e8vk
 
 
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 9, 2011 (June 8, 2011)
DEVON ENERGY CORPORATION
(Exact Name of Registrant as Specified in its Charter)
         
DELAWARE   001-32318   73-1567067
(State or Other Jurisdiction of   (Commission File Number)   (IRS Employer
Incorporation or Organization)       Identification Number)
     
20 NORTH BROADWAY, OKLAHOMA CITY, OK   73102
(Address of Principal Executive Offices)   (Zip Code)
Registrant’s telephone number, including area code: (405) 235-3611
     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:
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


 

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On June 8, 2011, the Board of Directors of Devon Energy Corporation (“Devon”) adopted new Bylaws. The principal change effected by the adoption of the new Bylaws was to amend Article IX, Section 1 of the Bylaws to replace “66 2/3%” with “majority” to conform with the amendment provisions in the Company’s Amended and Restated Certificate of Incorporation.
In addition to the amendment described above, adoption of the new Bylaws effected various changes to clarify language and make other technical corrections and non-substantive modifications.
The Bylaws reflecting these changes are filed as Exhibit 3.1 to this report.
Item 5.07 Submission of Matters to a Vote of Security Holders
     The Annual Meeting of Stockholders was held in Oklahoma City, Oklahoma on Wednesday, June 8, 2011. In connection with the meeting, proxies for the meeting were solicited pursuant to the Securities Exchange Act of 1934. The following are the voting results on proposals considered and voted upon at the meeting, all of which were described in Devon’s 2011 Proxy Statement.
     1. Eight Directors were elected to serve on Devon’s Board of Directors for a term expiring in 2012. The vote tabulation with respect to the nominees is as follows:
                         
    VOTES   AUTHORITY   BROKER
NOMINEE   FOR   WITHHELD   NON-VOTES
 
Robert H. Henry
    298,931,687       35,118,260       38,590,766  
John A. Hill
    319,445,304       14,604,643       38,590,766  
Michael M. Kanovsky
    296,076,960       37,972,987       38,590,766  
Robert A. Mosbacher, Jr.
    322,115,928       11,934,019       38,590,766  
J. Larry Nichols
    324,069,472       9,980,475       38,590,766  
Duane C. Radtke
    326,267,553       7,782,394       38,590,766  
Mary P. Ricciardello
    331,008,717       3,041,230       38,590,766  
John Richels
    326,923,331       7,126,616       38,590,766  
 
2.   The Board proposal seeking a non-binding advisory vote on our executive compensation was approved. The results of the vote are as follows:
             
VOTES FOR   VOTES AGAINST   VOTES ABSTAINED   BROKER NON-VOTES
 
189,706,797   143,123,245   1,219,905   38,590,766

Page 2 of 5


 

     3. The Board proposal seeking a non-binding advisory vote of the stockholders on the frequency of advisory votes on executive compensation was approved in favor of one year as the frequency. The results of the vote are as follows:
                 
ONE YEAR   TWO YEARS   THREE YEARS   VOTES ABSTAINED   BROKER NON-VOTES
 
283,685,459   853,222   48,328,748   1,182,518   38,590,766
Of the total votes cast, 84.92% voted for a frequency of one year, 0.25% voted for a frequency of two years and 14.46% voted for a frequency of three years. Based on these results, and consistent with the Board’s recommendation to Devon’s stockholders in connection with such vote, the Board has determined that, until the next vote on the frequency of holding advisory votes on executive compensation, Devon will hold a non-binding advisory vote on executive compensation every year. In accordance with the United States Securities and Exchange Commission regulations, Devon must hold votes on the frequency of holding such advisory votes at least once every six years.
     4. The Board proposal to amend the Restated Certificate of Incorporation to Eliminate Supermajority Voting Provisions was approved. The results of the vote are as follows:
             
VOTES FOR   VOTES AGAINST   VOTES ABSTAINED   BROKER NON-VOTES
 
367,350,836   4,850,628   439,249   0
     5. The Board proposal to amend and restate the Restated Certificate of Incorporation to Remove Unnecessary and Outdated Provisions was approved. The results of the vote are as follows:
             
VOTES FOR   VOTES AGAINST   VOTES ABSTAINED   BROKER NON-VOTES
 
371,518,791   718,146   403,776   0
     6. The appointment of KPMG LLP as the Company’s Independent Auditors for 2011 was ratified. The results of the vote are as follows:
             
VOTES FOR   VOTES AGAINST   VOTES ABSTAINED   BROKER NON-VOTES
 
366,537,877   5,431,357   671,479   0
     7. A shareholder proposal for Shareholder Action by Written Consent was approved. The results of the vote are as follows:
             
VOTES FOR   VOTES AGAINST   VOTES ABSTAINED   BROKER NON-VOTES
 
202,200,166   130,867,137   982,644   38,590,766

Page 3 of 5


 

Item 9.01 Financial Statements and Exhibits
     (d) Exhibits
     
Exhibit No.   Description
 
   
Exhibit 3.1
  Bylaws of Devon Energy Corporation

Page 4 of 5


 

SIGNATURES
     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 hereto duly authorized.
         
  DEVON ENERGY CORPORATION
 
 
  By:   /s/ Carla D. Brockman    
    Carla D. Brockman   
    Vice President Corporate Governance and Secretary   
 
Date: June 9, 2011

Page 5 of 5