Devon Energy Shareholders Clear Key Votes for Coterra Merger, Closing Nears

Key Points

• Devon Energy shareholders approved two key merger-related proposals tied to the planned acquisition of Coterra Energy: issuing Devon shares to Coterra holders and increasing authorized Devon common stock from 1 billion to 2 billion.
• The voting results were strongly in favor, with at least 98% support for the share issuance proposal and at least 75% support for the charter amendment, clearing the required approval thresholds.
• Devon management said the company has completed the main regulatory steps and now expects the merger to close within three days of the agreement’s timeline, with current expectations pointing to a closing on the 7th.

Devon Energy NYSE: DVN stockholders approved two proposals tied to the company’s planned merger with Coterra Energy Inc. during a virtual-only special stockholders meeting, according to preliminary voting results announced at the meeting.

John Bethancourt, chair of Devon Energy’s board of directors, said the meeting was convened to consider matters related to the “transformational merger with Coterra Energy.” Clay Gaspar, Devon’s president and chief executive officer, also participated in the meeting and addressed stockholder questions about the expected timing and remaining steps for the transaction.

Stockholders Approve Share Issuance and Charter Amendment

The first proposal approved by stockholders was the issuance of shares of Devon common stock to Coterra stockholders in connection with the merger, as contemplated by the companies’ merger agreement and described in the proxy statement.

The second proposal approved an amendment to Devon’s restated certificate of incorporation to increase the number of authorized shares of Devon common stock from 1 billion to 2 billion. Bethancourt said the increase is also connected to the merger with Coterra.

Phillip Allbritten of CT Hagberg LLC, acting on behalf of Broadridge Financial Services as inspector of election, reported the preliminary voting results. He said at least 98% of all voted shares were cast in favor of the stock issuance proposal. He also said at least 75% of all outstanding shares were cast in favor of the charter amendment proposal.

Allbritten confirmed that both proposals received the required levels of support: a majority of shares present in person or represented by proxy for the stock issuance proposal, and a majority of outstanding shares for the authorized share increase.

Devon Says Closing Expected Soon

During the question-and-answer portion of the meeting, stockholders asked when the acquisition was expected to close and whether any hurdles remained. Gaspar said Devon had completed the “normal gauntlet of regulatory filings and due process” and that the meeting concluded that work.

“We feel very confident in our ability to close within the three days prescribed by the merger agreement,” Gaspar said. “Our current expectation is that we will close on the 7th.”

Gaspar added that there did not appear to be any outstanding issues that would prevent closing. He thanked the organization and shareholders for their support, saying Devon was “really excited about the setup” and the company being built going forward.

Quorum and Voting Details

Before the vote, Devon reported that March 27, 2026, was the record date for the meeting. As of that date, 621,440,299 shares of Devon common stock were outstanding and entitled to vote. The company said approximately 76% of the issued and outstanding stock entitled to vote was represented in person or by proxy, establishing a quorum.

Devon said the final voting results from the meeting will be disclosed in a Form 8-K filing with the Securities and Exchange Commission.

Bethancourt adjourned the meeting after the preliminary results were announced and said Allbritten would certify the voting results and file the certificate with Devon’s corporate secretary. Bethancourt also said he spoke for Coterra Board Chair and CEO Tom Jorden in expressing excitement about the transaction.

About Devon Energy NYSE: DVN

Devon Energy Corporation NYSE: DVN is an independent oil and gas exploration and production company headquartered in Oklahoma City, Oklahoma. The company focuses on the exploration, development, production and marketing of hydrocarbons, including crude oil, natural gas liquids (NGLs) and natural gas. Devon operates as an upstream energy company that acquires, evaluates and develops onshore resource plays using a combination of drilling, completion and production optimization techniques.

Core business activities include identifying and developing energy reserves, operating well programs and managing reservoir performance to generate production and cash flow.

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