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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