--- schema_version: "secwatch.filing_event.v1" accession: "0001539838-23-000086" form_type: "8-K" ticker: "FANG" cik: "0001539838" company_name: "Diamondback Energy, Inc." filed_at: "2023-06-14T23:59:59+00:00" generated_at: "2026-06-14T01:13:04.704662+00:00" event_type: "regulatory" sentiment: "neutral" materiality_score: 0.4 calibrated_materiality_score: 0.4 confidence: "high" source: SEC EDGAR --- # Diamondback Energy stockholders approve charter amendments at 2023 annual meeting ## Summary - Stockholders approved removal of 66 2/3% supermajority vote requirement for charter amendments and director removal (Proposal 3). - Stockholders approved allowing holders of at least 25% voting power for one year to call special meetings (Proposal 4). - Stockholders approved officer exculpation under new Delaware law (Proposal 5). - Nine directors elected including Travis Stice, Vincent Brooks, etc., with votes ranging from 143.9M to 150.6M for. - Advisory vote on executive compensation approved (145.4M for, 5.3M against). ## SEC filing metadata - accession: 0001539838-23-000086 - form_type: 8-K - ticker: FANG - cik: 0001539838 - company_name: Diamondback Energy, Inc. - filed_at: 2023-06-14T23:59:59+00:00 - event_type: regulatory - sentiment: neutral - materiality_score: 0.4 - calibrated_materiality_score: 0.4 - confidence: high - sec_items: 3.03, 5.07, 5.03, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1539838/000153983823000086/0001539838-23-000086-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1539838/000153983823000086/fang-20230608.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001539838-23-000086 - JSON: https://secwatch.observer/filing/0001539838-23-000086.json - Plain text: https://secwatch.observer/filing/0001539838-23-000086.txt ## Key facts - Governance Changes Diamondback Energy, Inc.: Removed supermajority vote standards from bylaws and provided special meeting right for qualifying stockholders (effective 2023-06-08). - Change: bylaw amendment - Effective: 2023-06-08 source text: consistent with the Charter Amendments reflected in the Second Amended and Restated Charter, the Fourth A&R Bylaws: (i) remove the 66 2/3% supermajority vote standards from the bylaws to align them with the Second Amended and Restated Charter; and (ii) provide the Company’s stockholders holding, for their own account, the Requisite Percent of the Company’s voting stock and acting on their own behalf (and not on behalf of any other person or entity) the right to request a special meeting evidence_url: https://www.sec.gov/Archives/edgar/data/1539838/000153983823000086/0001539838-23-000086-index.htm - Governance Changes Diamondback Energy, Inc.: Removed supermajority vote requirements, provided special meeting right for 25% net long holders, and added officer exculpation under Delaware law (effective 2023-06-08). - Change: charter amendment - Effective: 2023-06-08 source text: to: (i) remove the 66 2/3% supermajority vote requirements for the stockholders to approve certain amendments to the Company Charter and to remove directors from office; (ii) provide that stockholders holding at least 25% of the voting power, determined on a net long basis (the “Requisite Percent”), for at least one year, may call special meetings of stockholders; and (iii) approve charter amendments to reflect new Delaware law provisions regarding officer exculpation (each, a “Charter Amendment,” and, collectively, the “Charter Amendments”). evidence_url: https://www.sec.gov/Archives/edgar/data/1539838/000153983823000086/0001539838-23-000086-index.htm - Shareholder Votes Diamondback Energy, Inc. shareholders approved Advisory vote on executive compensation at the 2023-06-08 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2023-06-08 source text: 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 145,449,130 5,341,364 145,429 12,793,957 evidence_url: https://www.sec.gov/Archives/edgar/data/1539838/000153983823000086/0001539838-23-000086-index.htm - Shareholder Votes Diamondback Energy, Inc. shareholders approved Amendment to Charter to remove supermajority vote requirements at the 2023-06-08 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-06-08 source text: The amendments to the Company Charter to remove the 66 2/3% supermajority vote requirements for the stockholders to approve certain amendments to the Company Charter and to remove directors from office were approved. The results of the stockholder vote on Proposal 3 were as follows: For Against Abstain Non-Votes 148,286,607 2,514,446 134,870 12,793,957 evidence_url: https://www.sec.gov/Archives/edgar/data/1539838/000153983823000086/0001539838-23-000086-index.htm - Shareholder Votes Diamondback Energy, Inc. shareholders approved Election of Directors at the 2023-06-08 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-06-08 source text: Travis D. Stice, Vincent K. Brooks, David L. Houston, Rebecca A. Klein, Stephanie K. Mains, Mark L. Plaumann, Melanie M. Trent, Frank D. Tsuru and Steven E. West, were elected to continue to serve as the Company’s directors until the 2024 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 Travis D. Stice 146,294,233 4,548,915 92,775 12,793,957 Vincent K. Brooks 148,017,867 2,797,242 120,814 12,793,957 David L. Houston 147,257,323 3,596,063 82,537 12,793,957 Rebecca A. Klein 150,551,982 317,560 66,381 12,793,957 Stephanie K. Mains 147,674,329 3,042,639 218,955 12,793,957 Mark L. Plaumann 146,218,132 4,630,140 87,651 12,793,957 Melanie M. Trent 143,867,459 7,000,962 67,502 12,793,957 Frank D. Tsuru 150,546,811 307,746 81,366 12,793,957 Steven E. West 149,342,915 1,509,378 83,630 12,793,957 evidence_url: https://www.sec.gov/Archives/edgar/data/1539838/000153983823000086/0001539838-23-000086-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.