8-K

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.

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

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	—

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

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.


DEVON ENERGY CORPORATION

By:		/s/ Christopher J. Kirt
		Christopher J. Kirt
		Vice President Corporate Governance and Secretary

Date: June 6, 2025