Form 8-K

VOTES
AGAINST

VOTES
ABSTAINED

BROKER
NON-VOTES

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, 2019

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, OK		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”) held its 2019 Annual Meeting of Stockholders (the “Annual Meeting”) on Wednesday, June 5, 2019. In connection with the Annual Meeting, proxies were solicited pursuant to the Securities Exchange Act of 1934, as amended. 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 Devon’s Notice of 2019 Annual Meeting of Stockholders and Proxy Statement, filed with the Securities and Exchange Commission on April 24, 2019.

The stockholders elected each of Devon’s eleven nominees to serve on the Board of Directors of Devon (the “Board”) for a one-year term. The vote tabulation with respect to the nominees was as follows:


NOMINEE	VOTES FOR		AUTHORITY WITHHELD		BROKER NON-VOTES

Barbara M. Baumann		290,842,932		6,225,342		58,550,771

John E. Bethancourt		293,899,816		3,168,458		58,550,771

Ann G. Fox		293,883,036		3,185,238		58,550,771

David A. Hager		293,540,736		3,527,538		58,550,771

Robert H. Henry		290,062,146		7,006,128		58,550,771

Michael M. Kanovsky		286,567,791		10,500,483		58,550,771

John Krenicki Jr.		291,531,525		5,536,749		58,550,771

Robert A. Mosbacher Jr.		285,707,306		11,360,968		58,550,771

Duane C. Radtke		290,810,411		6,257,863		58,550,771

Keith O. Rattie		293,980,310		3,087,964		58,550,771

Mary P. Ricciardello		287,398,364		9,669,910		58,550,771

The appointment of KPMG LLP as Devon’s independent auditors for 2019 was ratified. The results of the vote were as follows:

The Board proposal for an advisory (non-binding) vote on the compensation of Devon’s named executive officers was approved. The results of the vote were as follows:

SIGNATURE

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, 2019