Diamondback Energy (FANG) Proxy filing summary

Executive summary

• Annual meeting scheduled for May 20, 2026, to elect 13 directors, approve executive compensation, determine frequency of say-on-pay votes, and ratify the independent auditor.

• Leadership transition: Travis D. Stice moved from CEO to Executive Chairman in 2025 and will become non-executive Chairman after the 2026 meeting; Kaes Van't Hof is now CEO.

• Completed a $26 billion merger with Endeavor Energy Resources in 2024, with Stephens Stockholders gaining board representation rights.

• Achieved $8.8 billion in operating cash flow and $5.5 billion in free cash flow in 2025; returned $4.05 per share in dividends and repurchased $2 billion in stock.

• Exceeded $1.5 billion in non-core asset sales and completed several strategic acquisitions and divestitures.

Voting matters and shareholder proposals

• Proposals include election of 13 directors, advisory approval of executive compensation, advisory vote on frequency of say-on-pay (recommended annually), and ratification of Grant Thornton LLP as auditor.

• Board recommends voting for all director nominees, for executive compensation, for annual say-on-pay, and for auditor ratification.

Board of directors and corporate governance

• Board expanded to 13 members, with 77% independent and 38% diverse (gender/ethnicity).

• Stephens Stockholders have rights to designate up to four directors based on ownership thresholds.

• All board committees are chaired by women or ethnically diverse directors.

• Board committees: Audit, Compensation, Nominating and Corporate Governance, Safety/Sustainability/Corporate Responsibility.

• Annual board and committee evaluations, director overboarding policy, and robust stockholder engagement.