Devon Energy (DVN) investors approve Coterra merger stock issuance and share increase

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What did Devon Energy (DVN) stockholders approve at the special meeting?

How did Devon Energy (DVN) vote on the stock issuance for the Coterra merger?

What change to Devon Energy’s authorized shares did investors approve?

When is the Devon and Coterra merger expected to close?

What SEC filings relate to the Devon (DVN) and Coterra merger?

Does this Devon Energy 8-K constitute an offer to sell securities?

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(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Devon Energy Corporation held a virtual special stockholder meeting to vote on matters related to its proposed merger with Coterra Energy Inc. Stockholders approved issuing shares of Devon common stock to Coterra stockholders under the Agreement and Plan of Merger and also approved increasing authorized common shares from 1,000,000,000 to 2,000,000,000.

The stock issuance proposal received 470,046,943 votes for, 4,149,656 against and 1,150,100 abstentions. The authorized share charter amendment received 468,262,401 votes for, 5,833,875 against and 1,250,423 abstentions. Devon expects the merger transactions to close on or about May 7, 2026, subject to customary closing conditions.

Devon stockholders approved issuing new common shares to Coterra stockholders under the merger Agreement and Plan of Merger, a key step toward completing the combination.
Stockholders also approved increasing authorized common shares from 1,000,000,000 to 2,000,000,000, providing sufficient capacity to complete the all‑stock merger structure.

None.

Devon shareholders cleared key approvals for the all-stock merger with Coterra, including a doubling of authorized shares.

Devon Energy stockholders approved both the share issuance to Coterra holders and an amendment lifting authorized common stock to 2,000,000,000 shares. These approvals were required conditions tied to the Agreement and Plan of Merger between Devon and Coterra.

Support levels were strong, with over 470 million votes for the stock issuance proposal and over 468 million for the charter amendment. The companies indicate they expect closing of the merger transactions on or about May 7, 2026, subject to remaining customary closing conditions described in their Joint Proxy Statement/Prospectus.

2 items: 5.07, 9.01

2 items

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.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Stock issuance votes for: 470,046,943 votes Stock issuance votes against: 4,149,656 votes Stock issuance abstentions: 1,150,100 votes +5 more

8 metrics

Stock issuance votes for 470,046,943 votes Devon stock issuance proposal for Coterra merger

Stock issuance votes against 4,149,656 votes Devon stock issuance proposal

Stock issuance abstentions 1,150,100 votes Devon stock issuance proposal

Charter amendment votes for 468,262,401 votes Authorized share increase to 2,000,000,000

Charter amendment votes against 5,833,875 votes Authorized share increase proposal

Charter amendment abstentions 1,250,423 votes Authorized share increase proposal

Prior authorized common shares 1,000,000,000 shares Before charter amendment approval

New authorized common shares 2,000,000,000 shares After approved charter amendment

Agreement and Plan of Merger, Authorized Share Charter Amendment Proposal, registration statement on Form S-4, Joint Proxy Statement/Prospectus, +1 more

5 terms

Agreement and Plan of Merger regulatory

"pursuant to the Agreement and Plan of Merger, dated as of February 1, 2026"

An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.

registration statement on Form S-4 regulatory

"Devon filed with the U.S. Securities and Exchange Commission a registration statement on Form S-4"

A registration statement on Form S-4 is a formal filing with the U.S. Securities and Exchange Commission used when a company issues shares or other securities as part of a merger, acquisition, exchange offer or similar corporate deal. It bundles the transaction terms, financial statements, risk factors and shareholder vote materials so investors can assess the deal; think of it as a detailed prospectus or buyer’s packet that explains what you would own and how the deal could change your stake.

Joint Proxy Statement/Prospectus regulatory

"Each of Devon and Coterra filed a definitive Joint Proxy Statement/Prospectus with the SEC"

A joint proxy statement/prospectus is a single, combined document that both asks shareholders to vote on a proposed transaction and provides the detailed information required when new securities are being offered. Think of it as a combined ballot and product brochure that explains the deal, the companies’ finances, key risks and how ownership will change. Investors rely on it to understand the terms, evaluate risks and make informed voting and investment decisions.

customary closing conditions financial

"subject to the satisfaction of certain customary closing conditions, all as set forth in the Merger Agreement"

"Customary closing conditions" are standard rules or checks that must be met before a business deal can be finalized, like making sure all paperwork is in order or that certain approvals are obtained. They matter because they help protect both parties, ensuring everything is in place and reducing the risk of surprises or problems after the deal is closed.

Understanding 8-K Material Events →

05/04/2026 - 09:17 PM

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): May 4, 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.)

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, former address or former fiscal year, 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

On May 4, 2026, Devon Energy Corporation, a Delaware corporation (the “Company” or “Devon”), held a virtual special meeting of stockholders (the “Devon Special Meeting”) to consider and vote upon proposals to (i) approve the issuance of shares of the Company’s common stock, par value $0.10 per share, to stockholders of Coterra Energy Inc., a Delaware corporation (“Coterra”), pursuant to the Agreement and Plan of Merger, dated as of February 1, 2026 (the “Merger Agreement”), by and among the Company, Coterra and Cubs Merger Sub, Inc., a Delaware corporation and a wholly-owned, direct subsidiary of the Company (the “Stock Issuance Proposal”) and (ii) approve an amendment of the Company’s restated certificate of incorporation to increase the number of authorized shares of the Company’s common stock from 1,000,000,000 to 2,000,000,000 (the “Authorized Share Charter Amendment Proposal” and, together with the Stock Issuance Proposal, the “Devon Merger Proposals”).

The final voting results as to each proposal are set forth below. Each of the proposals is described in greater detail in the joint proxy statement/prospectus dated March 30, 2026, as supplemented (the “Joint Proxy Statement/Prospectus”), and first mailed to the Company’s stockholders on or about March 30, 2026.

Proposal One - The Stock Issuance Proposal.

The Stock Issuance Proposal was approved. Voting results were as follows:

Proposal Two - The Authorized Share Charter Amendment Proposal.

The Authorized Share Charter Amendment Proposal was approved. Voting results were as follows:

Consummation of the transactions contemplated by the Merger Agreement (the “Proposed Transaction”) are subject to the satisfaction of certain customary closing conditions, all as set forth in the Merger Agreement and discussed in detail in the Joint Proxy Statement/Prospectus, which is available on the U.S. Securities and Exchange Commission’s website at www.sec.gov. The foregoing description is qualified in its entirety by reference to the full text of the Merger Agreement, which is attached as Annex A to the Joint Proxy Statement/Prospectus. Assuming the satisfaction of such closing conditions, the Company expects the closing of the transactions contemplated by the Merger Agreement to occur on or about May 7, 2026.

ADDITIONAL INFORMATION AND WHERE TO FIND IT

In connection with the proposed merger of Devon and Coterra, Devon filed with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4, as amended, on March 24, 2026 to register the shares of Devon’s common stock to be issued in connection with the Proposed Transaction. The registration statement on Form S-4 was declared effective by the SEC on March 26, 2026. Each of Devon and Coterra filed a definitive Joint Proxy Statement/Prospectus with the SEC on March 30, 2026 and commenced mailing to their respective stockholders on or about March 30, 2026. Each of Devon and Coterra may also file with or furnish to the SEC other relevant documents regarding the Proposed Transaction. This current report on Form 8-K is not a substitute for the Joint Proxy Statement/Prospectus or any other document that Devon or Coterra has filed or may file with or furnish to the SEC. INVESTORS AND SECURITY HOLDERS OF DEVON AND COTERRA ARE URGED TO READ THE REGISTRATION STATEMENT, THE JOINT PROXY STATEMENT/PROSPECTUS, INCLUDING ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, AND ANY OTHER RELEVANT DOCUMENTS THAT ARE OR WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY DO AND WILL CONTAIN IMPORTANT INFORMATION ABOUT DEVON, COTERRA, THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and security holders will be able to obtain copies of the registration statement and the Joint Proxy Statement/Prospectus and other documents containing important information about Devon and Coterra free of charge from the SEC’s website. The documents filed by Devon with the SEC may be obtained free of charge at Devon’s website at investors.devonenergy.com or at the SEC’s website at www.sec.gov. These documents may also be obtained free of charge from Devon by requesting them by mail at Devon, Attn. Investor Relations, 333 West Sheridan Ave, Oklahoma City, OK 73102. The documents filed by Coterra with the SEC may be obtained free of charge at Coterra’s website at investors.coterra.com or at the SEC’s website at www.sec.gov. These documents may also be obtained free of charge from Coterra by requesting them by mail at Coterra, Attn: Investor Relations, Three Memorial City Plaza, 840 Gessner Road, Suite 1400, Houston, Texas 77024.

NO OFFER OR SOLICITATION

This communication is not intended to and shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote of approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

Item 9.01

Financial Statements and Exhibits

(d) Exhibits


Exhibit No.		Description

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.

Source: View Original Filing on SEC EDGAR

Devon Energy stockholders approved issuing shares of common stock to Coterra Energy stockholders and amending Devon’s charter to increase authorized common shares to 2,000,000,000. Both proposals are directly tied to completing the planned merger between Devon and Coterra.

The stock issuance proposal received 470,046,943 votes for, 4,149,656 against, and 1,150,100 abstentions. This approval authorizes Devon to issue shares of its common stock to Coterra stockholders as consideration under the Agreement and Plan of Merger.

Investors approved an amendment to Devon’s restated certificate of incorporation increasing authorized common shares from 1,000,000,000 to 2,000,000,000. The vote was 468,262,401 for, 5,833,875 against and 1,250,423 abstaining, supporting the share capacity needed for the merger.

Devon states it expects the closing of transactions under the Merger Agreement with Coterra to occur on or about May 7, 2026. Completion remains subject to satisfaction of customary closing conditions described in the Merger Agreement and Joint Proxy Statement/Prospectus.

Devon filed a registration statement on Form S-4 registering Devon shares for the merger, declared effective March 26, 2026. Devon and Coterra also filed a definitive Joint Proxy Statement/Prospectus on March 30, 2026, which provides detailed information about the proposed transaction.

No. The communication explicitly states it is not an offer to sell or solicit an offer to buy securities. Any offer of securities related to the merger must be made only by means of a prospectus meeting Section 10 of the Securities Act of 1933 requirements.

Broker Non-Votes

3 documents