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 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.

Mr.JeffreyL. Ritenour has been appointed as Executive Vice
President and Chief Financial Officer of Devon Energy Corporation
(the Company) effective as of April19, 2017 (the Effective Date).

Mr.Ritenour, age 43, has been with the Company since 2001 and,
prior to his appointment as Executive Vice President and Chief
Financial Officer, served as Senior Vice President, Corporate
Finance, Investor Relations, and Treasurer. During his 16 years
with the Company, Mr.Ritenour has served in numerous leadership
positions and in various financial and commercial roles,
including Senior Vice President, Investor Relations and Vice
President, Acquisitions and Divestitures. Prior to joining the
Company, Mr.Ritenour was with the international accounting firm
of Ernst Young in Dallas, Texas. He is a Certified Public
Accountant and holds a Bachelor of Science degree in Accounting
and a Master in Business Administration degree, both from the
University of Oklahoma.

In connection with his appointment as Executive Vice President
and Chief Financial Officer, the Compensation Committee of the
Board of Directors of the Company approved certain actions with
respect to Mr.Ritenours compensation, including: (i)authorized
the Company to enter into an employment agreement with
Mr.Ritenour (the Employment Agreement), providing for, among
other things, Mr.Ritenours participation in all employee benefit,
welfare, and other plans and programs applicable to similarly
situated executives of the Company, including with respect to the
annual bonus program, incentive awards, and insurance benefits;
(ii)set his base salary at an annualized rate of pay of $575,000;
(iii)set his target percentage for the annual performance cash
bonus at 90% of his base salary; and (iv)authorized an award of
shares of performance restricted stock under the Devon Energy
Corporation 2015 Long-Term Incentive Plan with a total value of
approximately $700,000, based on the per share closing price of
the Companys common stock on the effective grant date of May10,
2017. The performance goal and vesting terms of the performance
restricted stock award are consistent with the performance
restricted stock awards made in early 2017 to the Companys named
executive officers, which will be described in the Companys proxy
statement on Schedule 14A to be filed with the Securities and
Exchange Commission for the Companys upcoming 2017 Annual Meeting
of Stockholders.

to the Employment Agreement, Mr.Ritenour is eligible for the
payment of severance in connection with certain employment
terminations, including termination other than for cause or for
good reason, as those terms are defined in the Employment
Agreement. If Mr.Ritenours employment is involuntarily terminated
other than for cause or he terminates for good reason, then, in
addition to accrued amounts, he will receive, subject to his
execution and non-revocation of a release of claims against the
Company, its affiliates, and certain other released parties, (i)a
lump-sum cash payment equal to three times the sum of his base
salary and annual bonus, (ii)a prorated annual bonus, (iii)18
months of health and welfare benefits, (iv)three years of
continued life insurance benefits, (v)a payment equal to 18 times
the applicable monthly COBRA premium, and (vi)a payment for
reasonable outplacement assistance. If, within 24 months
following a change in control, as defined in the Employment
Agreement, Mr.Ritenour is terminated without cause by the Company
or he terminates for good reason, then he will also receive three
years of service and three years of age added to his actual years
of service and actual age when determining his entitlement under
our retiree medical benefit coverage. The foregoing description
of the Employment Agreement does not purport to be complete and
is qualified in its entirety by reference to the Employment
Agreement, which is filed as Exhibit 10.1 to this report and is
incorporated herein by reference.

Mr.ThomasL. Mitchell, the former Executive Vice President and
Chief Financial Officer of the Company, was terminated from the
Company on the Effective Date. to his previously disclosed
compensation arrangements, Mr.Mitchell is eligible to receive a
severance package including, among other things, a lump-sum cash
payment equal to three times the sum of his annual base salary
and bonus, as well as the acceleration and continued vesting, as
applicable, of outstanding long-term incentive awards.

The Company issued a press release, dated the Effective Date,
announcing Mr.Ritenours appointment as Executive Vice President
and Chief Financial Officer, a copy of which is filed as
Exhibit99.1 to this report and is incorporated herein by
reference. Except as described in this report, there are no
understandings or arrangements between Mr.Ritenour and any other
person to which Mr.Ritenour was selected to serve as Executive
Vice President and Chief Financial Officer.

Item9.01 Financial Statements and Exhibits.

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.

DEVON ENERGY CORPORATION (NYSE:DVN) Recent Trading Information

DEVON ENERGY CORPORATION (NYSE:DVN) closed its last trading session up +0.45 at 39.70 with 4,839,913 shares trading hands.