dec-20260506
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 6, 2026
Diversified Energy Company
(Exact name of registrant as specified in its charter)
Delaware | 001-41870 | 41-2283606 | ||||||||||||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
1600 Corporate Drive Birmingham, Alabama | 35242 | |||||||||||||
(Address of Principal Executive Office) | (Zip Code) | |||||||||||||
Registrant’s Telephone Number, Including Area Code: (205) 408-0909
(Former Name or Former Address, if Changed Since Last Report): Not Applicable
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered, pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Common Stock, par value $0.01 per share | DEC | New York Stock Exchange | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)
Emerging Growth Company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07 | Submission of Matters to a Vote of Security Holders | ||||
On May 6, 2026, Diversified Energy Company (the “Company”) held its 2026 Annual Meeting of Shareholders (the “Annual Meeting”). At the Company’s Annual Meeting, the Company’s shareholders elected each of the Company’s five director nominees to serve until the Company’s 2027 Annual Meeting of Shareholders. The Company’s shareholders also approved the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2026. Further, the Company’s shareholders approved on an advisory basis the compensation paid to the Company’s named executive officers, as disclosed in the Proxy Statement, and an annual advisory vote on compensation of the Company’s named executive officers. In accordance with these results and its previous recommendation, the Company’s Board of Directors determined that future advisory votes on executive compensation will be held annually until the next required advisory vote on the frequency of shareholders votes on the compensation of named executive officers.
(1)Election of Director Nominees
The shareholders elected the director nominees by the following votes:
Nominee | Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||||
David E. Johnson | 37,027,433 | 507,190 | 18,305 | 5,981,602 | ||||||||||
Robert Russell Hutson, Jr. | 37,006,713 | 530,249 | 15,966 | 5,981,602 | ||||||||||
Kathryn Z. Klaber | 34,637,577 | 2,893,591 | 21,760 | 5,981,602 | ||||||||||
Martin K. Thomas | 36,674,226 | 860,254 | 18,448 | 5,981,602 | ||||||||||
David J. Turner, Jr. | 36,698,854 | 835,722 | 18,352 | 5,981,602 | ||||||||||
(2)Ratification of Independent Auditor
The shareholders ratified the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 by the following votes:
Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||
43,483,877 | 33,369 | 17,284 | - | ||||||||
(3)Advisory Vote on Executive Compensation
The shareholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers by the following votes:
Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||
36,892,924 | 258,439 | 401,565 | 5,981,602 | ||||||||
(4)Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation
The shareholders approved, on a non-binding advisory basis, of the frequency of future advisory votes on the compensation of the Company’s named executive officers by the following votes:
1 Year | 2 Years | 3 Years | Abstentions | Broker Non-Votes | ||||||||||
36,920,265 | 28,498 | 233,475 | 370,690 | 5,981,602 | ||||||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Diversified Energy Company | |||||||||||
May 12, 2026 | By: | /s/ Benjamin M. Sullivan | |||||||||
Date | Benjamin M. Sullivan | ||||||||||
Senior Executive Vice President, Chief Legal and Risk Officer and Corporate Secretary | |||||||||||