Devon Energy shareholders approve exclusive forum bylaw and officer liability certificate amendments

DEVON ENERGY CORP/DE

Bylaw amendment designates Delaware Chancery Court and federal district courts as exclusive forums for certain claims.
Certificate amendment limits personal liability of officers for monetary damages for breach of fiduciary duty of care.
All 11 director nominees elected with over 400M votes each; KPMG ratified as auditor (523M for).
Say-on-pay approved (404.5M for); one-year frequency adopted for future advisory votes.
Shareholder proposal to reform special meeting requirements rejected (275M against).

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

DEVON ENERGY CORP/DE: Amended bylaws to designate the Court of Chancery in Delaware and federal district courts as exclusive forums for certain claims (effective 2023-06-07).

Change: bylaw amendment
Effective: 2023-06-07

Exact text from the filing

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.

View on SEC.gov

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

DEVON ENERGY CORP/DE: Amended certificate of incorporation to limit personal liability of certain officers for monetary damages for breach of fiduciary duty of care (effective 2023-06-07).

Change: charter amendment
Effective: 2023-06-07

Exact text from the filing

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”).

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Source: SEC EDGAR

accession 0001193125-23-165308

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