Devon Energy Corp

This proposal asks stockholders to cast a non-binding advisory vote to approve the Company’s executive compensation program as disclosed in the Proxy Statement (commonly known as a “say-on-pay” vote). Management is seeking shareholder approval to validate its pay-for-performance philosophy and the specific 2025 compensation decisions for the named executive officers, which emphasize long-term equity incentives (PSUs) and annual performance-based cash incentives tied to a multi-metric scorecard (free cash flow, CROCE, capital spending, production, safety and environmental targets). The Board recommends a vote FOR and frames this advisory vote as an important channel for stockholder feedback; the Board has committed to consider the outcome when setting future compensation. Contextually, Devon recently completed a transformative merger with Coterra and has adjusted executive pay practices (including LTI mix and scorecard composition) in response to investor engagement and proxy-advisor commentary. Management contends that the program aligns executives with long-term shareholder returns by weighting the CEO and other NEOs’ compensation heavily toward PSUs tied to relative TSR and by including clawback, stock ownership guidelines, and other governance features. The principal counter-arguments from critics historically have related to target-setting and the potential for perceived misalignment in short-term goal setting; management has sought to address these through enhanced disclosure on goal-setting, adjustments to LTI mix for the CEO, and peer benchmarking. Because the vote is advisory, a negative outcome would not directly change awards, but the Board would likely engage with investors and may revise program features to address concerns. For investors evaluating this proposal, key considerations include the transparency of the scorecard targets, the degree to which realized pay tracked company TSR and peer performance in recent years, the post-merger governance adjustments, and the Board’s responsiveness to prior shareholder feedback. Overall, the Board’s recommendation is grounded in the view that the current mix of metrics and equity-based long-term incentives promote measured risk-taking and alignment with stockholder interests while retaining flexibility to refine program design in response to investor input.

This agenda item is a procedural catch‑all that authorizes the proxies to vote on any additional matters that may properly arise during the annual meeting or any adjournment. It does not specify substantive items in advance and is commonly included to allow the meeting to address unforeseen or procedural matters without reconvening. Management and the Board typically do not provide a specific recommendation because the content of any such additional business is unknown at the time the proxy materials are distributed. From a governance perspective, items that could fall under this heading range from ministerial actions to motions for adjournment or procedural proposals; truly substantive proposals would generally be disclosed in the proxy statement prior to the meeting. For investors, the practical risk associated with this item is low provided the Company’s disclosure practices are robust and there is no expectation of material, non-disclosed matters being presented under this heading. If material items were presented unexpectedly, proxy holders have discretion to vote in accordance with the best judgment of management and the Board, subject to fiduciary duties. Institutional investors monitoring governance developments should ensure they have voting instructions in place if they wish to control outcomes for any unanticipated business. The Board’s stance reflects standard practice: enable orderly conduct of the meeting while reserving judgment on unspecified matters until they arise.