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DEVON ENERGY CORP/DE Remuneration Information 2015

Apr 20, 2015

30251_rns_2015-04-21_29f38985-9e88-4787-97fb-9193f00e2b00.zip

Remuneration Information

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DEFA14A 1 d859915ddefa14a.htm DEFA14A DEFA14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant x Filed by a Party other than the Registrant ¨

Check the appropriate box:

¨ Preliminary Proxy Statement
¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
¨ Definitive Proxy Statement
x Definitive Additional Materials
¨ Soliciting Material under Rule 14a-12
DEVON ENERGY CORPORATION
(Name of registrant as specified in its charter)
(Name of person(s) filing proxy statement, if other than the registrant)
Payment of Filing Fee (Check the appropriate box):
x No fee required.
¨ Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
¨ Fee paid previously with preliminary materials.
¨ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:

***** Exercise Your** Right **to Vote *****

Important Notice Regarding the Availability of Proxy Materials for the

Stockholder Meeting to Be Held on June 3, 2015.

Meeting Information — Meeting Type: Annual Meeting
DEVON ENERGY CORPORATION For holders as of: April 6, 2015
Date: June 3, 2015 Time: 8:00 a.m., CDT
Location: Devon Energy Center Auditorium
333 W. Sheridan Ave.
Oklahoma City, Oklahoma
DEVON ENERGY CORPORATION 333 W. SHERIDAN AVE . OKLAHOMA CITY, OK 73102 You are receiving this communication because you hold
shares in the company named above.
This is not a ballot. You cannot use this notice to
vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see
reverse side).
We encourage you to access and review all of the important information contained in the proxy materials before voting.
See the reverse side of this notice to obtain proxy materials and voting
instructions.

—— Before You Vote ——

How to Access the Proxy Materials

Proxy Materials Available to VIEW or RECEIVE:
NOTICE AND PROXY STATEMENT ANNUAL REPORT ON FORM 10-K How to View Online: Have the information that is printed in
the box marked by the arrow (located on the following page) and visit: www.proxyvote.com. How to Request and Receive a PAPER or E-MAIL Copy: If you want
to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request: 1) BY INTERNET : www.proxyvote.com 2) BY TELEPHONE : 1-800-579-1639 3) BY E-MAIL* : [email protected] * If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the
arrow (located on the following page) in the subject line. Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as
instructed above on or before May 20, 2015 to facilitate timely delivery.

—— How To Vote ——

Please Choose One of the Following Voting Methods

Vote In Person: Many stockholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares. Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow (located on the following page) available and follow the instructions. Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.

Voting Items — The Board of Directors recommends a vote “FOR” the nominees listed in Agenda Items 1. 1. Election of Directors The Board of Directors recommends a vote “AGAINST” Agenda Item 6.
Nominees:
01) Barbara M. Baumann 06) J. Larry Nichols 6. Report on Lobbying Activities Related to Energy Policy and Climate Change.
02) John E. Bethancourt 07) Duane C. Radtke
03) Robert H. Henry 08) Mary P. Ricciardello
04) Michael M. Kanovsky 09) John Richels The Board of Directors recommends a vote “AGAINST” Agenda Item 7.
05) Robert A. Mosbacher, Jr.
The Board of Directors recommends a vote “FOR” Agenda Item 2. 7. Report Disclosing Lobbying Policy and Activity.
2. Advisory Vote to Approve Executive Compensation. The Board of Directors recommends a vote “AGAINST” Agenda Item 8.
The Board of Directors recommends a vote “FOR” Agenda Item 3. 8. Report on Plans to Address Climate Change.
3. Ratify the appointment of the Company’s Independent Auditors for 2015. 9. OTHER MATTERS: In its discretion, to vote with respect to any other matters that may come up before the meeting or any adjournment thereof,
including matters incident to its conduct.
The Board of Directors recommends a vote “FOR” Agenda Item 4.
4. Adoption of the Devon Energy Corporation 2015 Long- Term Incentive Plan.
The Board of Directors recommends a vote “AGAINST” Agenda Item 5.
5. Adoption of Proxy Access Bylaw.