Diversified Energy Company filed a Form 8-K on November 6, 2026, disclosing that its Compensation Committee approved a new nonqualified deferred compensation plan on November 3, 2026, set to take effect January 1, 2027.

Key Highlights

  • Plan name: The Diversified Gas & Oil Corporation Deferred Compensation Plan was approved by the Compensation Committee on November 3, 2026, with an effective date of January 1, 2027.
  • Eligibility: Participation is limited to a select group of management or highly compensated employees, including named executive officers, and non-employee directors located in the United States.
  • Deferral limits: Participants may defer up to 80% of base salary, short-term incentive plan awards, and long-term cash performance awards, and up to 100% of RSUs, PSUs, and director retainers.
  • Company match: The company will make fully vested matching contributions equal to 100% of deferrals of base salary and short-term incentive plan awards, up to 7% of compensation in excess of the Code Section 401(a)(17) compensation limit.
  • No match on other deferrals: According to the filing, no match is provided on deferrals other than base salary and short-term incentive plan awards.
  • Payment terms: Deferrals will generally be paid in a lump sum or, if elected by the participant and subject to the plan's conditions, in two to 10 annual installments upon separation from service.

Details of the Diversified Energy Deferred Compensation Plan Approved November 2026

According to the Form 8-K filed with the SEC on November 6, 2026, the Compensation Committee of the Board of Directors of Diversified Energy Company (NYSE:DEC) approved the adoption of the Diversified Gas & Oil Corporation Deferred Compensation Plan on November 3, 2026. The filing describes the plan as "an unfunded, nonqualified deferred compensation plan that is intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended." The plan is scheduled to become effective January 1, 2027.

The filing states that amounts credited to participants, other than those resulting from deferred RSUs and PSUs, will be periodically adjusted for earnings and/or losses at a rate equal to one or more notional investment funds selected by the company and elected by the participant. Deferred RSUs and PSUs will continue to represent a right to receive shares of the company's common stock upon payment under the company's 2025 Equity Incentive Plan or a successor equity plan, as the filing describes.

The plan does not permit in-service distributions other than for unforeseeable emergencies or for certain de minimis amounts, the filing discloses. The company noted it may also make discretionary contributions under the plan beyond the stated matching formula. The filing noted that the full plan document is attached as Exhibit 10.1 and that the description provided in the 8-K "is qualified in its entirety by reference to the Plan."

What Was Disclosed

Diversified Energy Company disclosed the adoption of a new nonqualified deferred compensation plan for eligible employees and non-employee directors, effective January 1, 2027, including deferral limits, a company matching contribution formula, and payment terms upon separation from service.