Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On and effective as of January 3, 2023, the Board of Directors (the "Board") of
Devon Energy Corporation (the "Company") elected Michael N. Mears and Gennifer
F. Kelly to the Board. Mr. Mears will serve on the Governance, Environmental,
and Public Policy and Audit Committees of the Board, and Ms. Kelly will serve on
the Audit and Reserves Committees of the Board.
There are no arrangements or understandings between Mr. Mears or Ms. Kelly and
any other person in connection with their respective appointments as directors
of the Company, and there are no transactions or relationships between Mr. Mears
or Ms. Kelly and the Company and its subsidiaries that require disclosure under
Item 404(a) of Regulation S-K.
In connection with their election to the Board, Mr. Mears and Ms. Kelly each
entered into the standard indemnity agreement with the Company for
non-management directors, and Mr. Mears and Ms. Kelly will each participate in
the typical compensation arrangements made available to the Company's other
non-management directors. A copy of the form indemnity agreement was filed as
Exhibit 10.44 to the Company's 2021 Annual Report on Form 10-K, filed with the
Securities and Exchange Commission (the "SEC") on February 16, 2022, and the
non-management director compensation arrangements are described on page 26 of
the Company's 2022 Notice of Annual Meeting and Proxy Statement, filed with the
SEC on April 22, 2022 and as amended on June 1, 2022. In addition, Mr. Mears and
Ms. Kelly will each receive an award of shares of restricted stock under the
Company's 2022 Long-Term Incentive Plan with a total value of $97,700, based on
the per share closing price of the Company's common stock on the effective grant
date of January 5, 2023. The shares of restricted stock will vest 100% on the
first anniversary of the date of grant.
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