Item 5.07 Submission of Matters to a Vote of Security Holders.
On December 30, 2020, WPX Energy, Inc., a Delaware corporation ("WPX" or the
"Company") held a special meeting of the Company's stockholders (the "Special
Meeting") virtually at 9:30 a.m. Central Time. At the Special Meeting, the
Company's stockholders voted on and approved (a) a proposal (the "Merger
Proposal") to adopt the Agreement and Plan of Merger, dated as of September 26,
2020 (the "Merger Agreement"), by and among WPX, Devon Energy Corporation, a
Delaware corporation ("Devon"), and East Merger Sub, Inc., a Delaware
corporation and wholly-owned subsidiary of Devon, and (b) a proposal (the
"Compensation Advisory Proposal") to approve, on a non-binding advisory basis,
the compensation that may be paid or become payable to the Company's named
executive officers that is based on or otherwise relates to the merger. The
Proxy Statement also contained a proposal to approve the adjournment of the
Special Meeting to solicit additional proxies if there were not sufficient votes
at the time of the Special Meeting to approve the Merger Proposal or to ensure
that any supplement or amendment to the Proxy Statement was timely provided to
the Company's stockholders (the "Adjournment Proposal") Prior to the Special
Meeting, the Company delivered a definitive joint proxy statement/prospectus
(the "Proxy Statement") to its stockholders describing the Special Meeting, the
Merger Proposal, the Compensation Advisory Proposal, the Adjournment Proposal
and the merger and related information. The Proxy Statement was filed with the
U.S. Securities and Exchange Commission on November 24, 2020.
At the Special Meeting, the Merger Proposal was approved by the affirmative vote
of the holders of a majority of the outstanding shares of the Company's common
stock entitled to vote on the proposal. The Compensation Advisory Proposal was
approved, on an advisory basis, by the affirmative vote of the holders of a
majority of the shares of the Company's common stock entitled to vote thereon
and present in person or represented by proxy at the Special Meeting. The
Adjournment Proposal was approved by the affirmative vote of the holders of a
majority of the Company's common stock entitled to vote thereon and present in
person or represented by proxy at the Special Meeting
As disclosed in the Proxy Statement, as of the close of business on November 4,
2020, the record date for the Special Meeting, there were 561,040,585 shares of
the Company's common stock, par value $0.01 per share, ("Company common stock"),
outstanding and entitled to vote. 488,350,711 shares of Company common stock
were represented in person or by proxy at the Special Meeting, which constituted
a quorum to conduct business at the meeting. The following are the final voting
results on the Merger Proposal, the Compensation Advisory Proposal and the
Adjournment Proposal, each of which is more fully described in the Proxy
Statement.
Merger Proposal: The number of shared voted for or against, as well as
abstentions and broker-non votes, if applicable, with respect to the Merger
Proposal at the Special Meeting was:
Votes For Votes Against Abstentions Broker Non-Votes
486,854,184 797,646 698,881 0
Compensation Advisory Proposal: The number of shared voted for or against, as
well as abstentions and broker-non votes, if applicable, with respect to the
Compensation Advisory Proposal at the Special Meeting was:
Votes For Votes Against Abstentions Broker Non-Votes
470,510,994 16,555,665 1,284,052 0
Adjournment Proposal: The number of shared voted for or against, as well as
abstentions and broker-non votes, if applicable, with respect to the Adjournment
Proposal at the Special Meeting was:
Votes For Votes Against Abstentions Broker Non-Votes
448,516,171 38,964,319 870,221 0
Item 8.01 Other Events.
With the approval of the Merger Proposal, the Company expects the closing of the
merger to occur on January 7, 2020, subject to the satisfaction or waiver of the
remaining conditions to close, each of which by their nature cannot be satisfied
until the closing.
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