DEVON ENERGY CORPORATION | Right To Act By Written Consent at DEVON ENERGY CORPORATION

Status
Omitted
Previous AGM date
Resolution details
Company ticker
DVN
Lead filer
John Chevedden
Resolution ask
Adopt or amend a policy
ESG theme
  • Governance
ESG sub-theme
  • Shareholder rights
Type of vote
Shareholder proposal
Filer type
Shareholder
Company sector
Energy
Company HQ country
United States
Resolved clause
RESOLVED : Shareholders request that the board of directors take the necessary steps to permit written consent by the shareholders entitled to cast the minimum number of votes that would be necessary to authorize an action at a meeting at which all shareholders entitled to vote thereon were present and voting (without any unnecessary restriction based on length of stock ownership or the method by which Devon Energy shareholders hold their DVN shares). 
Supporting statement
This includes shareholder ability to initiate any appropriate topic for written consent. This includes that any associated request for a record date shall have the lowest allowable figure. This includes that written consent not include a solicitation clause mandating a certain percent of shares be solicited unless legally required. DVN shareholders have a particular need for the right to act by written consent because it is considerably more difficult than necessary for DVN shareholders to call for a special shareholder meeting. Shareholders acting by written consent and calling for a special shareholder meeting are 2 means that shareholders of a company can use to put forth a proposal without waiting for the annual shareholder meeting. Delaware law considers it reasonable for 10% of shareholders to call for a special shareholder meeting ? yet DVN made the threshold 25% of shares outstanding and then excluded all DVN shares that were not long-term shares, which excludes the DVN shares most likely to call for a special shareholder meeting. This proposal topic received 45% at an earlier DVN annual meeting. This 45%-support likely translates into more than 50%-support from the shares that have access to independent proxy voting advice and are the most informed shareholders on annual meeting ballot items. Acting by written consent is hardly ever used by shareholders but the main point of having a right to act by written consent is that it gives shareholders greater standing to engage effectively with management when DVN is underperforming. The following challenging 2025 news reports on DVN make it more urgent to adopt this proposal without delay: DVN cited persistent macroeconomic challenges that could affect future performance. Analysts projected a year-over-year decline in earnings per share for the full fiscal year 2025. DVN?s significant natural gas and natural gas liquids production has been negatively impacted by low prices. DVN stock price experienced significant volatility and, as of late 2025, the one-year total shareholder return was still down, making it a stock primarily recommended for risk-tolerant investors. DVN stock was at $79 in 2022 and at only $33 in late 2025. Some market observers and analysts expressed a preference for Devon to prioritize debt reduction, rather than share buybacks. Devon missed out on the wave of large-scale M&A deals in the oil and gas sector, such as the acquisition of CrownRock, which went to a rival.

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