While Devon Energy and Coterra Energy work behind the scenes on their previously announced proposed merger and the transfer of headquarters to Houston, Texas, some details of the merger still await final approval by shareholders.
By all indications, no publicly announced date or dates for meetings of stockholders in the two companies have been made. Filings by Devon Energy and Coterra Energy with the U.S. Securities Exchange Commission reflect proxies but they do not include any identifiable dates for the meetings.
The dates were left blank in the filings.
“NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
OF DEVON ENERGY CORPORATION
TO BE HELD ON [•], 2026
OF DEVON ENERGY CORPORATION
TO BE HELD ON [•], 2026
To the Stockholders of Devon Energy Corporation:
You are cordially invited to attend the special meeting of stockholders (the “Devon Special Meeting”) of Devon Energy Corporation (“Devon”) which will be held virtually at [•] [a.m./p.m.], Central Time, on [•], 2026 at [•], for the following purposes:”
As each company’s filing showed, the purpose of the meeting is to approve the issuance of shares and to increase Devon’s number of authorized shares of common stock from 1,000,000,000 to 2,000,000,000.
“On behalf of the boards of directors of Devon Energy Corporation (“Devon”) and Coterra Energy Inc. (“Coterra”), we are pleased to enclose the accompanying joint proxy statement/prospectus relating to the merger of Devon and Coterra. We are requesting that you take certain actions as a Devon or Coterra stockholder.”
Devon urged its shareholders to give approval to the proposal.
“The Devon Board recommends that holders of Devon Common Stock vote “FOR” the Stock Issuance Proposal, “FOR” the Authorized Share Charter Amendment Proposal and “FOR” the Devon Adjournment Proposal,” according to the proxy filed with the SEC.
Another purpose of the shareholders meeting would be “to consider and vote on a proposal to approve the adjournment of the Devon Special Meeting, if necessary or appropriate, for the purpose of soliciting additional votes for the approval of the Devon Merger Proposals (the “Devon Adjournment Proposal”).”
Devon’s SEC filing stated it would transact no other business at the Devon Special meeting except by or at the direction of the board of directors.
“The Devon Board has (i) determined that it is in the best interests of Devon and the holders of Devon Common Stock to enter into the Merger Agreement, (ii) declared entry into the Merger Agreement to be advisable, (iii) authorized and approved Devon’s execution, delivery and performance of the Merger Agreement in accordance with its terms and Devon’s consummation of the transactions contemplated thereby, including the merger of Merger Sub and Coterra contemplated thereby (the “merger”) and the issuance of Devon Common Stock contemplated by the Stock Issuance Proposal, (iv) directed that the approval of the Stock Issuance Proposal and Authorized Share Charter Amendment Proposal be submitted.”
The proxy statements were signed by Clay Gaspar, Devon’s President and CEO as well as Thomas Jorden, Chairman of the Board of Directors and President and CEO at Coterra Energy Inc.