8-KCorporate ChangesExhibits & Filings

DEVON ENERGY CORP/DE 8-K Report, Bylaw Amendment (Sep 16, 2013)

Filed September 16, 2013For Securities:DVN

Summary

Devon Energy Corporation (DVN) filed an 8-K on September 16, 2013, reporting an amendment to its Amended and Restated Bylaws, effective September 11, 2013. The primary change concerns the voting standards for director elections. In uncontested director elections, a majority vote of outstanding shares will now be required for election, a shift from the previous plurality standard that included an exception for director elections. In contested elections, the plurality vote standard will continue to apply. This amendment signifies a move towards a more stringent director election process for Devon Energy in situations where there isn't a contested proxy battle. Investors should note this change as it impacts the governance structure and the power of shareholder votes in director nominations. While the plurality vote still applies to contested situations, the majority vote requirement for uncontested elections increases the threshold for directors to be elected.

Key Highlights

  • 1Devon Energy amended its Bylaws on September 11, 2013.
  • 2The amendment changes the voting standard for the election of directors.
  • 3In uncontested elections, directors will now be elected by a majority vote of stockholders.
  • 4Previously, the plurality vote standard applied to director elections (with a carve-out for director elections).
  • 5In contested elections, directors will continue to be elected by a plurality vote.
  • 6This governance change impacts how directors are appointed and the weight of shareholder votes.

Frequently Asked Questions

The main change is the amendment to Devon Energy's Amended and Restated Bylaws concerning the voting standards for the election of directors. Specifically, directors in uncontested elections will now require a majority vote of stockholders for election, rather than a plurality.

If an election is uncontested, a higher threshold (majority vote) is now required for a director to be elected. This means that more than 50% of the shares voted must be in favor of a director for them to be elected. In contested elections, the existing plurality standard (where the nominees with the most votes win, regardless of whether they receive a majority) remains in place.

The amendments to the Amended and Restated Bylaws became effective on September 11, 2013.

The filing itself does not specify a reason for the change or indicate any direct link to a current shareholder activism event. However, adopting a majority vote standard for uncontested director elections is often seen as a corporate governance enhancement that can improve accountability to shareholders.