UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 30, 2026

Devon Energy Corporation

(Exact name of Registrant as specified in its charter)

Delaware 001-32318 73-1567067

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

THREE MEMORIAL CITY PLAZA
840 GESSNER ROAD, SUITE 1400
HOUSTON, Texas 77024
(Address of principal executive office)

(281) 589-4600

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading
Symbols

Name of Each Exchange

on Which Registered

Common Stock, par value $0.10 per share DVN The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Item 5.07

Submission of Matters to a Vote of Security Holders.

Devon Energy Corporation, a Delaware corporation (“Devon” or the “Company”) held its 2026 Annual Meeting of Stockholders on June 30, 2026 (the “Annual Meeting”). In connection with the Annual Meeting, proxies were solicited pursuant to the Securities Exchange Act of 1934. As of the close of business on May 18, 2026, which was the record date for the Annual Meeting, there were 1,153,403,107 shares of the Company’s common stock outstanding, each of which was entitled to one vote at the Annual Meeting. The following are the voting results for the items of business considered and voted upon at the Annual Meeting, all of which were described in the Company’s Proxy Statement filed with the Securities and Exchange Commission on May 28, 2026.

Proposal 1. The stockholders elected each of Devon’s eleven nominees to serve on the Board for a one-year term and until their successor is elected and qualified, or until their earlier resignation, removal or death. The vote tabulation with respect to each nominee was as follows:

Nominee

Votes
For
Authority
Withheld
Broker
Non-Votes

Thomas E. Jorden

859,604,029 29,774,990 108,991,598

Amanda Brock

876,944,625 12,434,394 108,991,598

Ann G. Fox

870,318,098 19,060,921 108,991,598

Clay M. Gaspar

878,737,154 10,641,865 108,991,598

Jacinto J. Hernandez

875,461,436 13,917,583 108,991,598

Kelt Kindick

815,995,379 73,383,640 108,991,598

Karl F. Kurz

875,889,227 13,489,792 108,991,598

Jeffrey E. Shellebarger

877,734,574 11,644,445 108,991,598

Brent Smolik

874,438,170 14,940,849 108,991,598

Marcus A. Watts

873,807,920 15,571,099 108,991,598

Valerie M. Williams

869,193,748 20,185,271 108,991,598

Proposal 2. The appointment of KPMG LLP as Devon’s independent auditor for 2026 was ratified. The results of the vote were as follows:

Votes

For

Votes
Against

Votes
Abstained

Broker
Non-Votes

946,932,753 50,581,882 855,982 — 

Proposal 3. The advisory vote on the compensation of Devon’s named executive officers was approved. The results of the vote were as follows:

Votes
For

Votes
Against

Votes
Abstained

Broker
Non-Votes

842,136,244 45,324,326 1,918,449 108,991,598

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

DEVON ENERGY CORPORATION
By:

/s/ Marcus G. Bolinder

Marcus G. Bolinder
Vice President, Corporate Governance and Secretary

Date: June 30, 2026