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. |
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| 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. |
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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
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