Devon Energy (DVN) Proxy filing summary

Executive summary

• Devon Energy and Coterra Energy propose an all-stock merger, with Coterra becoming a wholly owned subsidiary of Devon, creating a leading large-cap shale operator with a premier Delaware Basin position and diversified U.S. shale assets.

• Coterra shareholders will receive 0.70 shares of Devon common stock per Coterra share, with cash in lieu of fractional shares; post-merger, Devon shareholders will own ~54% and Coterra shareholders ~46% of the combined company.

• The merger is expected to generate ~$1 billion in annual pre-tax synergies by year-end 2027, enhance free cash flow, and support robust shareholder capital returns, including a planned quarterly dividend and share repurchase program.

• The combined company will be headquartered in Houston, Texas, with a significant presence in Oklahoma City, and will maintain a strong balance sheet and liquidity profile.

Voting matters and shareholder proposals

• Devon shareholders will vote on: (1) issuance of Devon shares to Coterra holders, (2) amendment to increase authorized Devon shares from 1B to 2B, and (3) adjournment proposal if more votes are needed.

• Coterra shareholders will vote on: (1) approval of the merger agreement, (2) non-binding advisory vote on executive compensation related to the merger, and (3) adjournment proposal if more votes are needed.

• Both boards unanimously recommend voting FOR all proposals.

Board of directors and corporate governance

• The post-merger Devon board will have 11 members: 6 from Devon, 5 from Coterra, with Thomas E. Jorden (Coterra) as non-executive Chair and a Devon director as Lead Independent Director.

• The executive committee will include leaders from both companies, with Clay M. Gaspar as President and CEO.

• A two-year governance policy will require a 75% board vote to amend governance terms.