 2020 LTIP Awards are based upon a GBP:USD exchange rate of 1:1.260

Following the LTIP Awards, the Executive Directors' interests in the Company will comprise:

	Shareholding	% of issued share capital	LTIP shares(1)	% of issued share capital	Share Options	% of issued share capital
Rusty Hutson	20,860,000	3.25%	1,658,558	0.26%	8,400,000	1.31%
Brad Gray	2,282,981	0.36%	1,019,706	0.16%	3,850,000	0.60%

(1)  Maximum award subject to meeting relevant performance criteria in full

Diversified Gas & Oil PLC Rusty Hutson Jr., Chief Executive Officer Brad Gray, Chief Operating Officer Eric Williams, Chief Financial Officer Teresa Odom, Vice President Investor Relations www.dgoc.com [e-mail]	+ 1 [phone]
Cenkos Securities plc (Nominated Adviser) Russell Cook Katy Birkin Ben Jeynes	[phone]
Mirabaud Securities Limited (Joint Broker) Peter Krens Edward Haig-Thomas	[phone]
Stifel Nicolaus Europe Limited (Joint Broker) Callum Stewart Jason Grossman Ashton Clanfield	[phone]
Buchanan (Financial Public Relations) Ben Romney Chris Judd Kelsey Traynor James Husband [e-mail]	[phone]

The notifications below, made in accordance with the requirements of the EU Market Abuse Regulation, provides further detail.

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Robert "Rusty" Russell Hutson Jr
2	Reason for the notification
a)	Position/status	Chief Executive Officer
b)	Initial notification/Amendment	Initial Notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Diversified Gas & Oil plc
b)	LEI	213800YR9TFRVHPGOS67
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument	Performance Share Award, constituting a right to acquire ordinary shares of 1p each
	Identification code	GB00BYX7JT74
b)	Nature of the transaction	Performance Share Award under the Company's Long Term Incentive Plan
c)	Price(s) and volumes(s)	Price(s)	Volume(s)
		Nil	Up to 1,658,558
d)	Aggregated information	N/A (single transaction)
	Aggregated volume	N/A (single transaction)
	Price	N/A (single transaction)
e)	Date of the transaction	15 April 2020
f)	Place of the transaction	XOFF

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Bradley Grafton Gray
2	Reason for the notification
a)	Position/status	Chief Operating Officer
b)	Initial notification/Amendment	Initial Notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Diversified Gas & Oil plc
b)	LEI	213800YR9TFRVHPGOS67
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument	Performance Share Award, constituting a right to acquire ordinary shares of 1p each
	Identification code	GB00BYX7JT74
b)	Nature of the transaction	Performance Share Award under the Company's Long-Term Incentive Plan
c)	Price(s) and volumes(s)	Price(s)	Volume(s)
		Nil	Up to 1,019,706
d)	Aggregated information	N/A (single transaction)
	Aggregated volume	N/A (single transaction)
	Price	N/A (single transaction)
e)	Date of the transaction	15 April 2020
f)	Place of the transaction	XOFF

 

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