Devon Energy (NYSE: DVN) investors back board, auditor and pay plan

Rhea-AI Filing Summary

Devon Energy Corporation reported the results of its 2026 Annual Meeting of Stockholders. As of the May 18, 2026 record date, there were 1,153,403,107 shares of common stock outstanding, each entitled to one vote.

Stockholders elected all 11 director nominees to one-year terms. Support for individual nominees ranged into the high hundreds of millions of votes, with additional broker non-votes reported for each nominee.

Stockholders also ratified KPMG LLP as Devon’s independent auditor for 2026, with more than 900 million votes cast in favor. In a non-binding advisory vote, stockholders approved executive compensation for Devon’s named executive officers, with substantially more votes for than against and over 100 million broker non-votes.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Shares outstanding on record date: 1,153,403,107 shares Votes for KPMG LLP: 946,932,753 votes Votes against KPMG LLP: 50,581,882 votes +5 more

8 metrics

Shares outstanding on record date 1,153,403,107 shares Common stock outstanding as of May 18, 2026 record date

Votes for KPMG LLP 946,932,753 votes Ratification of independent auditor for 2026

Votes against KPMG LLP 50,581,882 votes Ratification of independent auditor for 2026

Executive pay votes for 842,136,244 votes Advisory vote on named executive officer compensation

Executive pay votes against 45,324,326 votes Advisory vote on named executive officer compensation

Executive pay broker non-votes 108,991,598 votes Advisory vote on named executive officer compensation

Thomas E. Jorden votes for 859,604,029 votes Election of director nominee Thomas E. Jorden

KPMG abstentions 855,982 votes Abstentions on ratification of independent auditor for 2026

Key Terms

Broker Non-Votes, independent auditor, advisory vote, named executive officers, +1 more

5 terms

Broker Non-Votes financial

"Votes For | | Votes Against | | Votes Abstained | | Broker Non-Votes 842,136,244 | | 45,324,326 | | 1,918,449 | | 108,991,598"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent auditor financial

"The appointment of KPMG LLP as Devon’s independent auditor for 2026 was ratified."

An independent auditor is an outside, qualified accounting professional or firm that examines a company's financial records and controls to determine whether its financial statements are accurate and prepared according to accepted accounting rules. Like a neutral referee or home inspector, the auditor issues a report that gives investors confidence (or raises red flags) about the reliability of the numbers, which affects assessments of risk, valuation and investment decisions.

advisory vote financial

"The advisory vote on the compensation of Devon’s named executive officers was approved."

An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.

named executive officers financial

"The advisory vote on the compensation of Devon’s named executive officers was approved."

Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.

record date financial

"As of the close of business on May 18, 2026, which was the record date for the Annual Meeting"

The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.

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Understanding 8-K Material Events →

Available on EDGAR 06/30/2026 - 05:18 PM Accepted by SEC EDGAR 06/30/2026 - 05:17 PM Learn about SEC filing dates

DEVON ENERGY CORP/DE false 0001090012 0001090012 2026-06-30 2026-06-30

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 30, 2026

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.)

THREE MEMORIAL CITY PLAZA

840 GESSNER ROAD, SUITE 1400

HOUSTON, Texas 77024

(Address of principal executive office)

(281) 589-4600

(Registrant’s telephone number, including area code)

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 (see General Instruction A.2. below):

☐ 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 Symbols		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, a Delaware corporation (“Devon” or the “Company”) held its 2026 Annual Meeting of Stockholders on June 30, 2026 (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 May 18, 2026, which was the record date for the Annual Meeting, there were 1,153,403,107 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 May 28, 2026.

Proposal 1. The stockholders elected each of Devon’s eleven 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
Thomas E. Jorden			859,604,029				29,774,990				108,991,598
Amanda Brock			876,944,625				12,434,394				108,991,598
Ann G. Fox			870,318,098				19,060,921				108,991,598
Clay M. Gaspar			878,737,154				10,641,865				108,991,598
Jacinto J. Hernandez			875,461,436				13,917,583				108,991,598
Kelt Kindick			815,995,379				73,383,640				108,991,598
Karl F. Kurz			875,889,227				13,489,792				108,991,598
Jeffrey E. Shellebarger			877,734,574				11,644,445				108,991,598
Brent Smolik			874,438,170				14,940,849				108,991,598
Marcus A. Watts			873,807,920				15,571,099				108,991,598
Valerie M. Williams			869,193,748				20,185,271				108,991,598

Proposal 2. The appointment of KPMG LLP as Devon’s independent auditor for 2026 was ratified. The results of the vote were as follows:

Votes For		Votes Against		Votes Abstained		Broker Non-Votes
946,932,753		50,581,882		855,982		—

Proposal 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
842,136,244		45,324,326		1,918,449		108,991,598

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/ Marcus G. Bolinder
		Marcus G. Bolinder
		Vice President, Corporate Governance and Secretary

Date: June 30, 2026

FAQ

What key items did Devon Energy (DVN) stockholders vote on at the 2026 Annual Meeting?

Devon Energy stockholders voted on electing eleven directors, ratifying KPMG LLP as independent auditor for 2026, and approving an advisory resolution on named executive officer compensation. All three proposals received sufficient support to pass.

How many Devon Energy (DVN) shares were entitled to vote at the 2026 Annual Meeting?

At the 2026 Annual Meeting record date of May 18, 2026, Devon Energy had 1,153,403,107 common shares outstanding, each entitled to one vote. These shares formed the basis for quorum and the voting power on all proposals.

Were all Devon Energy (DVN) director nominees elected in 2026?

Yes. Stockholders elected all eleven Devon Energy director nominees to one-year terms. Each nominee received hundreds of millions of votes in favor, with additional broker non-votes reported, indicating broad approval of the proposed board slate.

Did Devon Energy (DVN) stockholders ratify KPMG as the 2026 independent auditor?

Yes. Stockholders ratified KPMG LLP as Devon Energy’s independent auditor for 2026, with 946,932,753 votes for, 50,581,882 against, and 855,982 abstentions. There were no broker non-votes on this auditor ratification proposal.

How did Devon Energy (DVN) stockholders vote on executive compensation in 2026?

Stockholders approved the advisory vote on compensation for Devon’s named executive officers, with 842,136,244 votes for, 45,324,326 against, and 1,918,449 abstentions. There were 108,991,598 broker non-votes recorded on this compensation proposal.

What are broker non-votes in the Devon Energy (DVN) 2026 voting results?

Broker non-votes represent shares held in street name where brokers lacked instruction and could not vote on certain proposals. Devon’s 2026 results show 108,991,598 broker non-votes on the director elections and executive compensation advisory vote.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 18.3 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.4 KB