DIAMONDBACK ENERGY, INC.

INTERNET

BY TELEPHONE

BY MAIL

ANNUAL MEETING

Follow the instructions on the Notice of Internet Availability of Proxy Materials or the proxy card to vote through the Internet

Follow the instructions on the proxy card to vote by phone

If you request to receive a paper copy of our proxy materials, mark, sign, date and promptly return the proxy card in the postage-paid envelope

Submit a ballot at the Annual Meeting

DEF 14A 1 lfang2021_def14a.htm DIAMONDBACK ENERGY, INC. - DEF 14A DIAMONDBACK ENERGY, INC. - DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

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Filed by a Party other than the Registrant

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	Definitive Proxy Statement
	Definitive Additional Materials
	Soliciting Material under § 240.14a-12

DIAMONDBACK ENERGY, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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About Diamondback

Diamondback is an independent oil and natural gas company headquartered in Midland, Texas focused on the acquisition, development, exploration and exploitation of unconventional, onshore oil and natural gas reserves in the Permian Basin in West Texas.

Core Values

Diamondback Energy and the culture we have developed are grounded in a unique set of core values that are adhered to throughout the entire organization. By establishing core values, we have set the bar extremely high for all of our employees in terms of how they operate and interact, both within the office and out in the field.

MESSAGE FROM OUR CHAIRMAN

500 West Texas, Suite 1200

Midland, Texas 79701

STEVEN E. WEST

CHAIRMAN OF THE BOARD

April 23, 2021

Dear Diamondback Energy, Inc. Stockholder:

On behalf of your board of directors and management, you are cordially invited to attend the Annual Meeting of Stockholders to be held at 1200 N Walker Ave, Oklahoma City, Oklahoma 73103 on Thursday, June 3, 2021, at 11:30 a.m.

We intend to hold our annual meeting in person. However, we are monitoring the public health, travel and business and social gathering concerns of our stockholders and employees in light of the ongoing COVID-19 pandemic, as well as any related restrictions and protocols by federal, state and local governments. We plan to take any necessary and appropriate precautions with respect to attendance at, and admission to, our annual meeting. We may also determine it to be necessary or appropriate to hold a virtual annual meeting of stockholders by means of remote communication. We will announce any such alternative arrangements and provide detailed instructions as soon as practicable in advance of the meeting by press release and posting on our website at www.diamondbackenergy.com, as well as through an SEC filing. If you are planning to attend the annual meeting, please be sure to check our website for any updates in the days before our annual meeting.

It is important that your shares be represented at the meeting. Whether or not you plan to attend the meeting in person, we urge you to grant your proxy to vote your shares by telephone or through the Internet by following the instructions included on the Notice of Internet Availability of Proxy Materials that you received, or if you requested to receive a paper copy of the proxy card, to mark, date, sign and return the proxy card in the envelope provided. Please note that submitting a proxy will not prevent you from attending the meeting in person and voting at such meeting. Please note, however, if a broker or other nominee holds your shares of record and you wish to vote at the meeting, you must obtain from that registered holder a proxy card issued in your name.

You will find information regarding the matters to be voted on at the meeting in the proxy statement. Your interest in Diamondback Energy, Inc. is appreciated. We look forward to your vote at the annual meeting to be held on June 3, 2021.

Sincerely,


	Notice of Annual Meeting of Stockholders
TO BE HELD ON JUNE 3, 2021 11:30 a.m., local time 1200 N Walker Ave Oklahoma City, Oklahoma 73103		TO THE STOCKHOLDERS OF DIAMONDBACK ENERGY, INC.: The Annual Meeting of Stockholders of Diamondback Energy, Inc. will be held on June 3, 2021 at 11:30 a.m., local time, at 1200 N Walker Ave, Oklahoma City, Oklahoma 73103, for the following purposes:

		1.	To elect eight directors to serve until the Company’s 2021 Annual Meeting of Stockholders;
		2.	To hold an advisory vote on the Company’s executive compensation;
		3.	To approve an amendment to the Company’s amended and restated certificate of incorporation to increase the total number of authorized shares of common stock from 200,000,000 shares to 400,000,000 shares;
		4.	To approve the Company’s 2021 Amended and Restated Equity Incentive Plan;
		5.	To ratify the appointment of Grant Thornton LLP as the Company’s independent auditors for the fiscal year ending December 31, 2021; and
		6.	To transact such other business as may properly come before the Annual Meeting and any adjournment or postponement thereof.
		COVID-19 CONSIDERATIONS AND THE ANNUAL MEETING:

		We intend to hold the Annual Meeting in person. However, we are monitoring the public health, travel and business and social gathering concerns of our stockholders and employees in light of the ongoing COVID-19 pandemic, as well as any related restrictions and protocols from federal, state and local governments. We plan on taking any necessary and appropriate precautions with respect to attendance at and admission to the Annual Meeting. We may also determine it to be necessary or appropriate to hold a virtual annual meeting of stockholders by means of remote communication. We will announce any such alternative arrangements and provide detailed instructions as soon as practicable in advance of the meeting by press release and posting on our website at www.diamondbackenergy.com, as well as through an SEC filing. If you are planning to attend the Annual Meeting, please be sure to check our website for any updates in the days before the Annual Meeting. As always, we encourage you to vote your shares prior to the Annual Meeting.

DIAMONDBACK ENERGY, INC. • 2021 PROXY STATEMENT

We are providing access to our proxy materials, including this proxy statement and our 2020 Annual Report to Stockholders, over the Internet. As a result, we are mailing to our stockholders a Notice of Internet Availability of Proxy Materials instead of a paper copy of our proxy materials. The notice contains instructions on how to access those proxy materials over the Internet, as well as instructions on how to request a paper or email copy of our proxy materials. Those stockholders who request a paper copy of our proxy materials as provided in the Notice of Internet Availability will receive such proxy materials by mail. This electronic distribution process reduces the environmental impact and lowers the costs of printing and distributing our proxy materials.

Your vote is important. Please carefully consider the proposals and vote in one of these ways:

Only stockholders of record at the close of business on April 8, 2021 or their proxy holders may vote at the meeting.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 3, 2021. THIS PROXY STATEMENT AND THE COMPANY’S 2020 ANNUAL REPORT TO STOCKHOLDERS ARE AVAILABLE AT WWW.ENVISIONREPORTS.COM/FANG.

By Order of the Board of Directors,

Matt Zmigrosky

Executive Vice President, General
Counsel and Secretary

April 23, 2021

The Notice of Internet Availability of Proxy Materials is first being mailed to stockholders on April 23, 2021.

DIAMONDBACK ENERGY, INC. • 2021 PROXY STATEMENT

Table of Contents

PROXY SUMMARY	06
VOTING MATTERS	06

ABOUT THE ANNUAL MEETING	10

PROPOSAL 1: ELECTION OF DIRECTORS	14
DIRECTOR NOMINATIONS	14

CORPORATE GOVERNANCE MATTERS	20
CORPORATE GOVERNANCE HIGHLIGHTS	20
CORPORATE GOVERNANCE GUIDELINES	21
DIRECTOR QUALIFICATIONS AND NOMINATION PROCESS	21
DIRECTOR INDEPENDENCE	23
BOARD LEADERSHIP STRUCTURE	23
BOARD MEETINGS, COMMITTEES AND MEMBERSHIP	24
BOARD EVALUATION PROCESS	26
BOARD’S ROLE IN RISK OVERSIGHT	26
STOCKHOLDER ENGAGEMENT	27
CORPORATE RESPONSIBILITY AND SUSTAINABILITY	28
CODE OF BUSINESS ETHICS AND CONDUCT	30
COMMUNICATIONS WITH THE BOARD	31
DIRECTOR COMPENSATION	31

AUDIT COMMITTEE REPORT	32

EXECUTIVE OFFICERS	33

COMPENSATION DISCUSSION AND ANALYSIS	35
EXECUTIVE SUMMARY	35
2021 COMPENSATION DECISIONS AND EXECUTIVE COMPENSATION PROGRAM ENHANCEMENTS	39
HIGHLIGHTS OF EXECUTIVE COMPENSATION BEST PRACTICES	40
EXECUTIVE COMPENSATION POLICY AND OBJECTIVES	41
2020 COMPENSATION PROGRAM DESIGN AND STRUCTURE	41
EXECUTIVE COMPENSATION PROGRAM ELEMENTS	42
PROCESS FOR DETERMINING EXECUTIVE COMPENSATION	48
COMPETITIVE BENCHMARKING	49
OTHER SIGNIFICANT COMPENSATION POLICIES AND PRACTICES	50
BENEFIT PLANS	52
COMPENSATION COMMITTEE REPORT	54
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION	54

COMPENSATION TABLES	55
SUMMARY COMPENSATION TABLE	55

SEC Form DEF 14A filed by Diamondback Energy, Inc.