Devon Energy (DVN) Proxy filing summary

Executive summary

• Completed a transformational all-stock merger with Coterra, enhancing scale, portfolio depth, and operational excellence, with $1 billion in sustainable pre-tax synergies targeted by end of next year and a $1 billion annual pre-tax free cash flow improvement from ongoing optimization programs.

• Achieved record production of 840,000 BOE/day in 2025, $2.6 billion net earnings, $6.7 billion operating cash flow, and returned $2.2 billion to shareholders through dividends, buybacks, and debt retirement.

• Increased quarterly dividend by 33% to $0.32/share and authorized a new $8 billion share repurchase program post-merger.

Voting matters and shareholder proposals

• Shareholders will vote on: election of 11 directors, ratification of KPMG as independent auditor for 2026, advisory approval of executive compensation, and other business.

• Board recommends voting FOR all proposals.

• Proxy access and advance notice provisions allow shareholders to nominate directors and submit proposals for future meetings.

Board of directors and corporate governance

• Post-merger board consists of 11 directors (6 legacy Devon, 5 legacy Coterra), with 82% independence and an average tenure of 2 years (6 years including legacy service).

• Lead Independent Director role established; Brent Smolik appointed.

• Board committees: Audit, Compensation, Governance/Environmental/Public Policy (GEPP), Dividend, and Safety/Operations/Resource (SOAR), all with independent chairs.

• Annual board and committee evaluations, director orientation, and continuing education programs in place.

• Stock ownership guidelines require directors to own shares equal to five times their annual retainer.