Item 1.01. Entry into a Material Definitive Agreement.



On June 2, 2021, Diamondback Energy, Inc., as parent guarantor (the "Company"),
and Diamondback O&G LLC, as borrower (the "Borrower"), entered into a twelfth
amendment (the "Amendment") to the Second Amended and Restated Credit Agreement,
dated as of November 1, 2013, with Wells Fargo Bank, National Association, as
administrative agent (the "Administrative Agent"), and the lenders party thereto
(as amended, supplemented or otherwise modified to the date thereof and as
further amended by the Amendment, the "Credit Agreement").

The Amendment, among other things, (i) extended the maturity date to June 2,
2026, which date may be further extended by two one-year extensions pursuant to
the terms set forth in the Credit Agreement, (ii) decreased the total revolving
loan commitments from $2.0 billion to $1.6 billion, which amount may be
increased in an amount up to $1.0 billion (for a total maximum commitment of
$2.6 billion) upon the election of the Borrower pursuant to the terms set forth
in the Credit Agreement, (iii) added the ability of the Borrower to incur up to
$100.0 million of the loans under the Credit Agreement as swingline loans and
(iv) changed the interest rate applicable to the loans and certain fees payable
under the Credit Agreement. Outstanding borrowings under the Credit Agreement
bear interest at a per annum rate elected by the Borrower that is equal to an
alternate base rate (which is equal to the greatest of the prime rate, the
Federal Funds effective rate plus 0.50%, and 3-month LIBOR plus 1.0%) or LIBOR,
in each case plus the applicable margin. After giving effect to the Amendment,
(i) the applicable margin ranges from 0.250% to 1.125% per annum in the case of
the alternate base rate, and from 1.250% to 2.125% per annum in the case of
LIBOR, in each case based on the pricing level, and (ii) the commitment fee
ranges from 0.150% to 0.350% per annum on the average daily unused portion of
the commitments, based on the pricing level. The pricing level depends on
certain rating agencies' rating of the Company's long-term senior unsecured
debt.

The preceding summary of the Amendment is qualified in its entirety by reference
to the full text of the Amendment, a copy of which is attached as Exhibit 10.1
to this Current Report on Form 8-K and incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 above is incorporated herein by reference.

Item 3.03. Material Modification to Rights of Security Holders.



The information provided by Item 5.07 below with respect to (i) the approval by
the Company's stockholders of an amendment to the Company's amended and restated
certificate of incorporation to increase the total number of authorized shares
of common stock, (ii) the effect of such increase, and (iii) the Company's
filing of the certificate of amendment to its amended and restated certificate
of incorporation, attached to this Current Report on Form 8-K as Exhibit 3.1, in
Delaware is incorporated herein by reference.

Item 5.03. Amendment to Articles of Incorporation or Bylaws.

The information provided by Item 5.07 below with respect to the amendment to the Company's amended and restated certificate of incorporation is incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.



On June 3, 2021, the Company held its 2021 Annual Meeting of Stockholders (the
"Annual Meeting") at 1200 N Walker Ave, Oklahoma City, Oklahoma 73103. At the
Annual Meeting, the Company's stockholders voted on five proposals, each of
which is described in more detail in the Company's definitive proxy statement
filed with the Securities and Exchange Commission on April 23, 2021 (the "Proxy
Statement"). The following is a brief description of each matter voted upon and
the results of such voting, including the number of votes cast for each matter
and the number of votes cast against, abstentions and broker non-votes, if
applicable, with respect to each matter.



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Proposal 1

Steven E. West, Travis D. Stice, Vincent K. Brooks, Michael P. Cross, David L.
Houston, Stephanie K. Mains, Mark L. Plaumann and Melanie M. Trent were elected
to continue to serve as the Company's directors until the 2022 Annual Meeting of
Stockholders or until their respective successors are duly elected and
qualified. The results of the vote on Proposal 1 were as follows:

  Name of Nominee            For            Against        Abstain       Non-Votes
   Steven E. West        147,690,432       2,877,053       855,898       11,399,355
  Travis D. Stice        149,021,884       2,337,475       64,024        11,399,355
 Vincent K. Brooks       150,942,381        412,629        68,373        11,399,355
  Michael P. Cross       149,674,023       1,672,110       77,250        11,399,355
  David L. Houston       147,682,475       3,674,406       66,502        11,399,355
 Stephanie K. Mains      150,859,545        491,443        72,395        11,399,355
  Mark L. Plaumann       149,837,230       1,519,774       66,379        11,399,355
  Melanie M. Trent       149,850,203       1,510,747       62,433        11,399,355



Proposal 2

The Company's stockholders approved, on an advisory basis, the compensation paid
to the Company's named executive officers. The results of the vote on Proposal 2
were as follows:

     For            Against        Abstain       Non-Votes
 145,341,000       5,925,362       157,021       11,399,355



Proposal 3

The 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 was approved. The results of the vote
on Proposal 3 were as follows:

     For            Against         Abstain       Non-Votes
 150,951,957       11,642,745       228,036           -



As disclosed in the Proxy Statement, as of the record date of April 8, 2021, the
Company had 180,981,740 shares of common stock outstanding, excluding
approximately 3.1 million shares of common stock reserved for issuance pursuant
to the existing equity incentive plans maintained by the Company, and no shares
of preferred stock outstanding.

On June 3, 2021, following the approval of Proposal 3 by the Company's
stockholders at the Annual Meeting, the Company filed a certificate of amendment
to its amended and restated certificate of incorporation with the Secretary of
State of Delaware to effect the increase in the number of authorized shares of
the Company's common stock from 200,000,000 shares to 400,000,000 shares. The
number of authorized shares of the Company's preferred stock was not affected by
this amendment and remained unchanged at 10,000,000 shares. A copy of the
certificate of amendment is filed as Exhibit 3.1 to this Current Report on Form
8-K and is incorporated herein by reference. Certain possible effects of such
increase in the total number of authorized shares of common stock are described
in the Proxy Statement, which description is incorporated herein by reference.

Proposal 4

The Company's 2021 Amended and Restated Equity Incentive Plan was approved. The results of the vote on Proposal 4 were as follows:



     For            Against        Abstain       Non-Votes
 147,112,688       4,127,690       183,005       11,399,355





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Proposal 5



The appointment of Grant Thornton LLP as the Company's independent auditors for
the fiscal year ending December 31, 2021 was ratified. The results of the vote
on Proposal 5 were as follows:

     For            Against        Abstain       Non-Votes
 162,051,612        631,287        139,839           -

Item 9.01. Financial Statements and Exhibits

(d) Exhibits



Exhibit Number             Description
        3.1*                 Certificate of Amendment No. 2 to the Amended

and Restated Certificate of


                           Incorporation of the Company
       10.1*                 Twelfth Amendment to Second Amended and

Restated Credit Agreement and First


                           Amendment to Second Amended and Restated

Guaranty Agreement, dated as of June


                           2, 2021, between Diamondback Energy, Inc., as

parent guarantor, Diamondback

O&G LLC, as borrower, Wells Fargo Bank, National Association, as
                           administrative agent, and the lenders party thereto.
        104                Cover Page Interactive Data File (formatted as Inline XBRL).



*   Filed herewith.

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