Diversified Energy Co

This advisory proposal asks shareholders to approve, on a non-binding basis, the Company’s disclosed 2025 executive compensation for Named Executive Officers, as detailed in the Compensation Discussion and Analysis and accompanying tables. Management and the Compensation Committee are seeking shareholder approval to confirm that the structure and outcomes of the 2025 program — which featured substantial at-risk pay, a mix of short-term cash incentives tied to a balanced scorecard (financial, cost, environmental, and safety metrics) and long-term equity in RSUs and PSUs tied to multi-year ROE, TSR, free cash flow and emissions goals — are aligned with shareholder interests. The Board frames the request as an element of good corporate governance, emphasizing that the programs are intended to retain executives, motivate performance consistent with long-term value creation, and align management incentives with investor outcomes. The company reports strong 2025 operational and financial results, including adjusted EBITDA/share above target and performance that resulted in STIP payouts at ~112% of target, which management cites to support the compensation outcomes. The advisory vote is non-binding, but the Board and Compensation Committee state they will review and consider the voting results in evaluating compensation practices, which provides shareholders a governance feedback mechanism. Potential investor concerns include high levels of equity granted to executives, recent transaction-related awards (e.g., inducement awards and change-in-control payments for the Maverick acquisition), and the degree to which multi-year PSU metrics meaningfully constrain payouts; management has sought to address these by using multi-year performance metrics and clawback and ownership policies. The proposal’s approval signal (or rejection) can influence future plan design, disclosure, and engagement; a negative vote would likely prompt incremental shareholder outreach and potential changes to incentive design or disclosures. Overall, the item asks shareholders to endorse management’s overall approach to pay-for-performance in 2025, while preserving the Board’s discretion and oversight role in aligning compensation with long-term shareholder value.

This non-binding proposal asks shareholders to select the preferred frequency for future advisory votes on executive compensation — annually, biennially, or triennially — with the Board recommending an annual vote. Management’s rationale emphasizes that annual votes provide regular opportunities for shareholder feedback and allow the Compensation Committee and Board to promptly evaluate and, if necessary, adjust compensation programs in response to shareholder sentiment. The company also acknowledges the trade-off that executive compensation is often designed for multi-year outcomes, and thus encourages shareholders to consider longer-term performance when casting their vote. The advisory choice will not bind the Board but will be considered in setting future practice; failure to achieve a clear majority for any option would result in the option with the plurality being considered as the shareholder preference. From a governance perspective, an annual frequency tends to strengthen accountability and communication channels between investors and management but may also increase short-term shareholder focus on compensation mechanics. The Board’s recommendation for one year signals a willingness to accept frequent shareholder scrutiny and to respond to investor concerns, while maintaining the Compensation Committee’s discretion over program design. Institutional investor preferences vary, but many corporate governance advisers and large investors increasingly accept annual say-on-pay votes; accordingly, the Board’s recommendation aligns with prevailing practice and the Company’s recent U.S. redomiciliation and alignment with U.S. governance norms.