DEVON ENERGY CORPORATION (NYSE:DVN) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item5.02

As further described under Item5.07 below, Devon Energy
Corporation (Devon or the Company) held its 2017 Annual Meeting
of Stockholders (the Annual Meeting) on June7, 2017. At the
Annual Meeting, Devons stockholders approved (i)the Devon Energy
Corporation Annual Incentive Compensation Plan (Amended and
Restated Effective as of January1, 2017) (the Incentive Plan) and
(ii)the Devon Energy Corporation 2017 Long-Term Incentive Plan,
effective as of June7, 2017 (the 2017 LTIP). Devons Board of
Directors (the Board) previously approved the Incentive Plan and
the 2017 LTIP, in each case subject to stockholder approval at
the Annual Meeting.

Incentive Plan

The Incentive Plan provides for the grant of incentive cash
bonuses that are intended to comply with Section162(m) of the
Internal Revenue Code of 1986, as amended (the Code).
Participation in the Incentive Plan is limited to employees who
(i)hold the title or position of executive vice president or
above or (ii)are officers under Section16 the Securities Exchange
Act of 1934, as amended (the Exchange Act). The maximum bonus
payment that any one participant may receive under the Incentive
Plan is limited to $6,000,000 in each 12-month period included
within the applicable performance period.

Under the Incentive Plan, participants will be eligible to
receive cash bonuses based upon the attainment of performance
goals established by the Compensation Committee of the Board (the
Compensation Committee) for a designated performance period,
which must be a period of at least 12 months. With respect to
bonuses that are intended to be performance-based compensation
under Section162(m) of the Code, payment of such bonuses must be
conditioned upon the attainment of performance goals that are
pre-established by the Compensation Committee. These performance
goals must be based on any one of, or combination of, the
following criteria: earnings; earnings per share (actual or
targeted growth); earnings before interest and taxes; pretax
earnings before interest, depreciation, amortization, exploration
and abandonment costs; pretax operating earnings after interest
expense and before incentives, service fees, and extraordinary or
special items or operating income; revenues; sales; debt level;
cost reduction targets; interest-sensitivity gap levels; cash
flow (including, but not limited to, cash flow before balance
sheet changes, free cash flow, net cash flow, net cash flow
before financing activities, cash flow from operations, increase
in cash flow return); capital expenditures; weighted average cost
of capital; debt/proved reserves; net income or gross income
(including, but not limited to, income after capital costs and
income before or after taxes); operating income; expense; working
capital; operating or profit margin; pre-tax margin; contribution
margin; return factors (including, but not limited to, return on
equity, capital employed, or investment; risk adjusted return on
capital; return on investors capital; return on average equity;
return on assets; and return on net assets); book value;
operating expenses (including, but not limited to, lease
operating expenses, severance taxes and other production taxes,
gathering and transportation and general and administrative
costs); unit costs; net borrowing, debt leverage levels, credit
quality, or debt ratings; accomplishment of mergers,
acquisitions, dispositions, or similar business transactions
(including, but not limited to, acquisition goals based on value
of assets acquired or similar objectives); debt to debt plus
stockholder equity; debt to EBIT or EBITDA; interest coverage;
total stockholder return; comparative stockholder return; market
price per share; book value per share; net asset value per share;
growth measures; debt to total capitalization ratio; asset
quality levels; investments; economic value added; stock price
appreciation; market capitalization; accounts receivables day
sales outstanding; accounts receivables to sales; achievement of
balance sheet or income statement objectives; market share;
assets; asset sale targets; non-performing assets; satisfactory
internal or external audits; improvement of financial ratings;
charge-offs; regulatory compliance; employee retention/attrition
rates; individual business objectives; risk management
activities, corporate value measures which may be objectively
determined (including, but not limited to, ethics, compliance,
environmental, diversity commitment, and safety); amount of the
oil, gas and/or other similar energy commodity reserves; costs of
finding oil, gas and/or other similar energy commodity reserves;
reserve replacement ratio, reserve additions, or other reserve
level measures; drilling results; natural gas, oil and/or other
energy commodity production, production and reserve growth;
implementation or completion of critical projects or processes;
production volume; sales volume; production efficiency; inventory
to sales; and inventory turns.

It is not possible to determine the specific amounts that may be
awarded or payable under the Incentive Plan after the Annual
Meeting, because any awards made thereunder are subject to the
discretion of the Compensation Committee. This summary of the
Incentive Plan is not complete and is qualified in its entirety
by reference to the full text of the Incentive Plan, which is
filed as Exhibit 10.1 to this report and is incorporated herein
by reference.

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2017 LTIP

The 2017 LTIP is an omnibus incentive plan that provides for the
grant of options, restricted stock, restricted stock units,
Canadian restricted stock units, performance units and stock
appreciation rights to eligible participants. The 2017 LTIP
replaces Devons 2015 Long-Term Incentive Plan (the 2015 LTIP).
From and after the effective date of the 2017 LTIP, no further
awards may be made under the 2015 LTIP; however, awards
previously granted under the 2015 LTIP will continue to be
governed by the terms of the documents for such awards.

Subject to the terms of the 2017 LTIP, awards may be made under
the 2017 LTIP for a total of 33,500,000 shares of Devon common
stock, plus the number of shares of Devon common stock available
for issuance under the 2015 LTIP, including the shares of Devon
common stock subject to outstanding awards under the 2015 LTIP in
accordance with the provisions of the 2017 LTIP. The 2017 LTIP
also includes certain award limits, including:

The Compensation Committee may determine that a restricted stock
award, restricted stock unit, Canadian restricted stock unit or
performance unit award granted to an eligible employee will be
considered performance-based compensation under Section162(m) of
the Code. As determined by the Compensation Committee,
performance-based awards will be based on the achievement of one
or more business criteria, individually or in combination, that
are substantially similar to the performance goals described
above under the Incentive Plan.

It is not possible to determine the specific amounts and types of
awards that may be granted under the 2017 LTIP after the Annual
Meeting, because any awards made thereunder are subject to the
discretion of the Compensation Committee or the full Board, as
applicable. This summary of the 2017 LTIP is not complete and is
qualified in its entirety by reference to full text of the 2017
LTIP, which is included as Exhibit 99.1 to Devons Registration
Statement on Form S-8, filed with the Securities and Exchange
Commission on June7, 2017 (Commission File No.333-218561), and is
incorporated herein by reference.

The Annual Meeting was held on Wednesday, June7, 2017. In
connection with the Annual Meeting, proxies were solicited to the
Exchange Act. 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 Devons Notice of 2017 Annual Meeting
of Stockholders and Proxy Statement, filed with the Securities
and Exchange Commission on April 26, 2017.

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Based on these results, and consistent with the Boards
recommendation to Devons stockholders in connection with such
vote, the Company has determined that, until the next required
vote on the frequency of such advisory votes on executive
compensation, the Company will hold a non-binding advisory vote
on the compensation of our named executive officers each year.

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About DEVON ENERGY CORPORATION (NYSE:DVN)

Devon Energy Corporation (Devon) is an independent energy company engaged in the exploration, development and production of oil, natural gas and natural gas liquids (NGLs). The Company’s operations are concentrated in various North American onshore areas in the United States and Canada. The Company also produces over 1.6 billion cubic feet of natural gas a day and approximately 135 thousand barrels of NGLs per day. The Company operates through three segments: U.S., Canada and EnLink. Devon’s U.S. and Canadian segments are engaged in oil and gas exploration and production activities. EnLink’s operations consist of midstream assets and operations located across the United States. Its projects include Delaware Basin, STACK, Eagle Ford, Rockies Oil, Heavy Oil, Barnett Shale, and other assets, which are located in the Midland Basin, east Texas, Granite Wash and Mississippian-Lime areas. In addition, the Company holds interest in Jackfish and Pike.