Diamondback Energy Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders
$FANG
Oil & Gas Production
Energy
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): May 21, 2025
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As part of the leadership transition plan announced by Diamondback Energy, Inc. (the “Company”) in its Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on February 20, 2025 (the “Original Form 8-K”), Travis D. Stice stepped down as Chief Executive Officer of the Company and became Executive Chairman of the Board of Directors of the Company, in each case effective as of May 21, 2025, the date of the Company’s 2025 Annual Meeting of Stockholders (the “2025 Annual Meeting”). At the 2025 Annual Meeting, Mr. Stice was elected to continue to serve as a director of the Company until the 2026 Annual Meeting of Stockholders or until his successor is duly elected and qualified, as discussed in more detail in Item 5.07 below.
Effective as of the date of the 2025 Annual Meeting, Kaes Van’t Hof, former President of the Company, succeeded Mr. Stice as Chief Executive Officer. At the 2025 Annual Meeting, Mr. Van’t Hof was also elected to serve as a director of the Company until the 2026 Annual Meeting of Stockholders or until his successor is duly elected and qualified, as discussed in more detail in Item 5.07 below.
The full biographies and, to the extent applicable, the information required by Item 404(a) of Regulation S-K with respect to Messrs. Stice and Van't Hof, respectively, are included in the Company’s definitive proxy statement on Schedule 14A, filed by the Company with the SEC on April 10, 2025 (the “2025 Proxy Statement”), and are incorporated into this Item 5.02 by reference.
The description of the compensation arrangements with Messrs. Stice and Van’t Hof in their roles as Executive Chairman and Chief Executive Officer of the Company, respectively, is included in the Original Form 8-K and is incorporated into this Item 5.02 by reference. The letter agreement with Mr. Stice setting forth the terms of his service as Executive Chairman was filed as Exhibit 10.1 to the Original Form 8-K and is incorporated into this Item 5.02 by reference.
David L. Houston, who served as a director of the Company since the Company’s initial public offering, did not stand for re-election at the 2025 Annual Meeting and retired as a director and member of the Company’s Audit Committee and Safety, Sustainability and Corporate Responsibility Committee, effective as of the date of the 2025 Annual Meeting. Mr. Houston’s decision to retire and not stand for re-election at the 2025 Annual Meeting was previously reported in the Original Form 8-K and the 2025 Proxy Statement.
Item 5.07. Submission of Matters to a Vote of Security Holders.
As discussed in Item 5.02 above, on May 21, 2025, the Company held the 2025 Annual Meeting at the Petroleum Club of Midland at 501 West Wall Street, Midland, Texas 79701. At the 2025 Annual Meeting, the Company’s stockholders voted on four proposals, each of which is described in more detail in the 2025 Proxy Statement. The following is a brief description of each matter voted upon and the results of such voting, including the number of votes cast for each matter and the number of votes cast against, abstentions and broker non-votes, if applicable, with respect to each matter.
Proposal 1
Travis D. Stice, Vincent K. Brooks, Darin G. Holderness, Rebecca A. Klein, Stephanie K. Mains, Charles A. Meloy, Mark L. Plaumann, Robert K. Reeves, Lance W. Robertson, Melanie M. Trent, Frank D. Tsuru, Kaes Van't Hof and Steven E. West were elected to serve as the Company’s directors until the 2026 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified. The results of the stockholder vote on Proposal 1 were as follows:
| Name of Nominee | For | Against | Abstain | Non-Votes | Uncast | |||||||||||||||||||||||||||
| Travis D. Stice | 257,331,320 | 4,026,367 | 150,637 | 13,594,507 | — | |||||||||||||||||||||||||||
| Vincent K. Brooks | 247,756,847 | 13,320,094 | 431,384 | 13,594,507 | — | |||||||||||||||||||||||||||
Darin G. Holderness | 261,152,449 | 199,854 | 156,022 | 13,594,507 | — | |||||||||||||||||||||||||||
| Rebecca A. Klein | 259,928,073 | 1,426,958 | 153,294 | 13,594,507 | — | |||||||||||||||||||||||||||
| Stephanie K. Mains | 260,161,417 | 1,194,499 | 152,409 | 13,594,507 | — | |||||||||||||||||||||||||||
Charles A. Meloy | 259,155,420 | 2,197,228 | 155,677 | 13,594,507 | — | |||||||||||||||||||||||||||
| Mark L. Plaumann | 254,027,871 | 7,323,797 | 156,657 | 13,594,507 | — | |||||||||||||||||||||||||||
Robert K. Reeves | 259,790,184 | 1,562,192 | 155,397 | 13,594,507 | 552 | |||||||||||||||||||||||||||
Lance W. Robertson | 257,977,566 | 3,375,493 | 155,266 | 13,594,507 | — | |||||||||||||||||||||||||||
| Melanie M. Trent | 255,259,754 | 6,015,470 | 233,100 | 13,594,507 | — | |||||||||||||||||||||||||||
| Frank D. Tsuru | 260,221,737 | 1,130,962 | 155,626 | 13,594,507 | — | |||||||||||||||||||||||||||
Kaes Van't Hof | 259,604,469 | 1,748,256 | 155,599 | 13,594,507 | — | |||||||||||||||||||||||||||
| Steven E. West | 258,594,205 | 2,756,937 | 157,183 | 13,594,507 | — | |||||||||||||||||||||||||||
Proposal 2
The Company’s stockholders approved, on an advisory basis, the compensation paid to the Company’s named executive officers. The results of the stockholder vote on Proposal 2 were as follows:
| For | Against | Abstain | Non-Votes | Uncast | ||||||||||||||||||||||
| 253,876,685 | 7,249,885 | 381,755 | 13,594,507 | — | ||||||||||||||||||||||
Proposal 3
The appointment of Grant Thornton LLP as the Company’s independent auditors for the fiscal year ending December 31, 2025 was ratified. The results of the stockholder vote on Proposal 3 were as follows:
| For | Against | Abstain | Non-Votes | Uncast | ||||||||||||||||||||||
| 272,585,670 | 2,335,212 | 181,790 | — | 160 | ||||||||||||||||||||||
Proposal 4
The Company’s stockholders voted against the stockholder proposal requesting stockholder approval of certain executive severance arrangements. The results of the stockholder vote on Proposal 4 were as follows:
| For | Against | Abstain | Non-Votes | Uncast | ||||||||||||||||||||||
| 55,652,005 | 205,457,636 | 398,366 | 13,594,507 | 317 | ||||||||||||||||||||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| DIAMONDBACK ENERGY, INC. | ||||||||||||||
| Date: | May 21, 2025 | |||||||||||||
| By: | /s/ Teresa L. Dick | |||||||||||||
| Name: | Teresa L. Dick | |||||||||||||
| Title: | Executive Vice President, Chief Accounting Officer and Assistant Secretary | |||||||||||||