8-KLeadership ChangesShareholder Matters

Diamondback Energy, Inc. 8-K Report, Executive Changes (May 20, 2026)

Filed May 20, 2026For Securities:FANG

Summary

Diamondback Energy, Inc. (FANG) reported key leadership and governance updates following its 2026 Annual Meeting of Stockholders. Travis D. Stice transitioned from Executive Chairman to non-executive Chairman of the Board, a move aligned with a previously announced leadership transition plan. Mr. Stice will continue to serve on the Board and receive compensation per the company's non-employee director program, with the company covering COBRA premiums through year-end 2026. The filing also details the outcomes of the annual meeting's shareholder votes. All thirteen director nominees, including Mr. Stice, were overwhelmingly elected to serve until the 2027 Annual Meeting. Shareholders also approved, on an advisory basis, executive compensation and determined that an advisory vote on executive compensation will be held annually going forward, a decision to be re-evaluated by 2032. The appointment of Grant Thornton LLP as the independent auditor for fiscal year 2026 was also ratified by stockholders.

Key Highlights

  • 1Travis D. Stice transitioned from Executive Chairman to non-executive Chairman of the Board of Directors.
  • 2All 13 director nominees, including Travis D. Stice, were elected to serve until the 2027 Annual Meeting of Stockholders.
  • 3Stockholders approved, on an advisory basis, the compensation paid to the Company's named executive officers.
  • 4Stockholders approved an annual advisory vote on executive compensation, with a re-evaluation scheduled by the 2032 annual meeting.
  • 5The appointment of Grant Thornton LLP as the independent auditor for fiscal year 2026 was ratified.

Frequently Asked Questions

Travis D. Stice has transitioned from Executive Chairman to non-executive Chairman of the Board of Directors as part of a planned leadership succession. This change allows him to continue contributing to the board in a non-executive capacity while enabling a new phase of leadership for the company.

All thirteen nominated directors, including Travis D. Stice, were overwhelmingly elected by stockholders to serve until the 2027 Annual Meeting of Stockholders. The voting results show strong support for the current board composition.

Following the annual meeting, Diamondback Energy will hold an advisory vote on executive compensation every year. This decision was overwhelmingly supported by stockholders, and the company plans to reassess this frequency by its 2032 annual meeting.

Stockholders have ratified the appointment of Grant Thornton LLP as Diamondback Energy's independent auditor for the fiscal year ending December 31, 2026. This appointment received strong approval from shareholders.