DEVON ENERGY CORPDE

For the period ended Jun 4, 2025. Filed Apr 23, 2025.

About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Jun 4, 2025 · Filed Apr 23, 2025

DVN$42.21-1.6%Stored close · as of Nov 6, 2026

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Contents

Proxy Summary

PROXY SUMMARY

This summary highlights information described in other parts of this Proxy Statement and does not contain all of the information you should consider in voting. Please read the entire Proxy Statement before voting. For more complete information regarding our 2024 financial and operating performance, please review our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, which accompanies this Proxy Statement. This Proxy Statement references a variety of publications and other materials available on the Company’s website. These references are provided solely for the information of interested stockholders and are not incorporated by reference in this Proxy Statement.

Annual Meeting of Stockholders

					Date and Time							Location						Record Date
		Wednesday, June 4, 2025 8:00 a.m. (Central Time)				Online at: www.virtualshareholdermeeting.com/DVN2025				Thursday, April 10, 2025

Voting Matters

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


Item 1.	Election of Directors The Board is committed to including members with varying perspective, experience, and expertise that align with our business strategy. The Board believes that each of the director nominees named herein has skills and experiences that are highly relevant for an upstream energy company like Devon.	Vote FOR each director nominee	7
Item 2.	Ratify the selection of the independent auditor for 2025The Audit Committee has appointed KPMG to serve as Devon’s independent registered public accounting firm for 2025 and this appointment is being submitted to our stockholders for ratification. The Audit Committee and the Board believe that the continued retention of KPMG is in the best interest of the Company and our stockholders.	Vote FOR	30
Item 3.	Approve, in an advisory vote, executive compensation Devon seeks an advisory vote from its stockholders to approve the compensation of the NEOs as disclosed in this Proxy Statement. The Board values the opinions of our stockholders and will take into account the outcome of this advisory vote when considering future executive compensation decisions.	Vote FOR	35
Item 4.	Consider and vote upon the stockholder proposal set forth in this Proxy Statement, if properly presented at the Annual MeetingThe Board believes that the actions requested by the proponent are not in the best interest of our stockholders.	Vote AGAINST	72

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Our Company and Assets

Based in Oklahoma City, Devon employs approximately 2,300 people across our onshore oil, natural gas liquids, and natural gas assets located in New Mexico, Texas, Oklahoma, North Dakota, Montana, and Wyoming. Our Company is a leading unconventional oil producer in the United States, with an asset base underpinned by a premium acreage position in the economic core of the Delaware Basin, which is located in the most prolific geologic basin for oil in the United States.

	Portfolio Built to Deliver SustainablePerformance
	PREMIER MULTI-BASIN PORTFOLIO ■ Acreage located in top US resource plays ■ Underpinned by world-class Delaware Basin position DIVERSIFIED COMMODITY MIX ■ Balanced exposure to oil & natural gas production ■ Access to premium markets improves realized prices on production OPERATING SCALE ENHANCES PROFITABILITY ■ Low-cost structure drives differentiated margins ■ Track record of improving efficiencies & lowering cost of supply DEEP INVENTORY OF REPEATABLE OPPORTUNITIES ■ Multi-year low-risk development inventory ■ Resource upside from ongoing appraisal and exploration activity

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Our Strategy

Our business strategy is focused on delivering a consistently competitive stockholder return among our peer group. Because the business of exploring for, developing, and producing oil and natural gas is capital intensive, delivering sustainable, capital efficient cash flow growth is a key tenet to our success. While our cash flow is highly dependent on volatile and uncertain commodity prices, we pursue our strategy throughout all commodity price cycles by focusing on the following strategic priorities:

		Operating excellence ■ Operating safely, reliably, and in an environmentally responsible manner ■ Embrace innovative thinking and technology to improve business performance Advantaged asset portfolio ■ Diversified multi-basin portfolio in top U.S. resource plays ■ High-quality inventory depth underpins long-term sustainability Maintaining financial strength and flexibility ■ Disciplined reinvestment to maximize free cash flow ■ Protecting our investment-grade credit ratings Delivering value to stockholders ■ Dedicated to sustainable, annual growth in fixed dividend ■ Enhancing return of capital with a share buyback program Cultivating a culture to succeed ■ Valuing and investing in our employees ■ Being a good steward in the communities in which we operate

Our Operating and Financial Performance

Devon posted exceptionally strong operating results in 2024 and exited the year in a strong financial position. The Company’s diversified, multi-basin portfolio delivered productivity across its assets, with the Rockies and Eagle Ford exceeding estimates in the fourth quarter due to strong new well productivity and solid base performance. Devon increased its operating scale and economic drilling inventory with the acquisition of the Williston Basin business of Grayson Mill Energy. The Company also continued to deliver returns to stockholders through dividends and share repurchases. Below are highlights:

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		■ Delivered $2.9 billion of net earnings, or $4.56 per share; $3.1 billion of core earnings, or $4.82 per share. ■ Produced record performance of 737,000 barrels of oil equivalent production per day, including 347,000 barrels of oil per day which is an 8% year-over-year increase. ■ Generated $6.6 billion of operating cash flow and $3.0 billion of free cash flow. ■ Returned $2.0 billion to stockholders through dividends and share repurchases, and the Board approved a 9% increase to the quarterly fixed dividend in 2025 to $0.24 per share. ■ Outperformed on health and safety targets for the year, with significant year-over-year improvement posted on key metrics. ■ Exited 2024 with $3.8 billion of liquidity, including $0.8 billion of cash.

Our Values

Our Company is guided by strong values—integrity, relationships, courage, and results.

Corporate Governance Centered on Strategy, Risk-Management, and Responsible Governance Practices

Devon recognizes that high standards for corporate governance are required to promote long-term value for our investors. Our Board focuses on effective strategic decision-making and risk management practices as it oversees our business. This Proxy Statement details our corporate governance framework and profile. Below we highlight features of our Board composition:

		91% Independence – Ten of Devon’s 11 Current Directors qualify as independent under New York Stock Exchange (NYSE) and Securities and Exchange Commission (SEC) standards. We believe that independent board members bring fresh perspectives and a range of skills to their oversight of the Company. Independent Board Chair – In July 2024, John Bethancourt became Devon’s Board Chair. Mr. Bethancourt’s appointment as Board Chair continues a Devon governance practice of separating the Chair and CEO roles. Average Tenure of 6 Years – Our Board nominees have an average tenure on the Board of 6 years, which provides a balance of experience and fresh perspectives. Skills and Competencies – Our Director nominees have skills and competencies that are highly relevant for a company with Devon’s profile. Our Board has significant leadership experience in key areas for an energy company.

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Our Environmental Performance Targets and Progress

We know that strong environmental performance is essential to protecting the communities in which we live and operate, managing risk, and generating long-term value for stakeholders. Devon has established environmental performance targets focused on reducing the carbon intensity of our operations, minimizing freshwater use, and engaging constructively with our value chain. These targets reflect our dedication and commitment to achieving meaningful emissions reductions while pursuing our ultimate goal of net zero GHG emissions for Scope 1 and 2 by 2050. We invite you to access our 2024 Sustainability Report at www.devonenergy.com to evaluate our progress on the targets. Below are highlights from the Report:

Environment

		■ Reduced methane emissions by 52% and methane emissions intensity by 57% in 2023 compared to 2019. ■ Reduced flared volumes by 83% and flared volume intensity by 82% in 2023 compared to 2019. ■ Used 83 million barrels of recycled water in 2023, an increase of 15% compared to 2022. ■ As reflected in the Compensation Discussion and Analysis of this Proxy Statement, the Company achieved corporate goals for 2024 for year-over-year reductions in Company-wide methane emissions intensity, methane emissions detections, and spill rates. Additional information will be provided in our 2025 Sustainability Report, which will be published later in the year.

Community and Employee Focus

Investing in Our Communities and Employees

To be a socially responsible operator, Devon focuses on building strong, safe communities and an educated workforce. We invest in aspects of community life where we can have the greatest impact, while aligning with Devon’s values and business goals: STEM (science, technology, engineering, and math) education, public safety, social services, and vibrancy in the communities where we operate. Below are highlights from our 2024 Sustainability Report.

		■ Invested $1.2 million in STEM education in 2023. ■ Opened STEM centers in 23 elementary schools and four middle schools, bringing our total to 161 STEM centers across the company since 2021. ■ Impacted 121,606 students and 5,845 teachers through our STEM investments. ■ Donations under our Employee Gift Match Program and annual Give for Good campaign, plus the Devon match for those donations, totaled $2.7 million.

Our Culture

A part of the Devon culture is to value differences, include and encourage others, and ensure all employees are able to perform at their best. We cultivate an open, supportive, and respectful workplace where our employees can feel a sense of belonging. When we bring together a variety of experiences and challenge ourselves to think differently, we believe it leads to innovation and creative problem-solving. Devon also engages with our communities to understand how we can make a difference beyond our workplace.

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		Our culture beliefs: ■ We believe it is foundational to Devon’s success now and in the future that our team include people with a variety of backgrounds, perspectives, experiences, and abilities. ■ We believe fairness is at the core of our culture, policies, and practices, and strive for all employees to have access to opportunities. ■ We believe in relationships and will ensure all employees feel seen, valued, heard, and connected.

Cybersecurity

With global cybersecurity threats and Devon’s digital technology use both increasing, we focus on protecting our networks, systems, and the significant amount of data we use to run our business. Devon invests in advanced tools and processes to help safeguard our technology, operate our business safely and reliably, manage risk, and deliver results.

A culture of prevention and compliance is central to our digital security. All employees take cybersecurity awareness training during onboarding and through annual refresher training. Through ongoing efforts to educate employees to recognize increasingly sophisticated threats like malware, ransomware, and phishing attempts, we are heightening digital security awareness in our workforce.

To Mitigate Cybersecurity Risk, We:

		■ Make efforts to align our corporate information security policy and program with the National Institute of Standards and Technology (NIST) Cybersecurity Framework for risk assessment. ■ Require and pay for Devon security operations team professionals to earn industry certifications in security essentials and incident handling. ■ Provide training, recognition, and enforcement to enhance our culture of prevention. ■ Use leading practices in our external-facing website.

Additional Reporting

We invite you to review our most recent Sustainability Report, Climate Change Assessment Report, Political Activity and Lobbying Report, and other reports and documents available on our website: www.devonenergy.com.

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