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): January 3, 2023

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 5.02	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.	
On and effective as of January 3, 2023, the Board of Directors (the “Board”) of Devon Energy Corporation (the “Company”) elected Michael N. Mears and Gennifer F. Kelly to the Board. Mr. Mears will serve on the Governance, Environmental, and Public Policy and Audit Committees of the Board, and Ms. Kelly will serve on the Audit and Reserves Committees of the Board.
There are no arrangements or understandings between Mr. Mears or Ms. Kelly and any other person in connection with their respective appointments as directors of the Company, and there are no transactions or relationships between Mr. Mears or Ms. Kelly and the Company and its subsidiaries that require disclosure under Item 404(a) of Regulation S-K.
In connection with their election to the Board, Mr. Mears and Ms. Kelly each entered into the standard indemnity agreement with the Company for non-management directors, and Mr. Mears and Ms. Kelly will each participate in the typical compensation arrangements made available to the Company’s other non-management directors. A copy of the form indemnity agreement was filed as Exhibit 10.44 to the Company’s 2021 Annual Report on Form 10-K, filed with the Securities and Exchange Commission (the “SEC”) on February 16, 2022, and the non-management director compensation arrangements are described on page 26 of the Company’s 2022 Notice of Annual Meeting and Proxy Statement, filed with the SEC on April 22, 2022 and as amended on June 1, 2022. In addition, Mr. Mears and Ms. Kelly will each receive an award of shares of restricted stock under the Company’s 2022 Long-Term Incentive Plan with a total value of $97,700, based on the per share closing price of the Company’s common stock on the effective grant date of January 5, 2023. The shares of restricted stock will vest 100% on the first anniversary of the date of grant.

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:    January 3, 2023