[8-K] Diamondback Energy, Inc. Reports Material Event

Rhea-AI Filing Summary

Diamondback Energy, Inc. reported leadership and voting outcomes from its 2026 Annual Meeting held on May 20, 2026. As part of a previously announced transition plan, Travis D. Stice stepped down as Executive Chairman and became non-executive Chairman of the Board.

Stockholders elected all 13 director nominees to serve until the 2027 annual meeting. They also approved, on an advisory basis, the compensation paid to named executive officers and chose to hold this advisory “say-on-pay” vote every year, with the Board planning to revisit the frequency no later than the 2032 meeting.

Stockholders ratified the appointment of Grant Thornton LLP as independent auditor for the fiscal year ending December 31, 2026. Mr. Stice will be compensated under the non-employee director program, and the Company will reimburse his COBRA health coverage premiums through December 31, 2026.

8-K Event Classification

2 items: 5.02, 5.07

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Annual meeting date: May 20, 2026 Say-on-pay For votes: 245,941,011 votes Say-on-pay Against votes: 3,547,122 votes +4 more

7 metrics

Annual meeting date May 20, 2026 Date of 2026 Annual Meeting of Stockholders

Say-on-pay For votes 245,941,011 votes Advisory approval of executive compensation (Proposal 2)

Say-on-pay Against votes 3,547,122 votes Votes against advisory executive compensation (Proposal 2)

1-year frequency votes 246,338,007 votes Support for annual say-on-pay frequency (Proposal 3)

Auditor ratification For votes 263,223,128 votes Ratification of Grant Thornton LLP for 2026 (Proposal 4)

Broker non-votes on Proposal 2 14,899,987 votes Non-votes on advisory executive compensation

COBRA coverage reimbursement end December 31, 2026 End date for reimbursed COBRA premiums for Mr. Stice

Key Terms

non-executive Chairman, advisory basis, broker non-votes, COBRA group health continuation coverage, +1 more

5 terms

non-executive Chairman financial

"stepped down as Executive Chairman of the Board of Directors ... and became non-executive Chairman of the Board"

advisory basis financial

"The Company’s stockholders approved, on an advisory basis, the compensation paid"

broker non-votes financial

"including the number of votes cast for each matter and the number of votes cast against, abstentions and broker non-votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

COBRA group health continuation coverage other

"Through December 31, 2026, the Company will reimburse the cost of premiums for COBRA group health continuation coverage"

independent auditor financial

"The appointment of Grant Thornton LLP as the Company’s independent auditor for the fiscal year ending December 31, 2026 was ratified"

An independent auditor is an outside, qualified accounting professional or firm that examines a company's financial records and controls to determine whether its financial statements are accurate and prepared according to accepted accounting rules. Like a neutral referee or home inspector, the auditor issues a report that gives investors confidence (or raises red flags) about the reliability of the numbers, which affects assessments of risk, valuation and investment decisions.

Understanding 8-K Material Events →

false000153983800015398382026-05-202026-05-20

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): May 20, 2026

___________

DIAMONDBACK ENERGY, INC.

(Exact Name of Registrant as Specified in Charter)

DE

001-35700

45-4502447

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

500 West Texas Ave.

Suite 100

Midland,

TX

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, par value $0.01 per share			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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As part of the leadership transition plan previously announced by Diamondback Energy, Inc. (the “Company”) in its Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on February 20, 2025 (the “Original Form 8-K”), Travis D. Stice stepped down as Executive Chairman of the Board of Directors of the Company (the “Board”) and became non-executive Chairman of the Board, in each case effective as of May 20, 2026, the date of the Company’s 2026 Annual Meeting of Stockholders (the “2026 Annual Meeting”).

His full biography and, to the extent applicable, the information required by Item 404(a) of Regulation S-K with respect to Mr. Stice, are included in the Company’s definitive proxy statement on Schedule 14A, filed by the Company with the SEC on April 9, 2026 (the “2026 Proxy Statement”), and are incorporated into this Item 5.02 by reference.

As non-executive Chairman, Mr. Stice will be compensated in accordance with the Company’s compensation program for non-employee members of the Board as in effect from time to time. Through December 31, 2026, the Company will reimburse the cost of premiums for COBRA group health continuation coverage. The letter agreement with Mr. Stice setting forth the terms of his service as Executive Chairman and his transition to non-executive Chairman was filed as Exhibit 10.1 to the Original Form 8-K and is incorporated into this Item 5.02 by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

As discussed in Item 5.02 above, on May 20, 2026, the Company held the 2026 Annual Meeting at its headquarters located at Fasken Center, 500 West Texas Avenue, Midland, Texas 79701. At the 2026 Annual Meeting, the Company’s stockholders voted on four proposals, each of which is described in more detail in the 2026 Proxy Statement. 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, and with respect to Proposal 3, in favor of holding a future advisory vote on the compensation paid to the Company’s named executive officers on a one-year, two-year or three-year basis. Voting results are, when applicable, reported by rounding fractional share voting up or down to the nearest whole number.

Proposal 1

Travis D. Stice, Vincent K. Brooks, Darin G. Holderness, Rebecca A. Klein, Stephanie K. Mains, Charles A. Meloy, Mark L. Plaumann, Robert K. Reeves, Lance W. Robertson, Melanie M. Trent, Frank D. Tsuru, Kaes Van't Hof and Steven E. West were elected to serve as the Company’s directors until the 2027 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						245,001,012						4,645,408						128,706						14,899,987
Vincent K. Brooks						233,617,270						16,010,785						147,071						14,899,987
Darin G. Holderness						248,520,600						1,119,653						134,873						14,899,987
Rebecca A. Klein						247,691,387						1,952,546						131,193						14,899,987
Stephanie K. Mains						248,489,008						1,154,952						131,166						14,899,987
Charles A. Meloy						246,700,371						2,935,825						138,930						14,899,987
Mark L. Plaumann						242,371,379						7,262,887						140,860						14,899,987
Robert K. Reeves						244,547,579						5,095,235						132,312						14,899,987
Lance W. Robertson						245,238,726						4,402,765						133,635						14,899,987
Melanie M. Trent						243,766,461						5,790,516						218,149						14,899,987
Frank D. Tsuru						248,527,638						1,113,458						134,030						14,899,987
Kaes Van't Hof						246,640,320						2,991,065						143,741						14,899,987
Steven E. West						246,404,396						3,231,042						139,688						14,899,987

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 stockholder vote on Proposal 2 were as follows:

For						Against						Abstain						Non-Votes
245,941,011						3,547,122						286,994						14,899,987

Proposal 3

The Company’s stockholders approved, on an advisory basis, the frequency of holding an advisory vote on the compensation paid to the Company’s named executive officers. The results of the stockholder vote on Proposal 3 were as follows:

1 Year						2 Years						3 Years						Abstain						Non-Votes
246,338,007						371,078						2,888,098						177,944						14,899,987

In light of these results, the Board determined that the Company will hold an advisory vote on the compensation paid to the Company’s named executive officers every year. The Company will re-evaluate this determination in connection with its next stockholder advisory vote regarding the frequency of future advisory votes on the compensation paid to the Company’s named executive officers, which shall be no later than the Company’s annual meeting of stockholders in 2032.

Proposal 4

The appointment of Grant Thornton LLP as the Company’s independent auditor for the fiscal year ending December 31, 2026 was ratified. The results of the stockholder vote on Proposal 4 were as follows:

For						Against						Abstain						Non-Votes
263,223,128						1,308,991						142,994						—

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 hereunto duly authorized.

DIAMONDBACK ENERGY, INC.

Date:

May 20, 2026

By:

/s/ Teresa L. Dick

Name:

Teresa L. Dick

Title:

Executive Vice President, Chief Accounting Officer and Assistant Secretary

FAQ

What leadership change did Diamondback Energy (FANG) announce on May 20, 2026?

Diamondback Energy reported that Travis D. Stice stepped down as Executive Chairman and became non-executive Chairman effective May 20, 2026. He will now be paid under the non-employee director program, and the company will reimburse his COBRA health coverage premiums through December 31, 2026.

Which directors were elected at Diamondback Energy’s 2026 Annual Meeting?

Stockholders elected 13 directors, including Travis D. Stice, Kaes Van't Hof, and Steven E. West, to serve until the 2027 annual meeting. Each nominee received significantly more votes “For” than “Against”, with for-votes generally around 242–248 million and consistent broker non-votes of 14,899,987.

How did Diamondback Energy (FANG) stockholders vote on executive compensation in 2026?

Stockholders approved, on an advisory basis, the compensation paid to named executive officers. Proposal 2 received 245,941,011 votes For, 3,547,122 Against, and 286,994 Abstentions, with 14,899,987 broker non-votes. This shows broad support for the company’s current executive pay practices in 2026.

What say-on-pay vote frequency did Diamondback Energy investors choose?

For Proposal 3, investors favored an annual advisory say-on-pay vote. The 1-year option received 246,338,007 votes, versus 371,078 for 2 years and 2,888,098 for 3 years, plus 177,944 Abstentions. The Board will revisit this frequency no later than the 2032 annual meeting.

Who is Diamondback Energy’s independent auditor for 2026 and how was it approved?

Stockholders ratified Grant Thornton LLP as independent auditor for the fiscal year ending December 31, 2026. Proposal 4 received 263,223,128 votes For, 1,308,991 Against, and 142,994 Abstentions, with no broker non-votes, indicating strong overall support for retaining Grant Thornton.

What compensation-related benefits will Travis D. Stice receive after becoming non-executive Chairman?

As non-executive Chairman, Travis D. Stice will be paid under Diamondback’s standard compensation program for non-employee directors. Additionally, through December 31, 2026, the company will reimburse the cost of premiums for his COBRA group health continuation coverage, as outlined in a prior letter agreement.

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 2.0 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT 14.6 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 25.6 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 15.2 KB