DEVON ENERGY CORP/DE DE OK false 0001090012 0001090012 2020-10-29 2020-10-29

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): October 29, 2020

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 2.02 | Results of Operations and Financial Condition.

On October 29, 2020, Devon Energy Corporation (the “Company”) announced its financial and operational results for the quarter ended September 30, 2020. In connection with this announcement, the Company provided an earnings release, its earnings presentation for the third quarter of 2020 and certain supplemental financial information (including guidance and hedging information). Copies of these documents are furnished as Exhibits 99.1, 99.2 and 99.3, respectively, to this report and will be available on the Company’s website at www.devonenergy.com.

The information contained in this report and the exhibits hereto shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and shall not be incorporated by reference into any filings made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such filing.

Item 9.01 | Financial Statements and Exhibits.

| (d) | Exhibits

Exhibit No. |  | Description of Exhibits
99.1 |  | Earnings release, dated October 29, 2020.
99.2 |  | Third quarter 2020 earnings presentation.
99.3 |  | Supplemental financial information (including guidance and hedging information).
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/ Jeffrey L. Ritenour
|  | Jeffrey L. Ritenour
|  | Executive Vice President and Chief Financial Officer

Date: October 29, 2020