Diversified Energy Co
For the period ended May 6, 2026. Filed Mar 24, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 6, 2026 · Filed Mar 24, 2026
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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☒
Filed by a party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material under § 240.14a-12 |
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DIVERSIFIED ENERGY COMPANY
(Name for Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required |
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| ☐ | Fee paid previously with preliminary materials |
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| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
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March 24, 2026
Dear Shareholder:
You are cordially invited to attend the 2026 Annual Meeting of Shareholders of Diversified Energy Company to be held on May 6, 2026, at 8:00 a.m. EDT. Due to the greater access that it provides to our shareholders, the Board of Directors has directed that the 2026 Annual Meeting be held as a “virtual meeting” via the internet. We have designed the format of the Annual Meeting to provide shareholders the same ability to participate that they would have at an in-person meeting.
The Notice of Annual Meeting and Proxy Statement accompanying this letter describes the business to be acted upon at the meeting. The Annual Report for the year ended December 31, 2025 is also enclosed.
On March 24, 2026, we mailed to many of our shareholders a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access our 2026 Proxy Statement and 2025 Annual Report and vote online. The Notice included instructions on how to request a paper or email copy of the proxy materials, including the Notice of Annual Meeting, Proxy Statement, Annual Report, and proxy card or voting instruction card. Shareholders who requested paper copies of the proxy materials or previously elected to receive the proxy materials electronically did not receive a Notice and will receive the proxy materials in the format requested.
Your vote is important. Whether or not you plan to attend the Annual Meeting, we encourage you to review the proxy materials and hope you will vote as soon as possible. You may vote by proxy over the internet or by telephone by using the instructions provided in the Notice. Alternatively, if you requested and received paper copies of the proxy materials by mail, you can also vote by mail by following the instructions on the proxy card or voting instruction card. Voting over the internet, by telephone, or by written proxy or voting instruction card will ensure your representation at the Annual Meeting regardless of whether you attend. Instructions regarding the three methods of voting are contained in the Notice or proxy card or voting instruction card.
Sincerely,
| David E. Johnson Independent Non-Executive Chairman of the Board | Robert Russell Hutson, Jr. Co-Founder & Chief Executive Officer |
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DIVERSIFIED ENERGY COMPANY
1600 Corporate Drive
Birmingham, AL 35242
NOTICE OF 2026 ANNUAL MEETING
OF SHAREHOLDERS
To Our Shareholders:
The 2026 Annual Meeting of Shareholders of Diversified Energy Company (“Diversified” or the “Company”) will be held on May 6, 2026, at 8:00 a.m. EDT. The 2026 Annual Meeting will be held virtually via the internet at www.virtualshareholdermeeting.com/DEC2026. The meeting will be held for the following purposes, all as more fully described in the accompanying Proxy Statement:
| 1 | To elect the five director nominees named in the Proxy Statement to serve a one-year term; |
| 2 | To ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company for the year 2026; |
| 3 | To vote on an advisory resolution approving executive compensation; |
| 4 | To vote on an advisory resolution on the frequency of future advisory resolutions approving executive compensation; and |
| 5 | To transact such other business as may properly come before the meeting or any adjournment or postponement thereof. |
The Board of Directors of the Company has fixed the close of business on March 13, 2026 as the record date for the determination of shareholders entitled to receive notice of, and to vote at, the Annual Meeting or any adjournment or postponement thereof.
If you experience technical difficulties during the check-in process, or at any time during the Annual Meeting, please call 1-844-986-0822 (U.S.) or +1 303-562-9302 (international) for technical support.
By Order of the Board of Directors,
Benjamin Sullivan
*Senior Executive Vice President
and Chief Legal & Risk Officer &
Corporate Secretary*
March 24, 2026
IMPORTANT VOTING INFORMATION
Your Participation in Voting the Shares You Own Is Important
If you are the beneficial owner of your shares (meaning that your shares are held in the name of a bank, broker or other nominee), you may receive a Notice of Internet Availability of Proxy Materials from the firm that holds the shares containing instructions that you must follow in order for your shares to be voted. Certain institutions offer telephone and internet voting. If you received the proxy materials in paper form, the materials include a voting instruction card so you can instruct the holder of record on how to vote your shares.
If you hold Depositary Interests, please refer to the section entitled “Information for Holders of Depositary Interests” in this Proxy Statement containing instructions that you must follow in order for your interests to be voted.
Brokers are not permitted to vote on certain items and may elect not to vote on any of the items, unless you provide voting instructions. To ensure that your shares are voted on all items, you will need to communicate your voting decisions to your bank, broker or other holder of record before the date of the Annual Meeting.
Voting your shares is important to ensure that you have a say in the governance of the Company and to fulfill the objectives of the majority voting standard that Diversified applies in the election of directors. Please review the proxy materials and follow the relevant instructions to vote your shares. We hope you will exercise your rights and fully participate as a shareholder in the future of Diversified Energy Company.
More Information Is Available
If you have any questions about the voting of your shares, participating in the Annual Meeting or the proxy voting process in general, please contact the bank, broker or other nominee through which you hold your shares. Additionally, you may contact the Company’s Investor Relations Department by sending an email to dkris@dgoc.com.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 6, 2026 The Proxy Statement and the Company’s 2025 Annual Report are available at www.div.energy. Your vote is very important. Whether or not you plan to attend the Annual Meeting, we hope you will vote as soon as possible. You may vote your shares via a toll-free telephone number or over the internet as instructed in the Notice of Internet Availability of Proxy Materials. Alternatively, if you received a paper copy of a proxy or voting instruction card by mail, you may submit your proxy or voting instruction card for the Annual Meeting by completing, signing, dating and returning your proxy or voting instruction card in the pre-addressed envelope provided. No postage is required if the card is mailed in the United States. If you attend the meeting, you may vote during the meeting via the internet, even if you have previously returned your proxy or voting instruction card or voted by telephone or the internet. We will provide without charge to you a copy of the 2025 Annual Report on Form 10-K, upon written or oral request. You may direct such a request to us via email to legal@dgoc.com, or by submitting a written request to the Company’s Investor Relations Department, at 1600 Corporate Drive, Birmingham, Alabama 35242 or contacting the Company’s Investor Relations Department by telephone, at +1 973 856 2757.
TABLE OF CONTENTS
| PROXY STATEMENT SUMMARY | 1 |
|---|---|
| CORPORATE GOVERNANCE | 9 |
| CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS | 15 |
| COMPENSATION OF DIRECTORS | 16 |
| ITEM 1—ELECTION OF DIRECTORS | 17 |
| QUALIFICATIONS AND SKILLS OF DIRECTORS | 17 |
| DIRECTOR NOMINEES | 18 |
| ITEM 2—RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS | 21 |
| PRINCIPAL ACCOUNTING FEES AND SERVICES | 21 |
| REPORT OF THE AUDIT AND RISK COMMITTEE | 23 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 24 |
| DELINQUENT SECTION 16(A) REPORTS | 25 |
| ITEM 3—ADVISORY RESOLUTION APPROVING EXECUTIVE COMPENSATION | 26 |
| ITEM 4—ADVISORY RESOLUTION ON THE FREQUENCY OF FUTURE ADVISORY RESOLUTIONS APPROVING EXECUTIVE COMPENSATION | 27 |
| EXECUTIVE OFFICERS | 28 |
| COMPENSATION DISCUSSION AND ANALYSIS | 30 |
| OVERVIEW | 30 |
| ELEMENTS OF OUR COMPENSATION PROGRAM | 32 |
| OTHER COMPENSATION-RELATED POLICIES AND MATTERS | 36 |
| COMPENSATION COMMITTEE REPORT | 37 |
| EXECUTIVE COMPENSATION TABLES | 38 |
| SUMMARY COMPENSATION TABLE | 38 |
| GRANTS OF PLAN-BASED AWARDS TABLE | 40 |
| OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2025 | 41 |
| OPTION EXERCISES AND STOCK VESTED TABLE | 42 |
| POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL | 43 |
| CEO PAY RATIO | 45 |
| PAY VERSUS PERFORMANCE | 46 |
| SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS | 49 |
| INFORMATION ABOUT THE ANNUAL MEETING, PROXY VOTING AND OTHER INFORMATION | 50 |
| OTHER BUSINESS | 52 |
| FORWARD-LOOKING STATEMENTS | 52 |
| SHAREHOLDER PROPOSALS FOR 2027 ANNUAL MEETING | 53 |
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