DEVON ENERGY CORPORATION Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
As further described under Item 5.07 below,
The 2022 LTIP is an omnibus incentive plan that provides for the grant of options, restricted stock, restricted stock units and stock appreciation rights to eligible participants. The Compensation Committee of the Board (the "Committee") may determine that a restricted stock award or restricted stock unit will be performance based. Performance-based awards will be based on the achievement of one or more business criteria described in the 2022 LTIP and as determined by the Committee. The 2022 LTIP replaces Devon's 2017 Long-Term Incentive Plan (as amended, the "2017 LTIP"). From and after the effective date of the 2022 LTIP, no further awards may be made under the 2017 LTIP; however, awards previously granted under the 2017 LTIP will continue to be governed by the terms of the documents for such awards.
Subject to the terms of the 2022 LTIP, awards may be made under the 2022 LTIP for a total of 27,500,000 shares of Devon common stock, plus the number of shares of Devon common stock available for issuance under the 2017 LTIP, including shares of Devon common stock subject to outstanding awards under the 2017 LTIP that are transferred in accordance with the provisions of the 2022 LTIP. The 2022 LTIP also includes certain award limits, including:
• the maximum number of shares that may be awarded in the form of options or
stock appreciation rights to an eligible employee in any calendar year is
3,000,000;
• the aggregate number of shares made subject to the grant of performance-based
awards that are payable in shares to an eligible employee in any calendar
year may not exceed 1,500,000 shares (based on a maximum award level on the
grant date);
• the aggregate amount of cash made subject to the grant of performance-based
awards to an eligible employee in any calendar year may not exceed
$15,000,000 (based on a maximum award level on the grant date);
• the maximum value of awards, calculated as of the grant date, that may be
granted to an eligible non-employee director in any calendar year is
$750,000 ; and
• the maximum number of shares that may be awarded as incentive stock options
is 27,500,000 shares.
It is not possible to determine the specific amounts and types of awards that may be granted under the 2022 LTIP, because any awards made thereunder are subject to the discretion of the Committee or the full Board, as applicable. This summary of the 2022 LTIP is not complete and is qualified in its entirety by reference to full text of the 2022 LTIP, which is included as Exhibit 10.1 to this report and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company held the Annual Meeting on
1. The stockholders elected each of Devon's eleven nominees to serve on the
Board for a one-year term. The vote tabulation with respect to each
nominee was as follows:
VOTES AUTHORITY BROKER
NOMINEE FOR WITHHELD NON-VOTES
Barbara M. Baumann 440,594,158 59,474,728 74,440,628
John E. Bethancourt 494,718,631 5,350,255 74,440,628
Ann G. Fox 492,732,574 7,336,312 74,440,628
David A. Hager 453,436,797 46,632,089 74,440,628
Kelt Kindick 452,736,231 47,332,655 74,440,628
John Krenicki Jr. 493,537,494 6,531,392 74,440,628
Karl F. Kurz 486,550,028 13,518,858 74,440,628
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Robert A. Mosbacher, Jr. 475,277,053 24,791,833 74,440,628
Richard E. Muncrief 495,583,103 4,485,783 74,440,628
Duane C. Radtke 486,884,173 13,184,713 74,440,628
Valerie M. Williams 488,854,021 11,214,865 74,440,628
2. The appointment of KPMG LLP as Devon's independent auditors for 2022 was
ratified. The results of the vote were as follows:
VOTES VOTES VOTES BROKER
FOR AGAINST ABSTAINED NON-VOTES
549,150,048 24,883,169 476,297 -
3. The advisory vote on the compensation of Devon's named executive officers
was approved. The results of the vote were as follows:
VOTES VOTES VOTES BROKER
FOR AGAINST ABSTAINED NON-VOTES
476,219,600 22,533,382 1,315,904 74,440,628
4. The proposal for the adoption of the 2022 LTIP was approved. The results
of the vote were as follows:
VOTES VOTES VOTES BROKER
FOR AGAINST ABSTAINED NON-VOTES
476,660,365 22,345,596 1,062,925 74,440,628
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description of Exhibits 10.1Devon Energy Corporation 2022 Long-Term Incentive Plan ( incorporated by reference to Exhibit 99.1 to the Company's Registration Statement on Form S-8, filedJune 8, 2022 (Commission File No. 333-265472)). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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