TABLE OF CONTENTS for Devon

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Devon Energy (DVN)

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This excerpt taken from the DVN DEF 14A filed Apr 24, 2009.

TABLE OF CONTENTS


ABOUT THE ANNUAL MEETING		1
AGENDA ITEM 1. ELECTION OF DIRECTORS		5
Nominees for Director for Terms Expiring in 2011 — Class II		6
AGENDA ITEM 2. RATIFICATION OF THE APPOINTMENT OF A DIRECTOR		7
Director Whose Term Expires in 2011 — Class III		7
DIRECTORS CONTINUING IN SERVICE		8
Directors Whose Terms Expire in 2010 — Class I		8
Directors Whose Terms Expire in 2011 — Class III		8
CORPORATE GOVERNANCE		9
Board of Directors Information		9
Committees		9
Director Independence		11
Lead Director		11
Director Communication		11
Compensation Committee Interlocks and Insider Participation		11
Related Party Transactions		11
Director Compensation for the Year Ended December 31, 2008		12
Annual Retainer and Meeting Fees		13
Annual Equity Awards		13
GOVERNANCE COMMITTEE REPORT		14
AUDIT COMMITTEE REPORT		16
Independent Auditors’ Fees		17
Audit Committee Pre-Approval Policies and Procedures		17
RESERVES COMMITTEE REPORT		18
COMPENSATION DISCUSSION AND ANALYSIS		19
Introduction		19
Compensation Philosophy and Objectives		19
Compensation Process		21
Overview of Executive Compensation Elements Used in 2008		23
Compensation Decisions in 2008		26
Consideration of Tax Implications		29
COMPENSATION COMMITTEE REPORT		29
SUMMARY COMPENSATION TABLE		30
GRANTS OF PLAN-BASED AWARDS DURING 2008		33
OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2008		34
OPTION EXERCISES AND STOCK VESTED DURING THE YEAR ENDED DECEMBER 31, 2008		36
PENSION BENEFITS FOR THE YEAR ENDED DECEMBER 31, 2008		37
Pension Benefits Table		38
Defined Benefit Plan		39
Benefit Restoration Plan		40
Supplemental Retirement Income Plan		40
NONQUALIFIED DEFERRED COMPENSATION IN 2008		41
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL		41
Employment and Severance Agreements		46
Defined Benefit Plan, BRP and SRIP		47
Long-Term Incentive Plan		48
EQUITY COMPENSATION PLAN INFORMATION		48
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		49
Security Ownership of Certain Beneficial Owners		49
Security Ownership of Management		50
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE		51
INFORMATION ABOUT EXECUTIVE OFFICERS		51
AGENDA ITEM 3. RATIFICATION OF INDEPENDENT AUDITORS FOR 2009		53
AGENDA ITEM 4. ADOPTION OF THE DEVON ENERGY CORPORATION 2009 LONG-TERM INCENTIVE PLAN		54
AGENDA ITEM 5. STOCKHOLDER PROPOSAL FOR A DIRECTOR ELECTION MAJORITY VOTE STANDARD		59
SUBMISSION OF STOCKHOLDER PROPOSALS AND NOMINEES		62
OTHER MATTERS		62
APPENDIX “A”: 2009 LONG-TERM INCENTIVE PLAN		A-1

Commitment Runs Deep

This excerpt taken from the DVN DEF 14A filed Apr 28, 2008.

TABLE OF CONTENTS


ABOUT THE ANNUAL MEETING		1
AGENDA ITEM 1. ELECTION OF DIRECTORS		5
Nominees for Directors for Terms Expiring in 2011		6
Directors Whose Terms Expire in 2009		7
Directors Whose Terms Expire in 2010		8
Chairman Emeritus		8
CORPORATE GOVERNANCE		9
Board of Directors Information		9
Committees		9
Director Independence		11
Lead Director		11
Director Communication		11
Compensation Committee Interlocks and Insider Participation		11
Related Party Transactions		11
Director Compensation for the Year Ended December 31, 2007		12
Annual Retainer and Meeting Fees		13
Annual Equity Awards		13
GOVERNANCE COMMITTEE REPORT		14
AUDIT COMMITTEE REPORT		16
Independent Auditors’ Fees		17
Audit Committee Pre-Approval Policies and Procedures		17
RESERVES COMMITTEE REPORT		18
COMPENSATION DISCUSSION AND ANALYSIS		19
Introduction		19
Compensation Philosophy and Objectives		19
Compensation Process		21
Executive Compensation in 2007		22
Long-Term Incentives		24
Retirement and Other Benefits		26
Changes to Defined Contribution and Defined Benefit Retirement Plans		27
Material Differences in Pay Decisions for Named Executive Officers		27
Other Benefits		28
Post-Termination or Change in Control Benefits		28
Consideration of Tax Implications		28
COMPENSATION COMMITTEE REPORT		29
SUMMARY COMPENSATION TABLE		30
All Other Compensation		31
GRANTS OF PLAN-BASED AWARDS DURING 2007		32
OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2007		33
OPTION EXERCISES AND STOCK VESTED DURING THE YEAR ENDED DECEMBER 31, 2007		35
PENSION BENEFITS FOR THE YEAR ENDED DECEMBER 31, 2007		36
NONQUALIFIED DEFERRED COMPENSATION IN 2007		40
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL		40
EQUITY COMPENSATION PLAN INFORMATION		47
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		48
Security Ownership of Certain Beneficial Owners		48
Security Ownership of Management		49
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE		50
INFORMATION ABOUT EXECUTIVE OFFICERS		50
AGENDA ITEM 2. RATIFICATION OF INDEPENDENT AUDITORS FOR 2008		52
AGENDA ITEM 3. MANAGEMENT PROPOSAL TO AMEND THE RESTATED CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK		52
AGENDA ITEM 4. MANAGEMENT PROPOSAL TO AMEND THE RESTATED CERTIFICATE OF INCORPORATION TO PROVIDE FOR THE ANNUAL ELECTION OF ALL DIRECTORS		53
SUBMISSION OF STOCKHOLDER PROPOSALS AND NOMINEES		54
OTHER MATTERS		54
APPENDIX “A”: AMENDMENT TO THE RESTATED CERTIFICATE OF INCORPORATION TO PROVIDE FOR THE ANNUAL ELECTION OF ALL DIRECTORS		A-1

Commitment Runs Deep

This excerpt taken from the DVN DEF 14A filed Apr 27, 2007.

Table of Contents


ABOUT THE ANNUAL MEETING		1
AGENDA ITEM 1. ELECTION OF DIRECTORS		5
Nominees for Directors for Terms Expiring in 2010 - Class I		5
Directors Whose Terms Expire in 2008 - Class III		6
Directors Whose Terms Expire in 2009 - Class II		6
Chairman Emeritus		7
CORPORATE GOVERNANCE		8
Board of Directors Information		8
Committees		9
Director Independence		11
Lead Director		11
Director Communication		11
Compensation Committee Interlocks and Insider Participation		11
Related Party Transactions		12
Director Compensation for the Year Ended December 31, 2006		12
Annual Retainer and Meeting Fees		13
Annual Equity Awards		13
GOVERNANCE COMMITTEE REPORT		14
AUDIT COMMITTEE REPORT		16
Independent Auditors’ Fees		17
Audit Committee Pre-Approval Policies and Procedures		17
RESERVES COMMITTEE REPORT		18
COMPENSATION DISCUSSION AND ANALYSIS		19
Introduction		19
Compensation Committee and Compensation Consultant		19
Compensation Philosophy and Objectives		19
Compensation Guiding Principles		19
Components of the Executive Compensation Program		21
COMPENSATION COMMITTEE REPORT		26
SUMMARY COMPENSATION TABLE FOR THE YEAR ENDED DECEMBER 31, 2006		27
GRANTS OF PLAN-BASED AWARDS DURING 2006		29
OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2006		30
OPTION EXERCISES AND STOCK VESTED DURING THE YEAR ENDED DECEMBER 31, 2006		33
PENSION BENEFITS FOR THE YEAR ENDED DECEMBER 31, 2006		34
NONQUALIFIED DEFERRED COMPENSATION IN 2006		38
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL		39
EQUITY COMPENSATION PLAN INFORMATION		46
PRINCIPAL SECURITY OWNERSHIP		47
Owners of More Than Five Percent of Devon Stock		47
Directors and Executive Officers		48
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE		50
INFORMATION ABOUT EXECUTIVE OFFICERS		50
AGENDA ITEM 2. RATIFICATION OF INDEPENDENT AUDITORS FOR 2007		51
SUBMISSION OF STOCKHOLDER PROPOSALS AND NOMINEES		52
OTHER MATTERS		52

This excerpt taken from the DVN 10-K filed Feb 28, 2007.

TABLE OF CONTENTS


			Page

PART I
	Item 1.	Business		5
	Item 1A.	Risk Factors		11
	Item 1B.	Unresolved Staff Comments		14
	Item 2.	Properties		14
	Item 3.	Legal Proceedings		25
	Item 4.	Submission of Matters to a Vote of Security Holders		25

PART II
	Item 5.	Market for Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		26
	Item 6.	Selected Financial Data		27
	Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		29
	Item 7A.	Quantitative and Qualitative Disclosures About Market Risk		60
	Item 8.	Financial Statements and Supplementary Data		62
	Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		119
	Item 9A.	Controls and Procedures		119
	Item 9B.	Other Information		121

PART III
	Item 10.	Directors, Executive Officers and Corporate Governance		122
	Item 11.	Executive Compensation		122
	Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		122
	Item 13.	Certain Relationships and Related Transactions, and Director Independence		122
	Item 14.	Principal Accounting Fees and Services		122

PART IV
	Item 15.	Exhibits and Financial Statement Schedules		123
SIGNATURES				128
EXHIBIT INDEX
	EXHIBITS
Severance Agreement
Statement of Computation of Ratios of Earnings to Fixed Charges
Registrant's Significant Subsidiaries
Consent of KPMG LLP
Consent of LaRoche Petroleum Consultants
Consent of Ryder Scott Company LP
Consent of AJM Petroleum Consultants
Certification of J. Larry Nichols Pursuant to Section 302
Certification of Danny J. Heatly Pursuant to Section 302
Certification of J. Larry Nichols Pursuant to Section 906
Certification of Danny J. Heatly Pursuant to Section 906

EXCERPTS ON THIS PAGE:

DEF 14A	Apr 24, 2009

DEF 14A	Apr 28, 2008

DEF 14A	Apr 27, 2007

10-K	Feb 28, 2007

Devon Energy (DVN)

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