DEVON ENERGY CORP/DE DE OK false 0001090012 0001090012 2024-06-05 2024-06-05

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 5, 2024

 

 

Devon Energy Corporation

(Exact name of registrant as specified in its charter)

 

 

 

DELAWARE   001-32318   73-1567067

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

 

333 W. SHERIDAN AVE.,

OKLAHOMA CITY, OKLAHOMA

  73102-5015
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (405) 235-3611

Not Applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

  

Trading

Symbol(s)

  

Name of each exchange

on which registered

Common Stock, par value $0.10 per share   DVN   The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

Item 5.07

Submission of Matters to a Vote of Security Holders.

Devon Energy Corporation (“Devon” or the “Company”) held its 2024 Annual Meeting of Stockholders on June 5, 2024 (the “Annual Meeting”). In connection with the Annual Meeting, proxies were solicited pursuant to the Securities Exchange Act of 1934. As of the close of business on April 8, 2024, which was the record date for the Annual Meeting, there were 632,639,718 shares of the Company’s common stock outstanding, each of which was entitled to one vote at the Annual Meeting. The following are the voting results for the items of business considered and voted upon at the Annual Meeting, all of which were described in the Company’s Proxy Statement filed with the Securities and Exchange Commission on April 25, 2024.

 

  1.

The stockholders elected each of Devon’s eleven nominees to serve on the Board for a one-year term and until their successor is elected and qualified, or until their earlier resignation, removal or death. The vote tabulation with respect to each nominee was as follows:

 

NOMINEE

    VOTES
FOR		      AUTHORITY
WITHHELD		      BROKER
NON-VOTES		  

Barbara M. Baumann

      408,589,678        10,019,316        109,605,534  

John E. Bethancourt

      412,669,812        5,939,182        109,605,534  

Ann G. Fox

      409,868,318        8,740,676        109,605,534  

Gennifer F. Kelly

      415,606,871        3,002,123        109,605,534  

Kelt Kindick

      407,685,359        10,923,635        109,605,534  

John Krenicki Jr.

      414,104,387        4,504,607        109,605,534  

Karl F. Kurz

      405,481,911        13,127,083        109,605,534  

Michael N. Mears

      413,496,111        5,112,883        109,605,534  

Robert A. Mosbacher, Jr.

      394,294,985        24,314,009        109,605,534  

Richard E. Muncrief

      413,336,585        5,272,409        109,605,534  

Valerie M. Williams

      409,589,643        9,019,351        109,605,534  

 

  2.

The appointment of KPMG LLP as Devon’s independent auditors for 2024 was ratified. The results of the vote were as follows:

 

VOTES
FOR

  

VOTES
AGAINST

  

VOTES
ABSTAINED

  

BROKER
NON-VOTES

504,128,624   23,248,670   837,234   —

 

  3.

The advisory vote on the compensation of Devon’s named executive officers was approved. The results of the vote were as follows:

 

VOTES
FOR

  

VOTES
AGAINST

  

VOTES
ABSTAINED

  

BROKER
NON-VOTES

392,041,590   24,769,354   1,798,050   109,605,534

 

  4.

The vote on a stockholder proposal for a bylaw amendment relating to stockholder approval of director compensation was not approved. The results of the vote were as follows:

 

VOTES
FOR

  

VOTES
AGAINST

  

VOTES
ABSTAINED

  

BROKER
NON-VOTES

9,658,607   406,591,829   2,358,558   109,605,534

 

Item 9.01

Financial Statements and Exhibits.

 

  (d)

Exhibits

 

Exhibit
No.		   

Description of Exhibits

104    Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

DEVON ENERGY CORPORATION
By:  

/s/ Christopher J. Kirt

  Christopher J. Kirt
  Vice President Corporate Governance and Secretary

Date:  June 6, 2024

v3.24.1.1.u2
Document and Entity Information
Jun. 05, 2024
Cover [Abstract]  
Entity Registrant Name DEVON ENERGY CORP/DE
Entity Incorporation State Country Code DE
Entity Address, State or Province OK
Amendment Flag false
Entity Central Index Key 0001090012
Document Type 8-K
Document Period End Date Jun. 05, 2024
Entity File Number 001-32318
Entity Tax Identification Number 73-1567067
Entity Address, Address Line One 333 W. SHERIDAN AVE.
Entity Address, City or Town OKLAHOMA CITY
Entity Address, Postal Zip Code 73102-5015
City Area Code (405)
Local Phone Number 235-3611
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Security 12b Title Common Stock, par value $0.10 per share
Trading Symbol DVN
Security Exchange Name NYSE
Entity Emerging Growth Company false
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