8-KOther Events

DEVON ENERGY CORP/DE 8-K Report, Corporate Update (Sep 14, 2017)

Filed September 14, 2017For Securities:DVN

Summary

This Form 8-K filing by Devon Energy Corp. (DVN) provides an updated and superseding "Description of Capital Stock." The primary purpose is to update the description of its common stock, replacing the one filed in 1999, for incorporation into future SEC filings such as registration statements. Key details include the authorized capital stock structure (1 billion shares of common stock, 4.5 million shares of preferred stock) and the number of common shares outstanding as of September 8, 2017 (525,515,081). The filing also details the rights and limitations associated with common stock, the potential attributes and anti-takeover implications of preferred stock, and various anti-takeover provisions within the company's charter and bylaws, including restrictions on special meetings, advance notice requirements for stockholder proposals, prohibition of action by written consent, limitations on director liability, and Delaware General Corporation Law (DGCL) provisions like Section 203, which could impact business combinations and the process for acquiring the company.

Key Highlights

  • 1Devon Energy Corp. has updated its Description of Capital Stock, superseding the previous version from 1999.
  • 2Authorized capital stock consists of 1.0 billion shares of common stock and 4.5 million shares of preferred stock.
  • 3As of September 8, 2017, there were 525,515,081 shares of common stock outstanding.
  • 4No shares of preferred stock were outstanding as of the reporting date.
  • 5The filing outlines rights of common stockholders, including voting rights, dividend entitlement, and rights upon liquidation.
  • 6Significant anti-takeover provisions are detailed, including restrictions on cumulative voting, special meetings, stockholder proposals, and action by written consent.
  • 7Provisions related to director liability limitations and indemnification, along with Delaware's Section 203 anti-takeover statute, are described, potentially affecting the ease of a change in control.

Frequently Asked Questions

The main purpose of this filing is to provide an updated and superseding 'Description of Capital Stock' for Devon Energy Corp., replacing the previous description from 1999. This updated description is intended to be incorporated by reference into future SEC filings, such as registration statements.

Holders of common stock are entitled to dividends when declared by the board, one vote per share on matters submitted to stockholders (no cumulative voting), and ratable share of remaining assets upon liquidation. The common stock has no preemptive or conversion rights. As of September 8, 2017, over 525 million shares were outstanding.

The company has authorized 4.5 million shares of preferred stock, which could be issued with various attributes that may affect common stockholders' rights and voting power. The filing details several anti-takeover provisions in the company's charter, bylaws, and under Delaware law (DGCL Section 203). These provisions, such as limitations on special meetings, advance notice requirements, and restrictions on business combinations with interested stockholders, could make it more difficult for a potential acquirer to initiate a change-in-control transaction without board approval, potentially impacting merger or acquisition opportunities that stockholders might find favorable.

The transfer agent and registrar for Devon Energy's common stock is Computershare Trust Company, N.A. Their contact information is provided in the filing: P.O. Box 43078, Providence, RI 02940-3078, and phone number (877) 860-5820.