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 7, 2017

DEVON ENERGY CORPORATION

(Exact Name of Registrant as Specified in its Charter)

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 (see General Instructions A-2. below):

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. ☐

As further described under Item 5.07 below, Devon Energy Corporation (“Devon” or the “Company”) held its 2017 Annual Meeting of Stockholders (the “Annual Meeting”) on June 7, 2017. At the Annual Meeting, Devon’s stockholders approved (i) the Devon Energy Corporation Annual Incentive Compensation Plan (Amended and Restated Effective as of January 1, 2017) (the “Incentive Plan”) and (ii) the Devon Energy Corporation 2017 Long-Term Incentive Plan, effective as of June 7, 2017 (the “2017 LTIP”). Devon’s Board of Directors (the “Board”) previously approved the Incentive Plan and the 2017 LTIP, in each case subject to stockholder approval at the Annual Meeting.

Incentive Plan

The Incentive Plan provides for the grant of incentive cash bonuses that are intended to comply with Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”). Participation in the Incentive Plan is limited to employees who (i) hold the title or position of executive vice president or above or (ii) are “officers” under Section 16 the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The maximum bonus payment that any one participant may receive under the Incentive Plan is limited to $6,000,000 in each 12-month period included within the applicable performance period.

Under the Incentive Plan, participants will be eligible to receive cash bonuses based upon the attainment of performance goals established by the Compensation Committee of the Board (the “Compensation Committee”) for a designated performance period, which must be a period of at least 12 months. With respect to bonuses that are intended to be “performance-based compensation” under Section 162(m) of the Code, payment of such bonuses must be conditioned upon the attainment of performance goals that are pre-established by the Compensation Committee. These performance goals must be based on any one of, or combination of, the following criteria: earnings; earnings per share (actual or targeted growth); earnings before interest and taxes; pretax earnings before interest, depreciation, amortization, exploration and abandonment costs; pretax operating earnings after interest expense and before incentives, service fees, and extraordinary or special items or operating income; revenues; sales; debt level; cost reduction targets; interest-sensitivity gap levels; cash flow (including, but not limited to, cash flow before balance sheet changes, free cash flow, net cash flow, net cash flow before financing activities, cash flow from operations, increase in cash flow return); capital expenditures; weighted average cost of capital; debt/proved reserves; net income or gross income (including, but not limited to, income after capital costs and income before or after taxes); operating income; expense; working capital; operating or profit margin; pre-tax margin; contribution margin; return factors (including, but not limited to, return on equity, capital employed, or investment; risk adjusted return on capital; return on investors’ capital; return on average equity; return on assets; and return on net assets); book value; operating expenses (including, but not limited to, lease operating expenses, severance taxes and other production taxes, gathering and transportation and general and administrative costs); unit costs; net borrowing, debt leverage levels, credit quality, or debt ratings; accomplishment of mergers, acquisitions, dispositions, or similar business transactions (including, but not limited to, acquisition goals based on value of assets acquired or similar objectives); debt to debt plus stockholder equity; debt to EBIT or EBITDA; interest coverage; total stockholder return; comparative stockholder return; market price per share; book value per share; net asset value per share; growth measures; debt to total capitalization ratio; asset quality levels; investments; economic value added; stock price appreciation; market capitalization; accounts receivables day sales outstanding; accounts receivables to sales; achievement of balance sheet or income statement objectives; market share; assets; asset sale targets; non-performing assets; satisfactory internal or external audits; improvement of financial ratings; charge-offs; regulatory compliance; employee retention/attrition rates; individual business objectives; risk management activities, corporate value measures which may be objectively determined (including, but not limited to, ethics, compliance, environmental, diversity commitment, and safety); amount of the oil, gas and/or other similar energy commodity reserves; costs of finding oil, gas and/or other similar energy commodity reserves; reserve replacement ratio, reserve additions, or other reserve level measures; drilling results; natural gas, oil and/or other energy commodity production, production and reserve growth; implementation or completion of critical projects or processes; production volume; sales volume; production efficiency; inventory to sales; and inventory turns.

It is not possible to determine the specific amounts that may be awarded or payable under the Incentive Plan after the Annual Meeting, because any awards made thereunder are subject to the discretion of the Compensation Committee. This summary of the Incentive Plan is not complete and is qualified in its entirety by reference to the full text of the Incentive Plan, which is filed as Exhibit 10.1 to this report and is incorporated herein by reference.

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2017 LTIP

The 2017 LTIP is an omnibus incentive plan that provides for the grant of options, restricted stock, restricted stock units, Canadian restricted stock units, performance units and stock appreciation rights to eligible participants. The 2017 LTIP replaces Devon’s 2015 Long-Term Incentive Plan (the “2015 LTIP”). From and after the effective date of the 2017 LTIP, no further awards may be made under the 2015 LTIP; however, awards previously granted under the 2015 LTIP will continue to be governed by the terms of the documents for such awards.

Subject to the terms of the 2017 LTIP, awards may be made under the 2017 LTIP for a total of 33,500,000 shares of Devon common stock, plus the number of shares of Devon common stock available for issuance under the 2015 LTIP, including the shares of Devon common stock subject to outstanding awards under the 2015 LTIP in accordance with the provisions of the 2017 LTIP. The 2017 LTIP also includes certain award limits, including:

The Compensation Committee may determine that a restricted stock award, restricted stock unit, Canadian restricted stock unit or performance unit award granted to an eligible employee will be considered “performance-based compensation” under Section 162(m) of the Code. As determined by the Compensation Committee, performance-based awards will be based on the achievement of one or more business criteria, individually or in combination, that are substantially similar to the performance goals described above under the Incentive Plan.

It is not possible to determine the specific amounts and types of awards that may be granted under the 2017 LTIP after the Annual Meeting, because any awards made thereunder are subject to the discretion of the Compensation Committee or the full Board, as applicable. This summary of the 2017 LTIP is not complete and is qualified in its entirety by reference to full text of the 2017 LTIP, which is included as Exhibit 99.1 to Devon’s Registration Statement on Form S-8, filed with the Securities and Exchange Commission on June 7, 2017 (Commission File No. 333-218561), and is incorporated herein by reference.

The Annual Meeting was held on Wednesday, June 7, 2017. In connection with the Annual Meeting, proxies were solicited pursuant to the Exchange Act. 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 Devon’s Notice of 2017 Annual Meeting of Stockholders and Proxy Statement, filed with the Securities and Exchange Commission on April 26, 2017.

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Based on these results, and consistent with the Board’s recommendation to Devon’s stockholders in connection with such vote, the Company has determined that, until the next required vote on the frequency of such advisory votes on executive compensation, the Company will hold a non-binding advisory vote on the compensation of our named executive officers each year.

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SIGNATURE

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.

Date: June 12, 2017

EXHIBIT INDEX