DEVON ENERGY CORPDE

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549​

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material under §240.14a-12

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DEVON ENERGY CORPORATION

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(Name of Registrant as Specified in Its Charter)

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11.

A Message to Our Stockholders

Dear Fellow Stockholders,

At Devon, we always seek to achieve better results and make a positive and sustainable impact. For our stockholders, the most tangible way we produce results is through generating returns to stockholders. Our results in the fourth quarter of 2023 reflect that we headed into 2024 with financial and operational momentum through sharpened capital allocation and improvements in well productivity and efficiency. We are confident in Devon’s future.

Despite some challenges, we achieved several key milestones in 2023 that demonstrate Devon’s compelling value proposition. We delivered a production growth rate of 8% for the year, which resulted in the highest oil production in any year in our history. This healthy growth rate was also paired with returns on capital employed — a key metric that the market uses to assess capital efficiency and profitability — that outpaced the S&P 500 by a substantial margin for the third consecutive year. With the free cash flow our business produced, we rewarded stockholders with an impressive cash-return yield of approximately 10% that was balanced between buying back our shares from the market and producing dividends. Based on our confidence in the underlying health of our business, the Board approved a 10% increase to our fixed dividend payout shortly following the year.

Devon has established aggressive environmental performance targets focused on reducing the carbon intensity of our operations, minimizing freshwater use, and engaging constructively with our value chain. The Board and our employees are fully aligned on the importance of Devon’s performance in this area. Again this past year, our corporate goals that determine cash bonuses for employees prioritized emissions reductions, and Devon delivered significant improvements in greenhouse gas emissions intensity and methane emissions reductions. Devon, like many others in the oil and gas industry, recognizes the importance of reducing greenhouse gas emissions, while also remaining committed to supplying affordable, accessible, reliable energy to improve the quality of human lives around the world.

The macro environment for our industry is often challenging. We closely monitor geopolitical conflicts, global demand for energy commodities, and economic growth indicators. Legislative and regulatory activity in the United States and questions about energy infrastructure, among other things, lead to uncertainties that we must evaluate, manage, and de-risk. We prioritize constructive engagement on key issues impacting the oil and gas industry.

Our employees are dedicated and resilient, and we recognize that their welfare is central to our long-term success. Devon focuses on providing personally and professionally fulfilling careers, meaningful benefits and compensation, and a sense of belonging and inclusion. We frequently seek feedback from our employees through in-person meetings as well as anonymous company-wide surveys. We provide a range of professional, technical, and leadership development opportunities and recently expanded our policies and programs for employees to better balance their work and personal lives. Those changes have included enhanced benefits such as family and parental leave and increased wellness resources.

Devon has high-quality assets, financial strength, and highly skilled people. With continued discipline and focus, we are optimistic that we will continue to deliver strong results for our stockholders. Thank you for investing in Devon.

We respectfully ask for your voting support for the items described in more detail in the materials that follow.

Sincerely,

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

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Meeting Agenda

Stockholders will be asked to vote on the following matters at the Annual Meeting:

Your Vote Is Important

We encourage you to vote your shares of Devon Energy Corporation common stock in any of the following ways:

If you are a non-registered stockholder, please refer to the information forwarded by your bank, broker, or other holder of record to see which voting methods are available to you to vote in advance of the meeting.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS (cont.)

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Each stockholder of record as of the close of business on April 8, 2024 (the record date) is entitled to receive notice of, attend, ask questions, and vote at the meeting. A Notice of Internet Availability of Proxy Materials or proxy card is being mailed beginning on or about April 25, 2024, to each stockholder of record as of the record date. A complete list of stockholders entitled to vote during the Annual Meeting will be available to our stockholders during ordinary business hours, for a period of 10 days prior to the Annual Meeting.

For specific information, please refer to the section “Frequently Asked Questions About the Annual Meeting” beginning on page 74.

BY ORDER OF THE BOARD OF DIRECTORS

NYSE: DVN

www.devonenergy.com

333 W. Sheridan Ave.

Oklahoma City, OK 73102-5015

405-235-3611