Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal


           Year.

At the Annual Meeting of Stockholders held on June 7, 2023 (the "Annual Meeting"), the stockholders of Devon Energy Corporation ("Devon" or the "Company") approved (i) an amendment to the Company's Bylaws (the "Bylaw Amendment") and (ii) amendments to the Company's Certificate of Incorporation (the "Certificate Amendment"), as set forth in Appendix B and Appendix C, respectively, of the Company's 2023 Proxy Statement filed with the Securities and Exchange Commission on April 26, 2023 (the "2023 Proxy Statement").

The Bylaw Amendment designates the Court of Chancery in the state of Delaware and the federal district courts of the United States of America as the exclusive forums for certain claims brought against the Company. The Company's Board of Directors (the "Board") had previously adopted the Bylaw Amendment subject to approval by the Company's stockholders at the Annual Meeting. The foregoing description of the Bylaw Amendment does not purport to be complete and is subject to and qualified in its entirety by reference to Appendix B to the 2023 Proxy Statement and the Company's Bylaws, which, effective June 7, 2023, incorporate the Bylaw Amendment. A copy of the Company's Bylaws is attached as Exhibit 3.2 to this report and is incorporated by reference herein.

The Certificate Amendment limits the personal liability of certain of the Company's officers to Devon or its stockholders for monetary damages for breach of their fiduciary duty of care (but not the fiduciary duty of loyalty), subject to the limitations set forth in the Delaware General Corporation Law (the "DGCL"). The DGCL allows a corporation incorporated in Delaware to include in its certificate of incorporation a provision in the form of the Certificate Amendment. The Board previously adopted the Certificate Amendment subject to approval by the Company's stockholders at the Annual Meeting. The foregoing description of the Certificate Amendment does not purport to be complete and is subject to and qualified in its entirety by reference to Appendix C to the 2023 Proxy Statement and the Company's Restated Certificate of Incorporation, which was filed with the Delaware Secretary of State on June 7, 2023, following the filing of the Certificate Amendment with the Delaware Secretary of State the same day. A copy of the Company's Restated Certificate of Incorporation is attached as Exhibit 3.1 to this report and is incorporated by reference herein.

Item 5.07 Submission of Matters to a Vote of Security Holders.

In connection with the Annual Meeting, proxies were solicited pursuant to the Securities Exchange Act of 1934. As of the close of business on April 10, 2023, which was the record date for the Annual Meeting, there were 643,843,655 shares of the Company's common stock outstanding, each of which was entitled to one vote at the Annual Meeting. The following are the voting results for the items of business considered and voted upon at the Annual Meeting, all of which were described in the 2023 Proxy Statement.



    1.   The stockholders elected each of Devon's eleven nominees to serve on the
         Board for a one-year term and until their successor is elected and
         qualified, or until their earlier resignation, removal or death. The
         results of the vote with respect to each nominee were as follows:



                               VOTES          AUTHORITY          BROKER
NOMINEE                         FOR            WITHHELD         NON-VOTES
Barbara M. Baumann           402,834,833       30,613,948       112,931,513
John E. Bethancourt          425,549,894        7,898,887       112,931,513
Ann G. Fox                   393,844,324       39,604,457       112,931,513
Gennifer F. Kelly            430,521,030        2,927,751       112,931,513
Kelt Kindick                 399,996,278       33,452,503       112,931,513
John Krenicki Jr.            425,427,338        8,021,443       112,931,513
Karl F. Kurz                 423,255,975       10,192,806       112,931,513
Michael N. Mears             430,822,765        2,626,016       112,931,513
Robert A. Mosbacher, Jr.     414,232,049       19,216,732       112,931,513
Richard E. Muncrief          426,729,462        6,719,319       112,931,513
Valerie M. Williams          420,944,967       12,503,814       112,931,513

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    2.   The appointment of KPMG LLP as Devon's independent auditors for 2023 was
         ratified. The results of the vote were as follows:



   VOTES        VOTES        VOTES      BROKER
    FOR        AGAINST     ABSTAINED   NON-VOTES
523,195,159   22,358,867    826,268        -



    3.   The advisory vote on the compensation of Devon's named executive officers
         was approved. The results of the vote were as follows:



   VOTES        VOTES        VOTES       BROKER
    FOR        AGAINST     ABSTAINED    NON-VOTES
404,532,785   27,408,143   1,507,853   112,931,513



    4.   The advisory vote on the frequency of an advisory vote on the
         compensation of Devon's named executive officers was approved in favor of
         a one-year frequency. The results of the vote were as follows:



     ONE               TWO              THREE              VOTES             BROKER
     YEAR             YEARS             YEARS            ABSTAINED          NON-VOTES
 422,490,060        1,740,427         8,343,020           875,274               -

After the Annual Meeting, the Board determined that the Company will hold future non-binding advisory votes to approve the compensation of the Company's named executive officers every year until the Board otherwise determines that a different frequency for such non-binding advisory vote is in the best interest of the Company or until the next required vote on the frequency of such votes.





    5.   The Bylaw Amendment, as described in the 2023 Proxy Statement and in Item
         5.03 above, was approved. The results of the vote were as follows:



   VOTES        VOTES        VOTES       BROKER
    FOR        AGAINST     ABSTAINED    NON-VOTES
381,598,852   50,546,877   1,303,052   112,931,513



    6.   The Certificate Amendment, as described in the Proxy Statement and in
         Item 5.03 above, was approved. The results of the vote were as follows:



   VOTES        VOTES        VOTES       BROKER
    FOR        AGAINST     ABSTAINED    NON-VOTES
349,536,138   82,641,564   1,271,079   112,931,513



    7.   The advisory vote on a stockholder proposal to reform the special
         shareholder meeting requirements was not approved. The results of the
         vote were as follows:



   VOTES         VOTES        VOTES       BROKER
    FOR         AGAINST     ABSTAINED    NON-VOTES
156,601,104   275,186,815   1,660,862   112,931,513

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits



Exhibit
  No.        Description of Exhibits

3.1            Restated Certificate of Incorporation

3.2            Devon Energy Corporation Bylaws

104          Cover Page Interactive Data File (embedded within the Inline XBRL
             document).

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