UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 16, 2009
(March 11, 2009)
DEVON ENERGY CORPORATION
(Exact Name of Registrant as Specified in its Charter)
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DELAWARE
(State or Other Jurisdiction of
Incorporation or Organization)
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001-32318
(Commission File Number)
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73-1567067
(IRS Employer
Identification Number) |
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20 NORTH BROADWAY, OKLAHOMA CITY, OK
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73102 |
(Address of Principal Executive Offices)
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(Zip Code) |
Registrants telephone number, including area code: (405) 235-3611
Check the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Item 5.02 |
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Departure of Directors or Certain Officers; Election of Officers; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers. |
As announced on March 11, 2009, David A. Hager resigned from the Board of Directors of Devon
Energy Corporation (the Company) to accept the position of Executive Vice President, Exploration
and Production of the Company, which was previously held by Stephen J. Hadden.
Mr. Hager, 52, joined Devons board of directors in 2007 and has served as chairman of the
Reserves Committee. He served as chief operating officer of Kerr-McGee Corp. prior to its merger
with Anadarko Petroleum Corp. in 2006. He has more than 25 years of oil and gas exploration and
production experience, including an extensive background in planning and executing deepwater
exploration and development projects. He has a Bachelor of Science degree in Geophysics from Purdue
University and a Masters in Business Administration degree from Southern Methodist University. Mr.
Hager also serves as a director of Pride International, Inc.
Mr. Hager will be entering into an employment agreement with the Company, the form of which is
attached as Exhibit 10.19 to the Companys Annual Report on Form 10-K for the fiscal year ended
December 31, 2008. Mr. Hagers starting annual base salary will be $675,000 and he will be awarded
20,000 shares of restricted Devon common stock, plus 45,000 Devon stock options. The employment
agreement also states that Mr. Hager will be eligible to participate in the Companys performance
bonus program, as well as other normal employee benefits.
Mr. Hadden resigned on March 11, 2009 as the Executive Vice President, Exploration and
Production of the Company to pursue other opportunities. In connection with Mr. Haddens
resignation, the Company and Mr. Hadden entered into a Separation and Release Agreement (the
Separation Agreement) dated March 11, 2009 that provides Mr. Hadden with the payments and
benefits he would have been entitled to under his employment agreement with the Company had he been
terminated by the Company without cause. The form of Mr. Haddens employment agreement is attached
as Exhibit 10.19 to the Companys Annual Report on Form 10-K for the fiscal year ended December 31,
2008. The Separation Agreement also includes a customary release of claims by Mr. Hadden, as well
a provision allowing the recoupment of his severance benefits under certain circumstances. Mr.
Hadden will remain subject to the non-solicitation and non-disclosure covenants included in his
employment agreement.
The foregoing summary of the Separation Agreement does not purport to be complete and is
qualified in its entirety by reference to the agreement, which is filed as Exhibit 10.1 hereto and
is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
Exhibits
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10.1 |
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Separation and Release Agreement dated March 11, 2009, between the
Company and Stephen J. Hadden. |
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99.1 |
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Devon Energy Corporation Press Release dated March 11, 2009. |
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