Devon Energy Corp

1. 1

   Stock Issuance Proposal (Devon

   ManagementBoard: FOR

   Approve issuance of Devon common stock to Coterra stockholders as consideration in the merger pursuant to the Merger Agreement.

   More detail

   This proposal asks Devon stockholders to approve the issuance of shares of Devon common stock to the holders of Coterra common stock as the principal form of merger consideration under the Merger Agreement. Management is seeking shareholder approval because issuance of the required shares is a condition to closing the transaction under NYSE and Delaware requirements and because the merger consideration is fixed as an exchange ratio (0.70 shares of Devon per Coterra share). The Devon Board has unanimously recommended a vote FOR, concluding the Merger Agreement and transactions are advisable and fair and believing the combination will create scale, capture estimated synergies (~$1.0 billion run-rate pre-tax by 2027), and improve capital allocation and free cash flow profile. Evercore provided a fairness opinion to the Devon Board on the exchange ratio; the board considered that opinion along with strategic, financial and operational analyses. Key governance and integration aspects — including board composition and management continuity — and potential dilution to existing Devon holders were part of the Board’s deliberations. The Board also evaluated risks: execution risk for synergies, integration costs, management distraction, potential litigation, and the risk that anticipated benefits may not materialize. The approval threshold is a majority of shares present in person or represented by proxy, so broker non-votes and abstentions have specific effects described in the proxy. If stockholders reject this proposal, the merger cannot close as currently structured because issuance of the shares is a closing condition; conversely, approval permits issuance of the shares and moves the transaction toward closing subject to other conditions.

2. 1

   Coterra Merger Proposal

   ManagementBoard: FOR

   Adopt and approve the Agreement and Plan of Merger, the merger of Merger Sub into Coterra, and the other transactions contemplated by the Merger Agreement, under which each Coterra share will be converted into the right to receive 0.70 shares of Devon common stock (cash in lieu of fractional shares).

   More detail

   This proposal asks Coterra stockholders to adopt and approve the Merger Agreement under which Merger Sub (a Devon subsidiary) will merge into Coterra and Coterra will become a wholly-owned subsidiary of Devon, with each eligible Coterra share converted into 0.70 shares of Devon common stock (cash in lieu of fractional shares). Management explains that approval is a condition to closing; the Coterra Board unanimously recommends FOR after evaluating strategic fit, relative valuations and synergies and after receiving a fairness opinion from Goldman Sachs on the exchange ratio. The Coterra Board considered alternatives and competing proposals, analyzed exchange ratio negotiations and governance arrangements, and weighed the expected benefits — including scale, a stronger pro forma asset base (notably Delaware Basin position), estimated synergies and improved market positioning — against transaction costs, integration risk, potential litigation and dilution considerations. The Board also considered management and director interests, the treatment of equity awards, and the potential that the expected benefits may not be realized. Goldman Sachs provided an opinion that the exchange ratio was fair from a financial point of view to the holders of Coterra shares (other than Devon and its affiliates) as of February 1, 2026. Adoption requires a majority of outstanding Coterra shares entitled to vote; if the proposal fails, the merger cannot close as currently structured.

3. 2

   Authorized Share Charter Amendment Proposal (Devon

   ManagementBoard: FOR

   Approve amendment of Devon’s restated certificate of incorporation to increase authorized shares of common stock from 1,000,000,000 to 2,000,000,000 (and related preferred stock authorization) to permit issuance of shares in the merger and for other corporate purposes.

   More detail

   This proposal requests shareholder approval to amend Devon’s certificate of incorporation to increase authorized common stock from 1.0 billion to 2.0 billion shares (and to set authorized preferred shares at 4.5 million), which management states is necessary to issue shares in the merger and to provide flexibility for future corporate needs such as financing, acquisitions, equity incentives and stock splits. Management frames the amendment as a technical and enabling step required by the Merger Agreement; the amendment would become effective only upon filing the certificate of amendment and is conditioned on completion of the merger. The Devon Board unanimously recommends FOR, emphasizing that without the authorized-share increase Devon cannot deliver the merger consideration (estimated issuance of ~538 million shares) and that the board does not intend the change as an anti-takeover device. The Board acknowledged potential dilution and other impacts from future issuances of the additional authorized shares, and considered that the amendment could in theory make hostile acquisition more difficult — but stated it is not intended as an anti-takeover measure. Approval requires a majority of outstanding shares entitled to vote; if approved but the merger later fails to close, management states it will not file the certificate of amendment and will abandon the amendment. The Board considered both strategic rationale (enabling the transaction and future flexibility) and potential negative effects (dilution, perception issues) before recommending the proposal.

4. 2

   Advisory Compensation Proposal (Coterra

   ManagementBoard: FOR

   Non-binding, advisory vote to approve the compensation that may be paid or become payable to Coterra’s named executive officers in connection with the merger, as disclosed in the proxy statement (Item 402(t) disclosures).

   More detail

   This is a non-binding advisory proposal allowing Coterra stockholders to express their views on the merger-related compensation and payments to named executive officers, as disclosed under Item 402(t) of Regulation S-K. Management seeks this advisory vote to provide stockholder feedback on severance, change-in-control payments and other merger-related compensation that may be triggered by the transaction; the Coterra Board recommends FOR while noting the vote is advisory and that such payments may be made even if stockholders vote against the proposal. The Board and advisors quantified potential payments to executives and disclosed those interests in the proxy; stockholders should weigh alignment concerns, retention incentives, and potential governance optics against management’s rationale that such arrangements aid continuity and execution through the integration period. The advisory nature means it does not change contractual obligations but may influence post-closing governance and compensation decisions and the board’s engagement with stockholders. The vote requires a majority of shares present in person or represented by proxy and, while not binding, a negative outcome could prompt the Board to review compensation practices or engage with major holders. The Board also considered fairness opinions and overall strategic rationale for the merger when recommending the advisory approval.

5. 3

   Devon Adjournment Proposal

   ManagementBoard: FOR

   Authorize the proxy holders to vote to adjourn the Devon Special Meeting, if necessary or appropriate, to solicit additional proxies to obtain approval of the Devon Merger Proposals or to ensure timely delivery of any supplement or amendment to the proxy materials.

   More detail

   The adjournment proposal requests authority for the proxies to adjourn the special meeting to solicit additional proxies or to allow distribution of supplemental proxy materials so that the Devon Merger Proposals may be approved. Management indicates this is a procedural, contingency measure intended to permit adequate time and quorum/proxy support if the initial meeting does not produce sufficient votes. The Board recommends FOR, noting that approval of this adjournment proposal is separate from and not a substitute for approval of the substantive Merger Proposals. The company explains the voting and quorum consequences of abstentions and broker non-votes in the proxy and that adjournment may be used to seek further stockholder engagement. If approved, proxies would be permitted to adjourn the meeting as needed, which could extend solicitation activity and delay the final vote date. Stockholders retain the right to vote separately on the substantive proposals even if they oppose adjournment. The proposal does not change the terms of the Merger Agreement; it only provides procedural flexibility to achieve required approvals.

6. 3

   Coterra Adjournment Proposal

   ManagementBoard: FOR

   Authorize the proxies to adjourn the Coterra Special Meeting, if necessary or appropriate, to solicit additional proxies or to permit timely delivery of any supplement or amendment to the proxy materials to obtain approval of the Coterra Merger Proposal.

   More detail

   This procedural proposal asks stockholders to permit the proxies to adjourn the Coterra Special Meeting to solicit additional proxies or to allow for distribution of supplemental information so that the Coterra Merger Proposal may receive the necessary approvals. Management frames this as a pragmatic contingency to ensure adequate time for outreach and regulatory or disclosure supplements; it does not change transaction economics or terms. The Coterra Board recommends FOR, clarifying that the adjournment vote is separate from the substantive Merger and Advisory Compensation votes. If passed, the board’s representatives could extend the meeting and continue solicitation, potentially enabling the transaction to reach the required shareholder approval threshold. Opponents cannot use this adjournment as a vehicle to alter the Merger Agreement’s terms; however, repeated adjournments could delay closing and increase transaction costs. The proposal’s approval is subject to voting rules for abstentions and broker non-votes as described in the proxy materials.

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When is the Devon Energy Corp 2026 special meeting?

Devon Energy Corp (DVN) holds its 2026 special shareholder meeting on Monday, May 4, 2026.

What is the record date for the Devon Energy Corp 2026 meeting?

The record date for the Devon Energy Corp 2026 meeting is Friday, March 27, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Devon Energy Corp's 2026 meeting?

The board is presenting 2 director nominees at the Devon Energy Corp 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Devon Energy Corp 2026 meeting?

Shareholders will vote on 6 proposals at the Devon Energy Corp 2026 meeting, each tagged with who proposed it and the board's recommendation.