SEC Filing | Diamondback Energy, Inc.

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fang-20220609

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): June 9, 2022

___________

DIAMONDBACK ENERGY, INC.

(Exact Name of Registrant as Specified in Charter)

001-35700

45-4502447

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer

Identification Number)

500 West Texas

Suite 1200

Midland,

79701

(Address of principal
executive offices)

(Zip code)

(432) 221-7400

(Registrant's telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K 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 Securities Exchange Act of 1934:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	FANG	The Nasdaq Stock Market LLC
		(NASDAQ Global Select Market)

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 June 9, 2022, Diamondback Energy, Inc. (the “Company”) held its 2022 Annual Meeting of Stockholders (the “Annual Meeting”) at 100 Oklahoma City Blvd, Oklahoma City, Oklahoma 73109. At the Annual Meeting, the Company’s stockholders voted on three proposals, each of which is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 28, 2022. 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, Michael P. Cross, David L. Houston, Stephanie K. Mains, Mark L. Plaumann, Melanie M. Trent and Steven E. West were elected to continue to serve as the Company’s directors until the 2023 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified. The results of the vote on Proposal 1 were as follows:


Name of Nominee	For	Against	Abstain	Non-Votes
Travis D. Stice	130,433,599	14,184,318	89,015	12,991,219
Vincent K. Brooks	134,936,926	9,293,909	476,097	12,991,219
Michael P. Cross	139,605,107	5,010,163	91,662	12,991,219
David L. Houston	139,622,796	4,999,802	84,334	12,991,219
Stephanie K. Mains	141,825,240	2,812,305	69,387	12,991,219
Mark L. Plaumann	139,257,463	5,224,864	224,605	12,991,219
Melanie M. Trent	136,978,645	7,417,176	311,111	12,991,219
Steven E. West	141,497,711	2,985,566	223,655	12,991,219

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 vote on Proposal 2 were as follows:


For	Against	Abstain	Non-Votes
138,016,558	6,546,079	144,295	12,991,219

Proposal 3

The appointment of Grant Thornton LLP as the Company’s independent auditors for the fiscal year ending December 31, 2022 was ratified. The results of the vote on Proposal 3 were as follows:


For	Against	Abstain	Non-Votes
156,545,479	1,086,448	66,224	—

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:

June 14, 2022

By:

/s/ Teresa L. Dick

Name:

Teresa L. Dick

Title:

Executive Vice President, Chief Accounting Officer and Assistant Secretary