DVN 10-K Annual Report Dec. 31, 2023 | Alphaminr
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DVN 10-K Fiscal year ended Dec. 31, 2023

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DEVON ENERGY CORP/DE
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PROXIES
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TABLE OF CONTENTS
Part IItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 1C. CybersecurityItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. [reserved]Item 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accountant Fees and ServicesPart IVItem 15. Exhibits and Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

2.1 Purchase and Sale Agreement, dated December 17, 2019, by and between Devon Energy Production Company, L.P. and BKV Barnett, LLC (incorporated by reference to Exhibit 2.1 to Registrants Form 8-K filed December 18, 2019; File No. 001-32318).* 2.2 First Amendment to Purchase and Sale Agreement, dated April 13, 2020, by and between Devon Energy Production Company, L.P., BKV Barnett, LLC, and solely with respect to certain provisions therein, BKV Oil & Gas Capital Partners, L.P. (incorporated by reference to Exhibit 2.1 to Registrants Current Report on Form 8-K filed April 14, 2020; File No. 001-32318). 2.3 Agreement and Plan of Merger, dated September 26, 2020, by and among Registrant, East Merger Sub, Inc., and WPX Energy, Inc. (incorporated by reference to Exhibit 2.1 to Registrants Current Report on Form 8-K, filed September 28, 2020; File No. 001-32318). 3.1 Registrants Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to Registrants Form 8-K filed June 12, 2023; File No. 001-32318). 3.2 Registrants Bylaws (incorporated by reference to Exhibit 3.2 to Registrants Form 8-K filed June 12, 2023; File No. 001-32318). 4.1 Indenture, dated as of July 12, 2011, between Registrant and UMB Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to Registrants Form 8-K filed July 12, 2011; File No. 001-32318). 4.2 Supplemental Indenture No. 1, dated as of July 12, 2011, to Indenture dated as of July 12, 2011, between Registrant and UMB Bank, National Association, as Trustee, relating to the 5.60% Senior Notes due 2041 (incorporated by reference to Exhibit 4.2 to Registrants Form 8-K filed July 12, 2011; File No. 001-32318). 4.3 Supplemental Indenture No. 2, dated as of May 14, 2012, to Indenture dated as of July 12, 2011, between Registrant and UMB Bank, National Association, as Trustee, relating to the 4.750% Senior Notes due 2042 (incorporated by reference to Exhibit 4.1 to Registrants Form 8-K filed May 14, 2012; File No. 001-32318). 4.4 Supplemental Indenture No. 4, dated as of June 16, 2015, to Indenture dated as of July 12, 2011, between Registrant and UMB Bank, National Association, as Trustee, relating to the 5.000% Senior Notes due 2045 (incorporated by reference to Exhibit 4.1 to Registrants Form 8-K filed June 16, 2015; File No. 001-32318). 4.5 Supplemental Indenture No. 5, dated as of December 15, 2015, to Indenture dated as of July 12, 2011, between Registrant and UMB Bank, National Association, as Trustee, relating to the 5.850% Senior Notes due 2025 (incorporated by reference to Exhibit 4.1 to Registrants Form 8-K filed December 15, 2015; File No. 001-32318). 4.6 Supplemental Indenture No. 6, dated as of June 9, 2021, between Registrant and UMB Bank, National Association, as Trustee, relating to the 5.250% Senior Notes due 2024 (incorporated by reference to Exhibit 4.2 to Registrant's Form 8-K filed June 9, 2021; File No. 001-32318). 4.7 Supplemental Indenture No. 7, dated as of June 9, 2021, between Registrant and UMB Bank, National Association, as Trustee, relating to the 5.250% Senior Notes due 2027, 5.875% Senior Notes due 2028 and 4.500% Senior Notes due 2030 (incorporated by reference to Exhibit 4.3 to Registrants Form 8-K filed June 9, 2021; File No. 001-32318). 4.10 Supplemental Indenture No. 4, dated as of March 22, 2018, to Indenture dated as of March 1, 2002, between Registrant and The Bank of New York Mellon Trust Company, N.A., as Trustee, relating to the 7.95% Senior Notes due 2032 (incorporated by reference to Exhibit 4.1 to Registrants Form 8-K filed March 22, 2018; File No. 000-32318). 4.12 Assignment and Assumption Agreement, dated as of June 19, 2019, by and between Devon Financing Company, L.L.C. and Registrant, relating to that certain Indenture, dated as of October 3, 2001, by and among Devon Financing Company, L.L.C. (f/k/a Devon Financing Company, U.L.C.), as Issuer, Devon Energy Corporation, as Guarantor, and The Bank of New York Mellon Trust Company, N.A., as successor to The Chase Manhattan Bank, as Trustee, and the 7.875% Debentures due 2031 issued thereunder (incorporated by reference to Exhibit 4.1 to Registrants Form 10-Q filed August 7, 2019; File No. 001-32318). 4.16 Third Supplemental Indenture, dated as of December 31, 2005, to Senior Indenture dated as of September 1, 1997, by and among Devon OEI Operating, L.L.C., as Issuer, Devon Energy Production Company, L.P., as Successor Guarantor, and The Bank of New York Mellon Trust Company, N.A., as Trustee, relating to the 7.50% Senior Notes due 2027 (incorporated by reference to Exhibit 4.27 of Registrants Form 10-K filed March 3, 2006; File No. 001-32318). 4.17 Indenture, dated as of September 8, 2014, between WPX Energy, Inc. and The Bank of New York Mellon Trust Company, N.A., as Trustee (incorporated herein by reference to Exhibit 4.1 to WPX Energy, Inc.s Form 8-K filed September 8, 2014; File No. 001-35322). 4.18 First Supplemental Indenture, dated as of September 8, 2014, between WPX Energy, Inc. and The Bank of New York Mellon Trust Company, N.A., as Trustee, relating to the 5.25% Senior Notes due 2024 (incorporated herein by reference to Exhibit 4.2 to WPX Energy, Inc.s Form 8-K filed September 8, 2014; File No. 001-35322). 4.19 Fourth Supplemental Indenture, dated as of September 24, 2019, between WPX Energy, Inc. and The Bank of New York Mellon Trust Company, N.A. as Trustee, relating to the 5.250% Senior Notes due 2027 (incorporated herein by reference to Exhibit 4.1 to WPX Energy, Inc.'s Form 8-K filed on September 24, 2019; File No. 001-35322). 4.20 Fifth Supplemental Indenture, dated as of January 10, 2020, between WPX Energy, Inc. and The Bank of New York Mellon Trust Company, N.A. as Trustee, relating to the 4.500% Senior Notes due 2030 (incorporated herein by reference to Exhibit 4.1 to WPX Energy, Inc.s Form 8-K filed January 10, 2020; File No. 001-35322). 4.21 Sixth Supplemental Indenture, dated as of June 17, 2020, between WPX Energy, Inc. and the Bank of New York Mellon Trust Company, N.A. as Trustee, relating to the 5.875% Senior Notes due 2028 (incorporated herein by reference to Exhibit 4.1 to WPX Energy, Inc.s Form 8-K filed June 17, 2020; File No. 001-35322). 4.22 Supplemental Indenture No. 7, dated as of June 9, 2021, between WPX Energy, Inc. and The Bank of New York Mellon Trust Company, N.A., as Trustee, relating to the 8.250% Senior Notes due 2023, the 5.250% Senior Notes due 2024, the 5.250% Senior Notes due 2027, the 5.875% Senior Notes due 2028 and the 4.500% Senior Notes due 2030 (incorporated by reference to Exhibit 4.5 to Registrants Form 8-K filed June 9, 2021; File No. 001-32318). 4.23 Description of Securities Registered under Section 12 of the Securities Exchange Act of 1934. 10.1 Amended and Restated Credit Agreement, dated as of March 24, 2023, among Registrant, as Borrower, Bank of America, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer, and each Lender and L/C Issuer from time to time party thereto (incorporated by reference to Exhibit 10.1 to Registrants Form 8-K filed March 28, 2023; File No. 001-32318). 10.2 Devon Energy Corporation 2022 Long-Term Incentive Plan (amended and restated effective as of November 30, 2022) (incorporated by reference to Exhibit 10.3 to Registrants Form 10-K filed February 15, 2023; File No. 001-32318).** 10.3 Devon Energy Corporation 2017 Long-Term Incentive Plan (incorporated by reference to Exhibit 99.1 to Registrants Form S-8 filed June 7, 2017; File No. 333-218561).** 10.4 2021 Amendment (effective as of January 7, 2021) to the Devon Energy Corporation 2017 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.7 to the Companys Form 10-K filed February 17, 2021; File No. 001-32318).** 10.5 WPX Energy, Inc. 2013 Incentive Plan, and amendments No. 1 and No. 2 thereto (incorporated by reference to Exhibit 10.1 to WPX Energy, Inc.s Form 8-K filed on February 19, 2018; File No. 001-35322).** 10.6 Amendment No. 3 to the WPX Energy, Inc. 2013 Incentive Plan (incorporated by reference to Appendix A to WPX Energy, Inc.s definitive proxy statement on Schedule 14A filed March 29, 2018; File No. 001-35322).** 10.7 Amendment No. 4 to the WPX Energy, Inc. 2013 Incentive Plan and Global Amendment to Restricted Stock Unit Agreements effective December 1, 2021 (incorporated by reference to Exhibit 10.7 of Registrants Form 10-K filed February 16, 2022; File No. 001-32318). ** 10.8 Devon Energy Corporation Non-Qualified Deferred Compensation Plan (amended and restated effective as of January 1, 2021) (incorporated by reference to Exhibit 10.9 of Registrants Form 10-K filed February 16, 2022; File No. 001-32318).** 10.9 Amendment No. 1, effective November 29, 2023, to the Devon Energy Corporation Non-Qualified Deferred Compensation Plan.** 10.10 Devon Energy Corporation Benefit Restoration Plan (amended and restated effective January 1, 2012) (incorporated by reference to Exhibit 10.15 to Registrants Form 10-K filed February 24, 2012; File No. 001-32318).** 10.11 Amendment 2014-1, executed March 7, 2014, to the Devon Energy Corporation Benefit Restoration Plan (incorporated by reference to Exhibit 10.6 to Registrants Form 10-Q filed May 9, 2014; File No. 001-32318).** 10.12 Amendment 2015-1, executed April 15, 2015, to the Devon Energy Corporation Benefit Restoration Plan (incorporated by reference to Exhibit 10.1 to Registrants Form 10-Q filed May 6, 2015; File No. 001-32318).** 10.13 Amendment 2016-1, executed October 20, 2016, to the Devon Energy Corporation Benefit Restoration Plan (incorporated by reference to Exhibit 10.17 to Registrants Form 10-K filed February 15, 2017; File No. 001-32318).** 10.14 Amendment 2020-1, executed December 23, 2020, to the Devon Energy Corporation Benefit Restoration Plan (incorporated by reference to Exhibit 10.20 to the Companys Form 10-K filed February 17, 2021; File No. 001-32318).** 10.15 Devon Energy Corporation Defined Contribution Restoration Plan (amended and restated effective as of January 1, 2021) (incorporated by reference to Exhibit 10.15 of Registrants Form 10-K filed February 16, 2022; File No. 001-32318).** 10.16 Amendment No. 1, effective November 29, 2023, to the Devon Energy Corporation Defined Contribution Restoration Plan.** 10.17 Devon Energy Corporation Supplemental Contribution Plan (amended and restated effective as of January 1, 2021) (incorporated by reference to Exhibit 10.16 of Registrants Form 10-K filed February 16, 2022; File No. 001-32318).** 10.18 Amendment No. 1, effective November 29, 2023, to the Devon Energy Corporation Supplemental Contribution Plan.** 10.19 Devon Energy Corporation Supplemental Executive Retirement Plan (amended and restated effective January 1, 2012) (incorporated by reference to Exhibit 10.18 to Registrants Form 10-K filed February 24, 2012; File No. 001-32318).** 10.20 Amendment 2016-1, executed October 20, 2016, to the Devon Energy Corporation SupplementalExecutive Retirement Plan (incorporated by reference to Exhibit 10.25 to Registrants Form 10-K filed February 15, 2017; File No. 001-32318).** 10.21 Amendment 2019-1, executed June 19, 2019, to the Devon Energy Corporation Supplemental Executive Retirement Plan (incorporated by reference to Exhibit 10.3 to Registrants Form 10-Q filed August 7, 2019; File No. 001-32318).** 10.22 Amendment 2020-1, executed December 23, 2020, to the Devon Energy Corporation Supplemental Executive Retirement Plan (incorporated by reference to Exhibit 10.35 to Registrants Form 10-K filed February 17, 2021; File No. 001-32318).** 10.23 Devon Energy Corporation Supplemental Retirement Income Plan (amended and restated effective January 1, 2012) (incorporated by reference to Exhibit 10.19 to Registrants Form 10-K filed February 24, 2012; File No. 001-32318).** 10.24 Amendment 2014-1, executed March 7, 2014, to the Devon Energy Corporation Supplemental Retirement Income Plan (incorporated by reference to Exhibit 10.9 to Registrants Form 10-Q filed May 9, 2014; File No. 001-32318).** 10.25 Amendment 2016-1, executed October 20, 2016, to the Devon Energy Corporation Supplemental Retirement Income Plan (incorporated by reference to Exhibit 10.28 to Registrants Form 10-K filed February 15, 2017; File No. 001-32318).** 10.26 Amendment 2019-1, effective September 10, 2019, to the Devon Energy Corporation Supplemental Retirement Income Plan (incorporated by reference to Exhibit 10.2 to Registrants Form 10-Q filed November 6, 2019; File No. 001-32318).** 10.27 Amendment 2020-1, executed December 23, 2020, to the Devon Energy Corporation Supplemental Retirement Income Plan (incorporated by reference to Exhibit 10.40 to the Companys Form 10-K filed February 17, 2021; File No. 001-32318).** 10.28 Devon Energy Corporation Incentive Savings Plan (amended and restated effective as of January 1, 2022) (incorporated by reference to Exhibit 10.26 of Registrants Form 10-K filed February 16, 2022; File No. 001-32318).** 10.29 Amendment 2022-1, effective July 21, 2022, to the Devon Energy Corporation Incentive Savings Plan (incorporated by reference to Exhibit 10.27 to Registrants Form 10-K filed February 15, 2023; File No. 001-32318).** 10.30 Amendment 2022-2, effective September 28, 2022, to the Devon Energy Corporation Incentive Savings Plan (incorporated by reference to Exhibit 10.28 to Registrants Form 10-K filed February 15, 2023; File No. 001-32318).** 10.31 Employment Agreement, dated effective April 19, 2017, by and between Registrant and Jeffrey L. Ritenour (incorporated by reference to Exhibit 10.1 to Registrants Form 8-K, filed on April 20, 2017; File No. 001-32318).** 10.32 Employment Agreement, dated effective September 13, 2019, by and between Registrant and David G. Harris (incorporated by reference to Exhibit 10.1 to Registrants Form 8-K filed September 16, 2019; File No. 001-32318).** 10.33 Employment Agreement, dated January 7, 2021, by and between Registrant and Richard E. Muncrief (incorporated by reference to Exhibit 10.3 to Registrants Form 8-K filed January 7, 2021; File No. 001-32318).** 10.34 Employment Agreement, dated January 7, 2021, by and between Registrant and Clay M. Gaspar (incorporated by reference to Exhibit 10.4 to Registrants Form 8-K filed January 7, 2021; File No. 001-32318).** 10.35 Employment Agreement, dated January 7, 2021, by and between Registrant and Dennis C. Cameron (incorporated by reference to Exhibit 10.5 to Registrants Form 8-K filed January 7, 2021; File No. 001-32318).** 10.36 Employment Agreement, dated March 2, 2022, by and between Devon Energy Corporation and Tana K. Cashion (incorporated by reference to Exhibit 10.1 of Registrants Form 8-K filed March 7, 2022; File No. 001-32318).** 10.37 WPX Energy Nonqualified Deferred Compensation Plan, effective January 1, 2013 (incorporated herein by reference to Exhibit 10.16 to WPX Energy, Inc.s Form 10-K filed February 28, 2013; File No. 001-35322).** 10.38 First Amendment to the WPX Energy Nonqualified Deferred Compensation Plan, executed January 4, 2021 (incorporated by reference to Exhibit 10.37 of Registrants Form 10-K filed February 16, 2022; File No. 001-32318).** 10.39 Second Amendment to the WPX Energy Nonqualified Deferred Compensation Plan, executed December 15, 2021 (incorporated by reference to Exhibit 10.38 of Registrants Form 10-K filed February 16, 2022; File No. 001-32318).** 10.40 WPX Energy Board of Directors Nonqualified Deferred Compensation Plan, effective January 1, 2013 (incorporated herein by reference to Exhibit 10.17 to WPX Energy, Inc.s Form 10-K filed February 28, 2013; File No. 001-35322).** 10.41 First Amendment to the WPX Energy Board of Directors Nonqualified Deferred Compensation Plan, executed December 9, 2021 (incorporated by reference to Exhibit 10.40 of Registrants Form 10-K filed February 16, 2022; File No. 001-32318).** 10.42 WPX Energy Nonqualified Restoration Plan, effective January 1, 2015 (incorporated by reference to Exhibit 10.41 of Registrants Form 10-K filed February 16, 2022; File No. 001-32318).** 10.43 First Amendment to the WPX Energy Nonqualified Restoration Plan, executed January 4, 2021 (incorporated by reference to Exhibit 10.42 of Registrants Form 10-K filed February 16, 2022; File No. 001-32318).** 10.44 Second Amendment to the WPX Energy Nonqualified Restoration Plan, executed December 15, 2021 (incorporated by reference to Exhibit 10.43 of Registrants Form 10-K filed February 16, 2022; File No. 001-32318).** 10.45 Form of Indemnity Agreement between Registrant and non-management directors (incorporated by reference to Exhibit 10.40 to Registrants Form 10-K filed February 19, 2020; File No. 001-32318).** 10.46 2020 Form of Notice of Grant of Restricted Stock Award and Award Agreement under the 2017 Long-Term Incentive Plan between Registrant and certain officers for restricted stock awarded (CEO and EVP form) (incorporated by reference to Exhibit 10.1 to Registrants Form 10-Q filed May 6, 2020; File No. 001-32318).** 10.47 2020 Form of Notice of Grant of Restricted Stock Award and Award Agreement under the 2017 Long-Term Incentive Plan between Registrant and certain officers for restricted stock awarded (SVP form) (incorporated by reference to Exhibit 10.3 to Registrants Form 10-Q filed May 6, 2020; File No. 001-32318).** stock awarded (incorporated by reference to Exhibit 10.1 to Registrants Form 10-Q filed May 5, 2021; File No. 001-32318).** 10.49 2022 Form of Notice of Grant of Restricted Stock Award and Award Agreement under the 2017 Long-Term Incentive Plan between Devon Energy Corporation and certain officers for restricted stock awarded (incorporated by reference to Exhibit 10.1 of Registrants Form 10-Q filed May 3, 2022; File No. 001-32318).** 10.50 2023 Form of Notice of Grant of Restricted Stock Award and Award Agreement under the 2022 Long-Term Incentive Plan between Devon Energy Corporation and certain officers for restricted stock awarded (incorporated by reference to Exhibit 10.2 of Registrants Form 10-Q filed May 9, 2023; File No. 001-32318).** 10.51 2021 Form of Notice of Grant of Performance Share Unit Award and Award Agreement under the 2017 Long-Term Incentive Plan between Devon Energy Corporation and certain officers for performance based restricted share units awarded (incorporated by reference to Exhibit 10.2 to the Companys Form 10-Q filed May 5, 2021; File No. 001-32318).** 10.52 2022 Form of Notice of Grant of Performance Share Unit Award and Award Agreement under the 2017 Long-Term Incentive Plan between Devon Energy Corporation and certain officers for performance based restricted share units awarded (incorporated by reference to Exhibit 10.2 of Registrants Form 10-Q filed May 3, 2022; File No. 001-32318).** 10.53 2023 Form of Notice of Grant of Performance Share Unit Award and Award Agreement under the 2022 Long-Term Incentive Plan between Devon Energy Corporation and certain officers for performance based restricted share units awarded (incorporated by reference to Exhibit 10.3 to Registrants Form 10-Q filed May 9, 2023; File No. 001-32318).** 10.54 2023 Form of Notice of Grant of Restricted Stock Award and Award Agreement under the 2022 Long-Term Incentive Plan between the Company and non-management directors for restricted stock awarded (incorporated by reference to Exhibit 10.1 of Registrants Form 10-Q filed August 2, 2023; File No. 001-32318).** 10.55 2023 Form of Notice of Grant of Restricted Stock Unit Award and Award Agreement under the 2022 Long-Term Incentive Plan between the Company and non-management directors for restricted stock units awarded (incorporated by reference to Exhibit 10.2 to Registrants Form 10-Q filed August 2, 2023, File No. 001-32318). ** 10.56 Form of Nonqualified Stock Option Agreement between WPX Energy, Inc. and Richard E. Muncrief (incorporated herein by reference to Exhibit 10.2 to WPX Energy, Inc.s Form 8-K filed May 2, 2014; File No. 001-35322).** 10.57 Form of Restricted Stock Unit Award between WPX Energy, Inc. and non-employee directors (incorporated herein by reference to Exhibit 10.1 to WPX Energy, Inc.s Form 8-K filed September 3, 2014; File No. 001-35322).** 10.58 Form of Amended and Restated Restricted Stock Unit Award Agreement between WPX Energy, Inc. and non-employee directors (incorporated herein by reference to Exhibit 10.38 to WPX Energy, Inc.s Form 10-Q filed August 6, 2019; File No. 001-35322).** 21 List of Subsidiaries. 23.1 Consent of KPMG LLP. 23.2 Consent of DeGolyer and MacNaughton. 31.1 Certification of principal executive officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 Certification of principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1 Certification of principal executive officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2 Certification of principal financial officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 97 Devon Energy Corporation Clawback Policy, adopted on November 29, 2023. 99 Report of DeGolyer and MacNaughton.