Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of New Directors
On July 7, 2022, in accordance with the Amended and Restated Certificate of
Incorporation, as amended (the "Charter") and the Second Amended and Restated
Bylaws (the "Bylaws") of Diamondback Energy, Inc. (the "Company"), the Board of
Directors of the Company (the "Board") appointed Rebecca A. Klein and Frank D.
Tsuru as members of the Board. As provided in the Charter and the Bylaws, Ms.
Klein and Mr. Tsuru will serve until the 2023 Annual Meeting of Stockholders of
the Company ("2023 Annual Meeting"), or until she or he is re-elected or her or
his successor has been elected and qualified or until her or his earlier death,
resignation, removal or disqualification. Following the appointments of Ms.
Klein and Mr. Tsuru to the Board, the full Board will consist of ten directors.
Rebecca "Becky" Klein is currently the Principal of Klein Energy, LLC, an energy
consulting company based in Austin, Texas. Over the last 25 years, she has
worked in Washington, D.C. and in Texas in the energy, telecommunications, and
national security arenas. Ms. Klein's professional experience also includes
service with KPMG Consulting (now Deloitte) where she headed the development of
the company's Office of Government Affairs and Industry Relations in Washington,
D.C. She also served as a Senior Fellow with Georgetown University's McDonough
School of Business. Ms. Klein was the Chairman of the Public Utility Commission
of Texas. She has served as chair of the board of the Lower Colorado River
Authority, a public power utility owning generation, transmission, and water
services across the central Texas area. In addition, she sits on the boards of
Avista Corporation (NYSE: AVA), a publicly traded utility in the Pacific
Northwest; GroupNIRE, a privately held company focused on developing energy
resources from early-stage technologies to commercial deployment; and Aiqueous,
a privately held water and power software company. Ms. Klein also sits on the
board of SJW Group (NYSE: SJW), a publicly traded water company which operates
in California, Texas, Connecticut, and Maine. She is also the Founder and a
director of the Texas Energy Poverty Research Institute. She earned a Juris
Doctor from St. Mary's University School of Law in San Antonio, Texas. Ms. Klein
also holds a Master of Arts in National Security Studies from Georgetown
University, a Bachelor of Arts in Human Biology from Stanford University, and a
Master of Business Administration from MIT. Ms. Klein is a retired Lieutenant
Colonel with the U.S. Air Force Reserve. She is a member of the State Bar of
Texas. Ms. Klein qualifies as an independent director under the Nasdaq listing
standards.
Frank Tsuru currently serves as Chief Executive Officer and as a member of the
Board of Directors of Momentum Midstream, LLC, a privately held midstream
company, which he cofounded in 2004. From 2016 through 2021, Mr. Tsuru served as
the Chief Executive Officer and as a member of the Board of Directors of Indigo
Natural Resources, LLC, which was acquired by Southwestern Energy Company in
2021. In 2002, Mr. Tsuru founded Aka Energy, which was a midstream company
focused on acquiring midstream assets off of the Southern Ute Indian Tribe
(SUIT) Reservation. Prior to that, Mr. Tsuru ran SUIT's midstream company, Red
Cedar Gathering, from 1995 to 2002. In 1990, Mr. Tsuru founded Southwestern
Production, an upstream company focused on coal bed methane development in the
San Juan Basin, which was sold to ConocoPhillips. He began his career as a
drilling and production engineer for TXO Production Corp. in Denver, Colorado
where he was part of the team that evaluated the company's reserves and provided
mergers and acquisitions support. Mr. Tsuru holds a Bachelor of Science degree
in Petroleum Engineering from the University of Kansas. He serves on the Board
of Trustees of KU Endowment. Mr. Tsuru also sits on the boards of the Boy Scouts
of America and the Yellowstone Academy, a private Christian school. Mr. Tsuru
qualifies as an independent director under the Nasdaq listing standards.
As non-employee directors, each of Ms. Klein and Mr. Tsuru will receive the
annual compensation offered to all of the Company's non-employee directors for
services on the Board, as disclosed in the Company's Definitive Proxy Statement
on Schedule 14A, filed by the Company with the Securities and Exchange
Commission on April 28, 2022, which annual compensation will be prorated for the
service period beginning in July 2022 and ending on the first anniversary date
of the Company's 2022 annual meeting of stockholders or, if earlier to occur,
the date of the 2023 Annual Meeting. Each of Ms. Klein and Mr. Tsuru will be
designated to committees of the Board at a future Board meeting.
The Company agreed to enter into an indemnification agreement with each of Ms.
Klein and Mr. Tsuru in a form consistent with the indemnification agreements
entered into with the Company's other non-employee directors.
Item 7.01. Regulation FD Disclosure.
On July 11, 2022, the Company issued a press release announcing the matters
described in Item 5.02 above. A copy of the press release is attached as Exhibit
99.1 to this Current Report on Form 8-K.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number Description
99.1* Press Release, dated July 11, 2022, entitled "Diamondback Energy, Inc.
Announces Appointments to the Board of Directors."
104 Cover Page Interactive Data File (formatted as Inline XBRL).
* Filed herewith.
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