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

From the Chair of the Board and President and CEO

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Dear Fellow Stockholders,

Since its founding over fifty years ago, Devon has been a leader in developing solutions for the energy needs in the world. This requires a mindset that recognizes opportunities. This also requires a focus on our conviction that the world will continue to need affordable and reliable supplies of energy for the foreseeable future, including energy derived from our core business: the exploration and production of oil, natural gas, and natural gas liquids.

Over the past year, Devon completed a multi-year leadership transition process that positions the Company for new opportunities. Rick Muncrief—a 45-year veteran and leader in the industry—retired as President and CEO and as a member of the Board in March. Rick was a one-of-a-kind leader: His vision and technical acumen were instrumental in propelling our success following the transformational merger of Devon and WPX Energy in 2021. We are thankful for Rick’s service as well as that of our retiring director, John Krenicki Jr. Throughout his seven years on the Board, John provided thoughtful and candid strategic advice. As anticipated, John Bethancourt became Board Chair in July. John succeeded Barbara Baumann who remains on the Board.

In naming Clay Gaspar as Devon’s new President and CEO and as a member of the Board, the Board recognized Clay’s deep operational experience with Devon’s assets, technical expertise, and preparedness to lead a complex organization like Devon. Clay is ready to build on the significant operational momentum generated in 2024 and lead the Company to new success. This Proxy Statement provides additional background on the Board’s succession planning process that culminated in Clay’s appointment.

In 2024, Devon generated some of the best operational results in the Company’s history. The Company averaged 848,000 oil-equivalent barrels per day in the fourth quarter, which represents a record level for the Company. Those outstanding results include the successful integration of the Willison Basin assets acquired from Grayson Mill Energy in September. The Company continues to be focused on stockholder returns and the new Willison Basin assets underscore that commitment: The transaction was immediately accretive to Devon’s key per-share financial measures, including earnings, cash flow, free cash flow, and net asset value, and the Company announced an expansion of its stock-repurchase authorization by 67 percent to $5 billion through mid-year 2026. Devon subsequently raised its quarterly fixed dividend rate by 9 percent to $0.24 per share for the first quarter of 2025, which aligns with the Company’s strategic priority of delivering value to stockholders through a sustainable, annually growing fixed dividend.

Clay and the Board are aligned on the strategic priorities of the Company and the opportunity that a leadership transition creates for identifying new ways to drive future success. In January, the Company announced key updates to Devon’s leadership team that reflect Clay’s vision for the Company: Appointing our Senior Vice President, E&P Asset Management, Senior Vice President, E&P Operations, and Senior Vice President and Chief Technology Officer highlights Clay’s emphasis on operational excellence and technological savvy. A duration-focused company must nourish the dual objectives embedded in those roles: Devon strives for constant operational improvement while continuing to innovate, develop, and embrace the technologies that will unlock even greater value for our stockholders. Our leadership team continues to prioritize our commitment to high-quality corporate governance and strategic decision-making practices that promote long-term value for our investors. We maintain an ongoing focus on risk management, including addressing matters related to the environment, the health, safety, and success of our people, and the vitality of the communities in which we operate. We invite you to review this Proxy Statement and the materials on our website to learn more about the values we adhere to and the positive impact we make.

We are excited about Devon’s future. We respectfully ask for your voting support for the items described in more detail in the materials that follow.

Sincerely,

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

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Meeting Agenda

Stockholders will be asked to vote on the following matters at the 2025 Annual Meeting of Stockholders (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 10, 2025 (the record date) is entitled to receive notice of, attend, submit 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 23, 2025, 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 at our principal offices located at 333 W. Sheridan Ave., Oklahoma City, Oklahoma.

For specific information, please refer to the section “Frequently Asked Questions About the Annual Meeting” beginning on page 76.

BY ORDER OF THE BOARD OF DIRECTORS

NYSE: DVN

www.devonenergy.com

333 W. Sheridan Ave.

Oklahoma City, OK 73102-5015

405-235-3611