DVN » Topics » AGENDA ITEM 1. ELECTION OF DIRECTORS

This excerpt taken from the DVN DEF 14A filed Apr 24, 2009.
AGENDA ITEM 1. ELECTION OF DIRECTORS
 
Pursuant to provisions of our Restated Certificate of Incorporation, as amended, and Bylaws, the Board of Directors shall consist of not less than three nor more than 20 Directors. Currently, the Board is comprised of nine Directors. Our Restated Certificate of Incorporation and Bylaws provide for three classes of Directors. These three classes of Directors currently serve staggered three-year terms, with Class I having two Directors, Class II having four Directors and Class III having three Directors. Effective with the 2011 Annual Meeting, Directors shall be elected annually. The four nominees for Director in Class II, to be elected at this Annual Meeting of Stockholders, will be elected to serve a two-year term. Directors in Class I, to be elected at the 2010 Annual Meeting, will be elected to serve a one-year term. All Directors to be elected at the 2011 Annual Meeting, and thereafter, will be elected for a one-year term.
 
The Board of Directors has nominated for re-election incumbent Directors in Class II, Robert L. Howard, Michael M. Kanovsky, J. Todd Mitchell and J. Larry Nichols, whose terms expire at the Annual Meeting. Effective March 11, 2009, David A. Hager resigned from his position as a Class III Director to become an officer of the Company. The terms of each Director nominee will expire at the Annual Meeting in the year 2011. Nominees will serve until their successors are elected and qualified.
 
The Board of Directors recommends a vote “FOR” each of the nominees for election to the Board of Directors.
 
It is the intention of the persons named in the proxy to vote proxies “FOR” the election of the four nominees unless they are instructed otherwise. In the event that any of the nominees should fail to stand for election, the persons named in the proxy intend to vote for substitute nominees designated by the Board of Directors, unless the Board of Directors reduces the number of Directors to be elected. Proxies cannot be voted for a greater number of persons than the number of nominees named.
 
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Commitment Runs Deep


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Nominees for Director for Terms Expiring in 2011 - Class II
     
(PHOTO)  
Robert L. Howard Director since 2003
Compensation Committee Chairman
Mr. Howard, age 72, retired in 1995 from his position as Vice President of Domestic Operations, Exploration and Production of Shell Oil Company. He served as a Director of Ocean Energy, Inc. from 1996 to 2003. Mr. Howard is also a Director of Southwestern Energy Company and McDermott International, Incorporated.
     
(PHOTO)  
Michael M. Kanovsky Director since 1998
Mr. Kanovsky, age 60, is President of Sky Energy Corporation. From 1982 to 1998 he served on the Board of Directors of the Canadian-based Northstar Energy Corporation which was acquired by Devon in 1998. Mr. Kanovsky currently serves as a Director of Argosy Energy Inc., ARC Resources Ltd., Bonavista Petroleum Ltd., Pure Technologies Ltd. and TransAlta Corporation.
     
(PHOTO)  
J. Todd Mitchell Director since 2002
Mr. Mitchell, age 50, served as President of GPM, Inc., a family-owned investment company, from 1998 to 2006, and as Vice President of strategic planning from 2006 to 2007. He currently serves as President of Two Seven Ventures, LLC, a private energy investment company. Mr. Mitchell served on the Board of Directors of Mitchell Energy & Development Corp. from 1993 to 2002.
     
(PHOTO)  
J. Larry Nichols Director since 1971
Chairman of the Board
Dividend Committee Chairman
Mr. Nichols, age 66, is a co-founder of Devon and serves as Chairman of the Board of Directors and Chief Executive Officer of the Company. Mr. Nichols is a Director of Baker Hughes Incorporated and Sonic Corp. Since January 1, 2009, Mr. Nichols has served as Chairman of the Board of Directors of the American Petroleum Institute. He has a Bachelor of Arts degree in Geology from Princeton University and a law degree from the University of Michigan.
 
 
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Commitment Runs Deep


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