UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.07 | Submission of Matters to a Vote of Security Holders |
On December 30, 2020, Devon Energy Corporation (the “Company” or “Devon”) held a virtual special meeting of stockholders (the “Special Meeting”) to consider and vote upon proposals to (i) approve the issuance of shares of the Company’s common stock, par value $0.10 per share, to stockholders of WPX Energy, Inc. (“WPX”) pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of September 26, 2020, by and among the Company, WPX and East Merger Sub, Inc., a Delaware corporation and a wholly-owned, direct subsidiary of the Company (the “Stock Issuance Proposal”) and (ii) approve an adjournment of the Special Meeting, if necessary or appropriate, for the purpose of soliciting additional votes for the approval of the Stock Issuance Proposal (the “Adjournment Proposal”).
The final voting results as to each proposal are set forth below. Each of the proposals is described in greater detail in the joint proxy statement and prospectus dated November 24, 2020, as supplemented (the “Joint Proxy Statement and Prospectus”), and first mailed to the Company’s stockholders on or about November 30, 2020.
Proposal One - The Stock Issuance Proposal.
The Stock Issuance Proposal was approved. Voting results were as follows:
| For |
Against |
Abstain | ||
| 268,824,101 |
415,988 | 691,113 | ||
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Proposal Two - The Adjournment Proposal.
The Adjournment Proposal was approved. Voting results were as follows:
| For |
Against |
Abstain | ||
| 233,218,961 |
35,962,986 | 749,255 | ||
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Consummation of the transactions contemplated by the Merger Agreement are subject to the satisfaction of certain customary closing conditions, all as set forth in the Merger Agreement and discussed in detail in the Joint Proxy Statement and Prospectus, which is available on the U.S. Securities and Exchange Commission’s website at www.sec.gov. The foregoing description is qualified in its entirety by reference to the full text of the Merger Agreement, which is attached as Annex A to the Joint Proxy Statement and Prospectus. Assuming the satisfaction of such closing conditions, the Company expects the closing of the transactions contemplated by the Merger Agreement to occur on or about January 7, 2021.
| Item 7.01 | Regulation FD Disclosure |
On December 30, 2020, Devon issued a press release announcing the voting results of the virtual special meeting of stockholders held on December 30, 2020. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated into this Item 7.01 by reference.
| Item 9.01 | Financial Statements and Exhibits |
| 99.1 | Press Release, dated December 30, 2020. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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 | ||||||
| Date: December 31, 2020 | /s/ Christopher J. Kirt | |||||
| Christopher J. Kirt | ||||||
| Vice President Corporate Governance and Secretary | ||||||