Devon Energy (DVN) Proxy Filing summary

Executive summary

• Completed a multi-year leadership transition, appointing Clay Gaspar as President and CEO in March 2025, following Rick Muncrief’s retirement; John Bethancourt became Board Chair in July 2024.

• Achieved record operational results in 2024, averaging 848,000 oil-equivalent barrels per day in Q4 and integrating Williston Basin assets from Grayson Mill Energy.

• Expanded stock repurchase authorization by 67% to $5 billion through mid-2026 and raised the quarterly fixed dividend by 9% to $0.24 per share for Q1 2025.

• Focused on operational excellence, technological innovation, and risk management, including environmental and community priorities.

Voting matters and shareholder proposals

• Four proposals up for vote: election of directors, ratification of KPMG as independent auditor, advisory vote on executive compensation, and a shareholder proposal to amend special meeting rights.

• Board recommends voting FOR all management proposals and AGAINST the shareholder proposal seeking to remove the one-year holding requirement for calling special meetings.

Board of directors and corporate governance

• Ten director nominees, nine of whom are independent; average board tenure is six years.

• Board skills include leadership, energy operations, financial acumen, and public company experience.

• Annual board and committee self-evaluations, active board refreshment, and robust director orientation and continuing education.

• Corporate governance features: annual director elections, majority voting, proxy access, and stockholder right to call special meetings (with a one-year holding period).