Diversified Energy (DEC) Proxy filing summary

Executive summary

• The 2026 Annual Meeting will be held virtually on May 6, 2026, with shareholders able to vote online, by phone, or by mail; the record date is March 13, 2026.

• Key 2025 achievements include a 37% increase in daily production, $2 billion in acquisitions, $185 million returned to shareholders, and a redomiciliation to Delaware.

• The company emphasizes a strong corporate culture, core values, and daily priorities focused on safety, efficiency, and environmental stewardship.

Voting matters and shareholder proposals

• Shareholders will vote on electing five directors for one-year terms, ratifying PwC as auditor, approving executive compensation, and determining the frequency of future say-on-pay votes (Board recommends annual votes).

• Shareholder proposals for the 2027 meeting must be submitted by November 24, 2026.

Board of directors and corporate governance

• The Board consists of five members, four of whom are independent; all directors are elected annually by majority vote.

• The Board has four standing committees: Audit and Risk, Compensation, Nominating and Corporate Governance, and Sustainability and Safety, all composed of independent directors.

• Annual Board and committee evaluations are conducted, and succession planning is overseen by the Nominating and Corporate Governance Committee.

• The company has adopted codes of conduct, insider trading, anti-hedging, and anti-pledging policies.