8-KCorporate ChangesExhibits & Filings

DEVON ENERGY CORP/DE 8-K Report, Bylaw Amendment (Jan 27, 2016)

Filed January 27, 2016For Securities:DVN

Summary

Devon Energy Corporation (DVN) filed an 8-K on January 27, 2016, reporting amendments to its Bylaws, effective January 26, 2016. The primary change introduces "proxy access," allowing eligible long-term stockholders to nominate director candidates for inclusion in the company's proxy materials. This move aims to provide shareholders with a greater voice in board composition, a significant development for governance-focused investors. The amendments permit a stockholder, or a group of up to 20 stockholders, holding at least 3% of outstanding common stock continuously for three years, to nominate director candidates. These candidates can constitute up to the greater of two individuals or 20% of the Board. While the bylaw changes are effective immediately, proxy access will first be applicable for the 2017 annual meeting of stockholders. Other amendments include clarifications to advance notice and special meeting provisions, as well as enhanced requirements for director nominees.

Key Highlights

  • 1Devon Energy adopted "proxy access" through amendments to its Bylaws.
  • 2Eligible stockholders can now nominate director candidates for inclusion in company proxy materials.
  • 3Minimum ownership requirement for proxy access is 3% of common stock held continuously for at least three years.
  • 4The proxy access provision allows nomination of up to the greater of two directors or 20% of the Board.
  • 5Proxy access will be effective for the 2017 annual meeting of stockholders.
  • 6Bylaws were also updated for clarity on advance notice and special meeting procedures.
  • 7New requirements were added for director nominees to provide specific information, representations, and agreements.

Frequently Asked Questions

Proxy access is a provision that allows eligible long-term shareholders to nominate director candidates and have those candidates included in the company's own proxy materials. Devon Energy is implementing this to enhance corporate governance and provide shareholders with a greater mechanism for board oversight and representation.

Eligibility requires a stockholder, or a group of up to 20 stockholders, to own at least 3% of Devon Energy's outstanding common stock continuously for a minimum of three years.

Although the Bylaws were amended and effective on January 26, 2016, shareholders will be able to utilize the proxy access provision for the first time in connection with Devon Energy's 2017 annual meeting of stockholders.

Eligible shareholders can nominate director candidates representing up to the greater of two individuals or 20% of the size of the Board of Directors.