Diamondback Energy Files 8-K with Voting Matters and Exhibits

TL;DR

DBK filed an 8-K on 4/29 detailing shareholder votes and financial exhibits.

AI Summary

Diamondback Energy, Inc. filed an 8-K on April 29, 2024, reporting on matters submitted to a vote of security holders and other events. The filing includes financial statements and exhibits. The company's principal executive offices are located at 500 West Texas Ave., Suite 100, Midland, Texas.

Why It Matters

This 8-K filing provides updates on corporate actions and financial information for Diamondback Energy, Inc., which is crucial for investors to understand the company's governance and financial health.

Risk Assessment

Risk Level: low — This filing is a routine corporate disclosure and does not appear to contain significant new risks.

Key Players & Entities

• Diamondback Energy, Inc. (company) — Registrant
• April 26, 2024 (date) — Date of Earliest Event Reported
• April 29, 2024 (date) — Date of Report
• 500 West Texas Ave. Suite 100 (address) — Principal executive offices
• Midland, Texas (location) — Principal executive offices location

FAQ

Key Financial Figures

• $0.01 — ich registered Common stock, par value $0.01 per share FANG The Nasdaq Stock Mar

Filing Documents

• ef20027925_8k.htm (8-K) — 48KB
• ef20027925_ex99-1.htm (EX-99.1) — 11KB
• image00001.jpg (GRAPHIC) — 3KB
• 0001140361-24-023082.txt ( ) — 207KB
• fang-20240426.xsd (EX-101.SCH) — 4KB
• fang-20240426_lab.xml (EX-101.LAB) — 21KB
• fang-20240426_pre.xml (EX-101.PRE) — 16KB
• ef20027925_8k_htm.xml (XML) — 4KB

07

Item 5.07 Submission of Matters to a Vote of Security Holders. On April 26, 2024, the Company held a Special Meeting of stockholders (the " Special Meeting "), to consider certain proposals related to the Merger Agreement. As of the close of business on March 22, 2024, the record date for the Special Meeting, there were 178,339,978 shares of common stock, par value $0.01 per share, of the Company (" Company Common Stock ") outstanding and entitled to be voted at the Special Meeting. At the Special Meeting, the holders of a total of 161,775,462 shares of Company Common Stock, representing approximately 90.7% of the voting power of the issued and outstanding shares of Company Common Stock as of the record date, were present or represented by proxy at the Special Meeting, constituting a quorum. The following are the final voting results on proposals considered and voted upon at the Special Meeting, each of which is described in more detail in the Company's definitive proxy statement filed with the U.S. Securities and Exchange Commission on March 29, 2024. 1. Stock Issuance Proposal: To approve, for the purposes of complying with the applicable provisions of Nasdaq Listing Rule 5635, the issuance of an aggregate of 117,267,069 shares of Company Common Stock. For Against Abstain 148,982,468 197,120 103,375 2. Charter Amendment Proposal: To adopt an amendment to the Second Amended and Restated Certificate of Incorporation of the Company (the " Charter ") to increase the total number of authorized shares of Company Common Stock under the terms of the Charter from 400 million shares to 800 million shares of Company Common Stock. For Against Abstain 155,286,430 6,332,915 156,117 The Company's stockholders did not vote on the proposal to adjourn the Special Meeting to a later date or time because such adjournment was not necessary.

01

Item 8.01 Other Events. The closing of the transactions contemplated by the Merger Agreement is subject to the satisfaction or waiver of certain conditions, including the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the " HSR Act "). As previously disclosed, the Company and Endeavor each submitted the required notification and report forms under the HSR Act on February 26, 2024. The Company voluntarily withdrew its HSR Act notification and report form on March 27, 2024 and refiled it on March 28, 2024. -2- On April 29, 2024, the Company and Endeavor each received a request for additional information and documentary material (the " Second Request ") from the U.S. Federal Trade Commission (the " FTC ") in connection with the FTC's review of the transactions contemplated by the Merger Agreement. Issuance of the Second Request extends the waiting period under the HSR Act until 30 days after both the Company and Endeavor substantially comply with the Second Request, unless the waiting period is extended voluntarily by the parties or terminated earlier by the FTC. The Company and Endeavor will continue to work cooperatively with the FTC in its review. The Company expects that the transactions contemplated by the Merger Agreement will close in the fourth quarter of 2024, subject to the expiration or termination of the waiting period under the HSR Act and the satisfaction or waiver of the other customary closing conditions. On April 26, 2024, the Company issued a press release announcing the voting results of the Special Meeting. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

01

Item 9.01.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 99.1 Press Release, dated April 26, 2024

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K may contain "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act of 1934, as amended, which involve risks, uncertainties, and assumptions. All statements, other than statements of historical fact, including certain statements relating the anticipated timing of the proposed business combination transaction between Diamondback and Endeavor are forward-looking statements. When used in this Current Report on Form 8-K, the words "aim," "anticipate," "believe," "continue," "could," "estimate," "expect," "forecast," "future," "guidance," "intend," "may," "model," "outlook," "plan," "positioned," "potential," "predict," "project," "seek," "should," "target," "will," "would," and similar expressions (including the negative of such terms) are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. Although Diamondback believes that the expectations and assumptions reflected in its forward-looking statements are reasonable as and when made, they involve risks and uncertainties that are difficult to predict and, in many cases, beyond Diamondback's control. Accordingly, forward-looking statements are not guarantees of future performance and actual outcomes could differ materially from what Diamondback has expressed in its forward-looking statements. Factors that could cause the outcomes to differ materially include (but are not limited to) the following: the completion of the proposed transaction on anticipated terms and timing or at all, including obtaining regulatory approval and satisfying other conditions to the completion of the transaction; uncertainties as to whether the proposed transaction, if consummated, will achieve its anticipated benefits and projected synergies within the expected time period or at all; Diamondback's ability to integrate Endeavor's

SIGNATURES

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 hereunto duly authorized. DIAMONDBACK ENERGY, INC. Date: April 29, 2024 By: /s/ Kaes Van't Hof Name: Kaes Van't Hof Title: President and Chief Financial Officer