Item 5.07 Submission of Matters to a Vote of Security Holders
A special meeting of the stockholders of QEP Resources, Inc. (the "Company") was
held virtually at 8:00 a.m. Mountain Time on March 16, 2021. The special meeting
was held in order to consider and vote upon the proposals set forth in the
definitive proxy statement of the Company, filed with the U.S. Securities and
Exchange Commission on February 10, 2021 (the "Proxy Statement"), to (i) adopt
the Agreement and Plan of Merger, dated as December 20, 2020 (the "Merger
Agreement"), by and among Diamondback Energy, Inc. ("Diamondback"), Bohemia
Merger Sub, Inc., a wholly owned subsidiary of Diamondback ("Merger Sub"), and
the Company (the "Merger Proposal"), pursuant to which Merger Sub will merge
with and into the Company (the "Merger"), (2) approve, by a non-binding advisory
vote, certain compensation that may be paid or become payable to the Company's
named executive officers that is based on or otherwise relates to the Merger
contemplated by the Merger Agreement (the "Non-Binding Compensation Advisory
Proposal") and (3) approve the adjournment of the special meeting, if necessary
or appropriate, to solicit additional proxies if there are not sufficient votes
to adopt the Merger Agreement (the "Adjournment Proposal").
At the special meeting, the Merger Proposal was approved by the affirmative vote
of a majority of the outstanding shares of the Company's common stock entitled
to vote on the proposal. The Non-Binding Compensation Advisory Proposal was
approved, on an advisory basis, by the affirmative vote of a majority of the
shares of the Company's common stock present in person or represented by proxy
at the special meeting and entitled to vote on the proposal. The Adjournment
Proposal was approved by the affirmative vote of a majority of the outstanding
shares of the Company's common stock entitled to vote on the proposal.
As of the close of business on February 5, 2021, the record date for the special
meeting, there were 242,565,821.875 shares of the Company's common stock
outstanding and entitled to one vote for each proposal at the special meeting.
158,680,705 shares of the Company's common stock were represented in person or
by proxy at the special meeting, which constituted a quorum to conduct business
at the meeting. The following are the final voting results on the proposals
considered and voted upon at the special meeting, each of which is more fully
described in the Proxy Statement.
1. Merger Proposal: The number of shares voted for or against, as well as
abstentions and broker non-votes, if applicable, with respect to the Merger
Proposal presented at the special meeting was:
Broker Non-
For Against Abstain Votes
124,066,069 34,485,195 129,441 0
2. Non-Binding Compensation Advisory Proposal: The number of shares voted for or
against, as well as abstentions and broker non-votes, if applicable, with
respect to the Non-Binding Compensation Advisory Proposal presented at the
special meeting was:
Broker Non-
For Against Abstain Votes
135,332,613 22,638,975 709,117 0
3. Adjournment Proposal: The number of shares voted for or against, as well as
abstentions and broker non-votes, if applicable, with respect to the
Adjournment Proposal presented at the special meeting was:
Broker Non-
For Against Abstain Votes
123,033,623 35,295,983 351,099 0
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