DEC 6-K
Diversified Energy Co (DEC)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of April 2025
Commission File Number: 001-41870
Diversified Energy Company PLC
(Translation of registrant’s name into English)
1600 Corporate Drive
Birmingham, Alabama 35242
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
THIS REPORT ON FORM 6-K SHALL BE DEEMED TO BE INCORPORATED BY REFERENCE IN THE PROSPECTUS INCLUDED IN THE REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-276139) AND THE REGISTRATION STATEMENT ON FORM F-3ASR (FILE NO. 333-284846) OF DIVERSIFIED ENERGY COMPANY PLC, AND, IN EACH CASE, TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS FURNISHED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.
EXHIBIT INDEX
| Exhibit<br><br> <br>No. | Description |
|---|---|
| 99.1 | Results of Annual General Meeting. |
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 plc | ||
|---|---|---|
| April 9, 2025 | By: | /s/ Bradley G. Gray |
| Date | Bradley G. Gray | |
| President & Chief Financial Officer |
Exhibit 99.1
April 9, 2025
Diversified Energy Company PLC
(“Diversified” or the "Company")
Results of Annual General Meeting
Diversified Energy Company PLC (LSE: DEC, NYSE: DEC) is pleased to announce that all 20 resolutions put to shareholders at the Company's Annual General Meeting held on April 9, 2025 were duly passed.
The total votes were cast as follows:
| Resolution | For | % | Against | % | Withheld | |
|---|---|---|---|---|---|---|
| 1 | Receipt of Annual Report | 50,118,979 | 100 % | 90,746 | — % | 39,401 |
| 2 | Approval of Final Dividend | 50,186,943 | 100 % | 42,897 | — % | 19,286 |
| 3 | Authority to re-appoint Auditor | 53,936,715 | 100 % | 100,784 | — % | 49,749 |
| 4 | Authority to determine Auditor's Remuneration | 50,176,989 | 100 % | 47,950 | — % | 24,187 |
| 5 | Re-elect David Edward Johnson | 50,096,070 | 100 % | 126,406 | — % | 26,650 |
| 6 | Re-elect Robert "Rusty" Russell Hutson, Jr. | 50,079,603 | 100 % | 143,175 | — % | 26,348 |
| 7 | Re-elect Martin Keith Thomas | 48,239,720 | 96 % | 1,982,930 | 4 % | 26,476 |
| 8 | Re-elect David Jackson Turner, Jr. | 49,112,530 | 98 % | 1,108,448 | 2 % | 28,148 |
| 9 | Re-elect Sandra Mary Stash | 50,076,037 | 100 % | 145,379 | — % | 27,710 |
| 10 | Re-elect Kathryn Klaber | 46,216,417 | 92 % | 3,950,411 | 8 % | 82,298 |
| 11 | Authority to allot shares | 49,410,519 | 98 % | 810,329 | 2 % | 28,278 |
| 12 | Directors' Remuneration Report | 49,223,090 | 98 % | 984,189 | 2 % | 41,847 |
| 13 | Director's Remuneration Policy | 38,283,303 | 79 % | 10,373,294 | 21 % | 1,592,529 |
| 14 | Political donations & expenditures | 49,933,787 | 100 % | 226,129 | — % | 89,210 |
| 15 | Amendment to 2017 Equity Incentive Plan | 49,745,588 | 99 % | 250,196 | 1 % | 253,342 |
| 16 | Dis-apply pre-emption rights | 49,750,124 | 99 % | 257,326 | 1 % | 241,676 |
| 17 | Dis-apply pre-emption rights (Acquisitions) | 49,146,350 | 98 % | 854,587 | 2 % | 248,189 |
| 18 | Purchase of Company's own shares | 50,132,207 | 100 % | 75,167 | — % | 41,752 |
| 19 | Share Repurchase Contracts and Counterparties | 50,148,797 | 100 % | 69,100 | — % | 31,229 |
| 20 | Short General Meeting notice period | 49,221,371 | 98 % | 999,242 | 2 % | 28,513 |
Note: A vote "Withheld" is not a vote in law and is not counted in the calculation of the proportion of the votes "For" or "Against" shown.
The full text of the resolutions passed at the AGM has been submitted to the National Storage Mechanism and will shortly be available for inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
The Board of Diversified Energy Company PLC (the “Board”) is pleased to note that shareholders unanimously approved all of the general and special resolutions. Having actively engaged with many shareholders ahead of the AGM and throughout the year, the Board would like to thank shareholders for their input and continued support.
The Board notes that shareholders approved the resolutions with significant majorities, including Resolution 13 (Approval of the Director’s Remuneration Policy), which was passed with a majority vote of 79% in favor of the resolution.
The approved Director’s Remuneration Policy was developed through consultation with a significant number of the Company’s largest shareholders and proxy advisors, and the Board believes that the approved Remuneration Policy reinforces alignment of Executive Director compensation with long-term shareholder value creation and remuneration best-practice standards, and reflects competitive practices among the Company’s peers. The Board will continue to engage with key stakeholders on a regular basis while continuing the important focus on remuneration matters that properly align with US-based compensation practices. In accordance with provision 4 of the UK Corporate Governance Code, the Company will publish an update on this engagement, in accordance with the UK Corporate Governance Code, within six months of the 2025 AGM and a final summary in the Company's Annual Report for the 2025 Financial Year.
For further information, please contact:
| Diversified Energy Company PLC | +1 973 856 2757 |
|---|---|
| Doug Kris | [email protected] |
| Senior Vice President, Investor Relations & Corporate Communications | www.div.energy |
| FTI Consulting | [email protected] |
| U.S. & UK Financial Public Relations |
About Diversified Energy Company PLC
Diversified is a leading publicly traded energy company focused on natural gas and liquids production, transport, marketing, and well retirement. Through our differentiated strategy, we acquire existing, long-life assets and invest in them to improve environmental and operational performance until retiring those assets in a safe and environmentally secure manner. Recognized by ratings agencies and organizations for our sustainability leadership, this solutions-oriented, stewardship approach makes Diversified the Right Company at the Right Time to responsibly produce energy, deliver reliable free cash flow, and generate shareholder value.