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 and effective as of October 1, 2025, the Board of Directors (the “Board”) of Devon Energy Corporation (the “Company”) elected Brent J. Smolik to the Board. Mr. Smolik will serve on the Audit and Safety, Operations, and Resource Committees of the Board.
There are no arrangements or understandings between Mr. Smolik and any other person in connection with his appointment as a director of the Company, and there are no transactions or relationships between Mr. Smolik and the Company and its subsidiaries that require disclosure under Item 404(a) of Regulation S-K.
In connection with his election to the Board, Mr. Smolik has entered into the standard indemnity agreement with the Company for non-management directors, and Mr. Smolik will participate in the typical compensation arrangements made available to the Company’s other non-management directors. A copy of the form of indemnity agreement was filed as Exhibit 10.43 to the Company’s 2024 Annual Report on Form 10-K, filed with the Securities and Exchange Commission (the “SEC”) on February 19, 2025, and the non-management director compensation arrangements are described on page 16 of the Company’s 2025 Notice of Annual Meeting and Proxy Statement, filed with the SEC on April 23, 2025. In addition, Mr. Smolik will receive an award of shares of restricted stock under the Company’s 2022 Long-Term Incentive Plan, as amended and restated effective June 4, 2024, with a total value of $154,384, based on the per share closing price of the Company’s common stock on the effective grant date of October 9, 2025. The shares of restricted stock will vest 100% on the day following the effective date of the grant.
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: October 2, 2025