Form 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 10, 2013 (June 5, 2013)

 

 

DEVON ENERGY CORPORATION

(Exact Name of Registrant as Specified in its Charter)

 

 

 

DELAWARE   001-32318   73-1567067

(State or Other Jurisdiction

of Incorporation or Organization)

 

(Commission

File Number)

 

(IRS Employer

Identification Number)

 

333 W. SHERIDAN AVE., OKLAHOMA CITY, OK   73102
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: (405) 235-3611

 

 

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))

 

 

 


Item 5.07 Submission of Matters to a Vote of Security Holders

The Annual Meeting of Stockholders of Devon Energy Corporation (“Devon”) was held on Wednesday, June 5, 2013. In connection with the meeting, proxies for the meeting were solicited pursuant to the Securities Exchange Act of 1934. The following are the voting results for the items of business considered and voted upon at the meeting, all of which were described in Devon’s 2013 Proxy Statement.

 

  1. The stockholders elected each of Devon’s eight nominees to serve on Devon’s Board of Directors for a one-year term. The vote tabulation with respect to the nominees is as follows:

 

NOMINEE

   VOTES
FOR
     AUTHORITY
WITHHELD
     BROKER
NON-VOTES
 

Robert H. Henry

     285,167,949         29,678,313         42,247,526   

John A. Hill

     296,130,490         18,715,772         42,247,526   

Michael M. Kanovsky

     304,384,344         10,461,918         42,247,526   

Robert A. Mosbacher, Jr.

     295,254,854         19,591,408         42,247,526   

J. Larry Nichols

     305,468,056         9,378,206         42,247,526   

Duane C. Radtke

     296,777,783         18,068,479         42,247,526   

Mary P. Ricciardello

     305,942,691         8,903,571         42,247,526   

John Richels

     306,313,907         8,532,355         42,247,526   

 

  2. The Board proposal for an advisory (non-binding) vote on the compensation of our named executive officers was approved. The results of the vote are as follows:

 

VOTES FOR

   VOTES AGAINST      VOTES ABSTAINED      BROKER NON-VOTES  

195,425,676

     116,463,840         2,956,746         42,247,526   

 

  3. The appointment of KPMG LLP as the Company’s Independent Auditors for 2013 was ratified. The results of the vote are as follows:

 

VOTES FOR

   VOTES AGAINST      VOTES ABSTAINED      BROKER NON-VOTES  

352,270,170

     3,163,180         1,660,438         0   

 

4. The stockholder proposal for a Report Disclosing Lobbying Policies and Practices was not presented because neither the proponent nor a qualified representative of the proponent appeared at the Annual Meeting to present the proposal. The proposal was included in the Proxy Statement, and it was one of the items for business for which proxies for the Annual Meeting were solicited. Even if the proposal had been presented, the proposal would not have been approved due to a lack of stockholder support. Broadridge Financial Solutions, Inc., our Inspector of Elections, has certified to us that the proposal received 67,569,506 votes for, 227,703,014 votes against, 19,573,742 abstentions and 42,247,526 broker non-votes.

 

Page 2 of 4


5. The stockholder proposal for a Majority Vote Standard for Director Elections was approved. The results of the vote are as follows:

 

VOTES FOR

   VOTES AGAINST      VOTES ABSTAINED      BROKER NON-VOTES  

160,760,545

     152,213,453         1,872,264         42,247,526   

 

6. The stockholder proposal for the Right to Act by Written Consent was not presented because neither the proponent nor a qualified representative of the proponent appeared at the Annual Meeting to present the proposal. The proposal was included in the Proxy Statement, and it was one of the items for business for which proxies for the Annual Meeting were solicited. Even if the proposal had been presented, the proposal would not have been approved due to a lack of stockholder support. Broadridge Financial Solutions, Inc., our Inspector of Elections, has certified to us that the proposal received 128,381,585 votes for, 183,733,879 votes against, 2,730,798 abstentions and 42,247,526 broker non-votes.

 

Page 3 of 4


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 hereto duly authorized.

 

DEVON ENERGY CORPORATION
By:  

/s/ Carla D. Brockman

  Carla D. Brockman
  Vice President Corporate Governance and
  Secretary

Date: June 10, 2013

 

Page 4 of 4