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 4, 2025

 

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 2025 Annual Meeting of Stockholders on June 4, 2025 (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 10, 2025, which was the record date for the Annual Meeting, there were 643,329,223 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 23, 2025.

 

1.

The stockholders elected each of Devon’s ten 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			423,344,525				17,712,220				93,794,011
John E. Bethancourt			431,890,693				9,166,052				93,794,011
Ann G. Fox			429,545,616				11,511,129				93,794,011
Clay M. Gaspar			437,057,207				3,999,538				93,794,011
Gennifer F. Kelly			435,515,315				5,541,430				93,794,011
Kelt Kindick			426,057,552				14,999,193				93,794,011
Karl F. Kurz			429,526,604				11,530,141				93,794,011
Michael N. Mears			433,011,639				8,045,106				93,794,011
Robert A. Mosbacher, Jr.			415,799,325				25,257,420				93,794,011
Valerie M. Williams			430,146,815				10,909,930				93,794,011

 

2.

The appointment of KPMG LLP as Devon’s independent auditor for 2025 was ratified. The results of the vote were as follows:

 

Votes For		Votes Against		Votes Abstained		Broker Non-Votes
510,385,364		23,656,987		808,405		—

 

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
284,449,935		155,053,865		1,552,945		93,794,011

 

4.

The vote on a stockholder proposal for changes to the holding requirement for the right of Devon stockholders to call a special meeting was not approved. The results of the vote were as follows:

 

Votes For		Votes Against		Votes Abstained		Broker Non-Votes
37,451,931		401,747,211		1,857,603		93,794,011

 

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.

 

Date: June 6, 2025