Right To Act By Written Consent | Interfaith Center on Corporate Responsibility

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<h4>Resolution Details</h4>
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<strong>Company:</strong>
<p>Diamondback Energy</p>
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<strong>Year:</strong>
<p>2026 </p>
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<strong>Issue Area:</strong>
<p>Corporate Governance </p>
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<strong>Focus Area:</strong>
<p>Shareholder Rights </p>
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<strong>Status:</strong>
<p>Filed</p>
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<h2>Resolution Text</h2>
<p><strong>RESOLVED</strong>: Shareholders request that the board of directors take the necessary steps to permit written consent by the shareholders entitled to cast the minimum number of votes that would be necessary to authorize an action at a meeting at which all shareholders entitled to vote thereon were present and voting (without any unnecessary restriction based on length of stock ownership or the method by which shareholders hold their shares). This includes shareholder ability to initiate any appropriate topic for written consent.</p>
<p><strong>SUPPORTING STATEMENT</strong>:</p>
<p dir=”ltr”>Shareholders acting by written consent and calling for a special shareholder meeting are 2 means that shareholders of a company can use to put forth a proposal on a timely basis without waiting for the annual shareholder meeting. </p>
<p dir=”ltr”>It is particularly important for Diamondback Energy (FANG) shareholders to have a right to act by written consent because FANG shares not owned for at least one year are excluded from having a right to call for a special shareholder meeting. </p>
<p dir=”ltr”>It is believed that no company out of a pool of 3000 companies has ever held a special shareholder meeting, called for by shareholders, with this one-year FANG type exclusion, highlighting what a deterrent a one-year exclusion is. </p>
<p dir=”ltr”>There has never been a company that has responded to a proposal like this that has ever cited one special shareholder meeting actually being held that was called for by shareholder of a company that excluded all shares not owned for a full year. Thus the current FANG special meeting right seems to be utterly useless because such a shareholder meeting will likely never happen.</p>
<p dir=”ltr”>Acting by written consent is hardly ever used by shareholders but the main point of having a right to act by written consent is that it gives shareholders greater standing to engage effectively with management when FANG underperforms. </p>
<p dir=”ltr”>Since a director can be removed by written consent, enabling shareholders to act by written consent may serve as an incentive for FANG directors to perform better.</p>
<p dir=”ltr”>FANG needs better performance since its stock traded at $140 in 2018 and was at only $155 in late 2025 in spite of robust stock market.</p>
<p dir=”ltr”>The following challenging 2025 news reports regarding FANG make it more important to adopt this proposal without delay:</p>
<p dir=”ltr”>FANG stock experienced a period of lackluster performance, with a year-to-date share price return that was still negative as of late November 2025.</p>
<p dir=”ltr”>FANG adopted a “yellow light” stance due to an uncertain macroeconomic outlook and concerns about crude oil oversupply. </p>
<p dir=”ltr”>FANG reduced its full-year 2025 capital budget twice, cutting it by $500 million. <br><br>FANG faced negative impacts from legacy gas contracts tied to the extremely low Waha pricing.<br><br>Steel tariffs increased operational costs by approximately 20%.</p>
<p dir=”ltr”>In Q3 2025, FANG recorded a consolidated net loss, primarily driven by a non-cash impairment charge of $360 million.</p>

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<h3>Lead Filer</h3>
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<div class=”views-field views-field-nothing”><span class=”field-content”> John Chevedden</span></div><div class=”views-field views-field-title views-field-field-shareholder”><span class=”field-content”>Chevedden Corporate Governance</span></div>
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