UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On March 5, 2021, D. Martin Phillips notified Devon Energy Corporation (the “Company”) of his intent to resign from the Board of Directors of the Company (the “Board”) effective immediately. Mr. Phillips was previously nominated to the Board as the designee of Felix Investments Holdings II, LLC (the “Investor”), pursuant to the terms of that certain Stockholders’ Agreement, dated as of January 7, 2021 (the “Stockholders Agreement”), by and among the Company, the Investor, and, solely for limited purposes specified therein, EnCap Energy Capital Fund X, L.P. Under the terms of the Stockholders Agreement, the Investor had the right to nominate a director for appointment and election to the Board so long as the Investor and certain of its affiliates (collectively, the “Investor Group”) together owned at least 10% of the outstanding shares of common stock of the Company. If the Investor Group ceased to satisfy this ownership requirement, then the Investor was obligated to cause any director designee of the Investor then serving on the Board to resign, unless otherwise requested by the Board. As a result of certain disposition transactions of shares of common stock of the Company by the Investor Group, the Investor Group no longer meets such ownership requirement and Mr. Phillips tendered his resignation from the Board pursuant to the foregoing described provision in the Stockholders Agreement, and not because of any disagreement with the Company regarding any matter relating to its operations, policies or practices. Effective immediately following Mr. Phillips’ resignation, the Board reduced its size from twelve directors to eleven directors.
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/ Christopher J. Kirt | |
| Christopher J. Kirt | ||
| Vice President Corporate Governance and Secretary | ||
Date: March 5, 2021
