|
||||||||||||||||||||||||||
| SEC Info℠ | | | Home | | | Search | | | My Interests | | | Help | | | Sign In | | | Please Sign In | |||||||
|
||||||||||||||||||||||||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/21/13 Devon Energy Corp/DE 10-K 12/31/12 151:20M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 2.04M
2: EX-3.1 Articles of Incorporation/Organization or Bylaws HTML 76K
3: EX-10.16 Material Contract HTML 94K
4: EX-10.17 Material Contract HTML 98K
5: EX-10.24 Material Contract HTML 75K
7: EX-21 Subsidiaries List HTML 45K
8: EX-23.1 Consent of Experts or Counsel HTML 45K
9: EX-23.2 Consent of Experts or Counsel HTML 45K
10: EX-23.3 Consent of Experts or Counsel HTML 44K
15: EX-99.1 Miscellaneous Exhibit HTML 63K
16: EX-99.2 Miscellaneous Exhibit HTML 75K
6: EX-12 Statement re: Computation of Ratios HTML 64K
11: EX-31.1 Certification -- §302 - SOA'02 HTML 48K
12: EX-31.2 Certification -- §302 - SOA'02 HTML 48K
13: EX-32.1 Certification -- §906 - SOA'02 HTML 44K
14: EX-32.2 Certification -- §906 - SOA'02 HTML 44K
102: R1 Document And Entity Information HTML 73K
77: R2 Consolidated Comprehensive Statements Of Earnings HTML 188K
95: R3 Consolidated Statements Of Cash Flows HTML 179K
107: R4 Consolidated Balance Sheets HTML 165K
137: R5 Consolidated Balance Sheets (Parenthetical) HTML 52K
81: R6 Consolidated Statements Of Stockholders' Equity HTML 116K
94: R7 Summary Of Significant Accounting Policies HTML 102K
70: R8 Derivative Financial Instruments HTML 154K
58: R9 Share-Based Compensation HTML 108K
139: R10 Restructuring Costs HTML 80K
109: R11 Other, Net HTML 57K
108: R12 Income Taxes HTML 105K
117: R13 Earnings Per Share HTML 66K
118: R14 Other Comprehensive Earnings HTML 63K
114: R15 Supplemental Information To Statements Of Cash HTML 59K
Flows
119: R16 Short-Term Investments HTML 51K
96: R17 Accounts Receivable HTML 57K
104: R18 Other Current Assets HTML 53K
112: R19 Property And Equipment HTML 69K
150: R20 Debt And Related Expenses HTML 107K
129: R21 Asset Retirement Obligations HTML 57K
87: R22 Retirement Plans HTML 232K
110: R23 Stockholders' Equity HTML 62K
91: R24 Commitments And Contingencies HTML 73K
47: R25 Fair Value Measurements HTML 110K
131: R26 Discontinued Operations HTML 85K
144: R27 Segment Information HTML 86K
64: R28 Supplemental Information On Oil And Gas Operations HTML 463K
63: R29 Supplemental Quarterly Financial Information HTML 103K
68: R30 Summary Of Significant Accounting Policies HTML 181K
(Policies)
69: R31 Summary Of Significant Accounting Policies HTML 52K
(Tables)
71: R32 Derivative Financial Instruments (Tables) HTML 150K
34: R33 Share-Based Compensation (Tables) HTML 101K
127: R34 Restructuring Costs (Tables) HTML 72K
85: R35 Other, Net (Tables) HTML 54K
88: R36 Income Taxes (Tables) HTML 104K
52: R37 Earnings Per Share (Tables) HTML 62K
149: R38 Other Comprehensive Earnings (Tables) HTML 60K
23: R39 Supplemental Information To Statements Of Cash HTML 57K
Flows (Tables)
74: R40 Short-Term Investments (Tables) HTML 50K
135: R41 Accounts Receivable (Tables) HTML 53K
49: R42 Other Current Assets (Tables) HTML 52K
62: R43 Property And Equipment (Tables) HTML 55K
67: R44 Debt And Related Expenses (Tables) HTML 101K
78: R45 Asset Retirement Obligations (Tables) HTML 55K
33: R46 Retirement Plans (Tables) HTML 221K
57: R47 Commitments And Contingencies (Tables) HTML 56K
26: R48 Fair Value Measurements (Tables) HTML 99K
133: R49 Discontinued Operations (Tables) HTML 79K
48: R50 Segment Information (Tables) HTML 80K
128: R51 Supplemental Information On Oil And Gas Operations HTML 458K
(Tables)
53: R52 Supplemental Quarterly Financial Information HTML 94K
(Tables)
75: R53 Summary Of Significant Accounting Policies HTML 55K
(Narrative) (Details)
25: R54 Summary Of Significant Accounting Policies HTML 52K
(Schedule Of Goodwill By Reporting Segment)
(Details)
30: R55 Derivative Financial Instruments (Schedule Of Open HTML 62K
Oil Derivative Positions) (Details)
66: R56 Derivative Financial Instruments (Schedule Of Open HTML 62K
Natural Gas Derivative Positions) (Details)
39: R57 Derivative Financial Instruments (Schedule Of Open HTML 51K
NGL Derivative Positions) (Details)
140: R58 Derivative Financial Instruments (Schedule Of Open HTML 52K
Interest Rate Swap Derivative Positions) (Details)
83: R59 Derivative Financial Instruments (Schedule Of Open HTML 52K
Foreign Exchange Rate Derivative Positions)
(Details)
115: R60 Derivative Financial Instruments (Schedule Of HTML 59K
Derivative Financial Instruments Included In The
Consolidated Comprehensive Statement Of Earnings)
(Details)
56: R61 Derivative Financial Instruments (Schedule Of HTML 57K
Derivative Financial Instruments Included In The
Consolidated Balance Sheets) (Details)
60: R62 Share-Based Compensation (Narrative) (Details) HTML 91K
125: R63 Share-Based Compensation (Schedule Of The Effects HTML 55K
Of Share Based Compensation Included In The
Consolidated Comprehensive Statement Of Earnings)
(Details)
120: R64 Share-Based Compensation (Summary Of The HTML 61K
Grant-Date Fair Values Of Stock Options Granted
And Their Related Assumptions, Represented By The
Weighted-Average Amounts) (Details)
86: R65 Share-Based Compensation (Summary Of Outstanding HTML 104K
Stock Options, Including Changes During The Year)
(Details)
123: R66 Share-Based Compensation (Summary Of Unvested HTML 73K
Restricted Stock Awards And Units, Including
Changes During The Year) (Details)
54: R67 Share-Based Compensation (Summary Of Performance HTML 60K
Restricted Stock Awards) (Details)
92: R68 Share-Based Compensation (Summary Of The Grant HTML 62K
Date Fair Values Of Performance Share Units)
(Details)
143: R69 Share-Based Compensation (Summary Of Performance HTML 66K
Share Units) (Details)
28: R70 Restructuring Costs (Narrative) (Details) HTML 62K
46: R71 Restructuring Costs (Schedule Of The Components Of HTML 52K
Restructuring Costs Included In The Consolidated
Statements Of Earnings) (Details)
76: R72 Restructuring Costs (Schedule Of The Activity And HTML 58K
Balances Associated With Restructuring
Liabilities) (Details)
37: R73 Other, Net (Components Of Other, Net) (Details) HTML 64K
148: R74 Income Taxes (Narrative) (Details) HTML 97K
50: R75 Income Taxes (Schedule Of Income Tax Expense HTML 91K
(Benefit)) (Details)
41: R76 Income Taxes (Schedule Of Effective Income Tax HTML 70K
Reconciliation) (Details)
45: R77 Income Taxes (Schedule Of Deferred Tax Assets And HTML 89K
Liabilities) (Details)
31: R78 Income Taxes (Schedule Of Changes In Unrecognized HTML 65K
Tax Benefits) (Details)
35: R79 Income Taxes (Summary Of The Tax Years By HTML 48K
Jurisdiction That Remain Subject To Examination By
Taxing Authorities) (Details)
105: R80 Earnings Per Share (Earnings Per Share HTML 114K
Computations) (Details)
43: R81 Other Comprehensive Earnings (Components Of Other HTML 91K
Comprehensive Earnings) (Details)
141: R82 Supplemental Information To Statements Of Cash HTML 68K
Flows (Schedule Of Supplemental To Cash Flow
Information) (Details)
72: R83 Short-Term Investments (Components Of Short-Term HTML 49K
Investments) (Details)
113: R84 Accounts Receivable (Schedule Of Components Of HTML 57K
Accounts Receivable) (Details)
122: R85 Other Current Assets (Schedule Of Components Of HTML 64K
Other Current Assets) (Details)
42: R86 Property And Equipment (Narrative) (Details) HTML 52K
44: R87 Property And Equipment (Schedule Of Asset HTML 56K
Impairments) (Details)
138: R88 Debt (Narrative) (Details) HTML 68K
38: R89 Debt And Related Expenses (Schedule Of Debt HTML 90K
Instruments) (Details)
106: R90 Debt And Related Expenses (Schedule Of Debt HTML 63K
Maturities) (Details)
99: R91 Debt And Related Expenses (Schedule Of Other Debt HTML 68K
And Debentures) (Details)
126: R92 Debt And Related Expenses (Schedule Of Debt HTML 62K
Assumed Upon Acquisition Of Business) (Details)
98: R93 Debt And Related Expenses (Schedule Of Interest HTML 58K
Expense Components) (Details)
82: R94 Asset Retirement Obligations (Summary Of Changes HTML 72K
In Asset Retirement Obligations) (Details)
132: R95 Retirement Plans (Narrative) (Details) HTML 77K
79: R96 Retirement Plans (Schedule Of Changes In Defined HTML 157K
Benefit Plan Obligations) (Details)
51: R97 Retirement Plans (Schedule Of Projected Benefit HTML 51K
Obligation And Accumulated Benefit Obligation In
Excess Of Plan Assets) (Details)
89: R98 Retirement Plans (Schedule Of Net Periodic Benefit HTML 103K
Cost And Other Comprehensive Income For Pension
And Other Postretirement Benefit Plans) (Details)
84: R99 Retirement Plans (Schedule Of Estimated Net HTML 57K
Actuarial Loss And Prior Service Cost For The
Pension And Other Postretirement Plans That Will
Be Amortized From Accumulated Other Comprehensive
Income Into Net Periodic Benefit Cost During 2012)
(Details)
65: R100 Retirement Plans (Schedule Of Weighted Average HTML 63K
Actuarial Assumptions Used To Determine Benefit
Obligations And Net Periodic Benefit Costs)
(Details)
151: R101 Retirement Plans (Schedule Of Pension Plan Assets HTML 46K
Target Allocation) (Details)
124: R102 Retirement Plans (Schedule Of Fair Values Of HTML 82K
Pension Assets By Asset Class) (Details)
97: R103 Retirement Plans (Schedule Of Changes In Level 3 HTML 59K
Assets) (Details)
32: R104 Retirement Plans (Schedule Of Expected Cash Flow HTML 64K
Information For Pension And Other Postretirement
Benefit Plans) (Details)
134: R105 Retirement Plans (Schedule Of Expense Related To HTML 49K
These Defined Contribution Plans) (Details)
142: R106 Stockholders' Equity (Narrative) (Details) HTML 88K
136: R107 Commitments And Contingencies (Narrative) HTML 57K
(Details)
93: R108 Commitments And Contingencies (Schedule Of HTML 63K
Commitments And Contingencies) (Details)
40: R109 Fair Value Measurements (Schedule Of Carrying HTML 88K
Value And Fair Value Measurement Information For
Financial Assets And Liabilities) (Details)
116: R110 Fair Value Measurements (Summary Of Changes In HTML 69K
Level 3 Fair Value Measurements) (Details)
55: R111 Discontinued Operations (Narrative) (Details) HTML 56K
24: R112 Discontinued Operations (Schedule Of Gains On HTML 66K
Divestiture Transactions) (Details)
80: R113 Discontinued Operations (Schedule Of Main Classes HTML 63K
Of Assets And Liabilities Associated With
Discontinued Operations) (Details)
73: R114 Segment information (Condensed Statements Of HTML 116K
Comprehensive Earnings And Balance Sheets Of
Reportable Segments) (Details)
130: R115 Supplemental Information On Oil And Gas Operations HTML 131K
(Narrative) (Details)
59: R116 Supplemental Information On Oil And Gas Operations HTML 74K
(Costs Incurred) (Details)
146: R117 Supplemental Information On Oil And Gas Operations HTML 65K
(Capitalized Costs) (Details)
36: R118 Supplemental Information On Oil And Gas Operations HTML 65K
(Oil And Gas Properties Not Subject To
Amortization) (Details)
101: R119 Supplemental Information On Oil And Gas Operations HTML 81K
(Results Of Operations) (Details)
121: R120 Supplemental Information On Oil And Gas Operations HTML 226K
(Proved Reserves) (Details)
27: R121 Supplemental Information On Oil And Gas Operations HTML 58K
(Proved Undeveloped Reserves) (Details)
100: R122 Supplemental Information On Oil And Gas Operations HTML 80K
(Standardized Measure Of Discounted Future Net
Cash Flows Related To Interest In Proved Reserves)
(Details)
90: R123 Supplemental Information On Oil And Gas Operations HTML 84K
(Schedule Of Principal Changes In The Standardized
Measure Of Discounted Future Net Cash Flows
Attributable To Proved Reserves) (Details)
29: R124 Supplemental Information On Oil And Gas Operations HTML 60K
(Estimated Pretax Cash Flow Information Related To
Proved Reserves) (Details)
103: R125 Supplemental Quarterly Financial Information HTML 72K
(Narrative) (Details)
147: R126 Supplemental Quarterly Financial Information HTML 105K
(Schedule Of Quarterly Financial Information)
(Details)
145: XML IDEA XML File -- Filing Summary XML 237K
61: EXCEL IDEA Workbook of Financial Reports (.xls) XLS 3.31M
17: EX-101.INS XBRL Instance -- dvn-20121231 XML 5.30M
19: EX-101.CAL XBRL Calculations -- dvn-20121231_cal XML 325K
20: EX-101.DEF XBRL Definitions -- dvn-20121231_def XML 1.21M
21: EX-101.LAB XBRL Labels -- dvn-20121231_lab XML 2.25M
22: EX-101.PRE XBRL Presentations -- dvn-20121231_pre XML 1.92M
18: EX-101.SCH XBRL Schema -- dvn-20121231 XSD 327K
111: ZIP XBRL Zipped Folder -- 0001193125-13-068817-xbrl Zip 330K
| EX-3.1 |
Exhibit 3.1
RESTATED CERTIFICATE OF INCORPORATION
OF
Devon Energy Corporation
(Originally incorporated under the name
“Devon Delaware Corporation” on May 18, 1999)
The undersigned, Carla D. Brockman, certifies that she is the Vice President Corporate Governance and Secretary of Devon Energy Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), and does hereby further certify as follows:
A. The name of the corporation is Devon Energy Corporation. The corporation was originally incorporated under the name Devon Delaware Corporation and the original Certificate of Incorporation of the corporation was filed with the Secretary of State of the State of Delaware on May 18, 1999.
B. This Restated Certificate of Incorporation, which restates and integrates without further amendment the Corporation’s current certificate of incorporation (as previously amended and restated, the “Certificate of Incorporation”), was duly adopted in accordance with the provisions of Section 245 of the General Corporation Law of the State of Delaware by the Board of Directors of the Corporation.
C. There is no discrepancy between the Certificate of Incorporation and this Restated Certificate of Incorporation of the Corporation, which shall read in its entirety as follows:
ARTICLE I
Name
The name of this corporation (the “Corporation”) is Devon Energy Corporation.
ARTICLE II
Registered Office
The address of the registered office of the Corporation in the State of Delaware is at Corporation Trust Center, 1209 Orange Street, City of Wilmington, County of New Castle 19801, and the name of its registered agent at that address is The Corporation Trust Company.
1
ARTICLE III
Business
The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware (the “General Corporation Law”).
ARTICLE IV
Authorized Capital Stock
A. The Corporation shall be authorized to issue a total of 1,004,500,000 shares of capital stock divided into two classes as follows:
(1) 1,000,000,000 shares of Common Stock, par value $0.10 per share (“Common Stock”), and
(2) 4,500,000 shares of Preferred Stock, par value $1.00 per share (“Preferred Stock”).
B. Shares of Preferred Stock may be issued from time to time in one or more series as may from time to time be determined by the Board of Directors of the Corporation (the “Board”), each of said series to be distinctly designated. The voting powers, preferences and relative, participating, optional and other special rights, and the qualifications, limitations or restrictions thereof, if any, of each such series may differ from those of any and all other series of Preferred Stock at any time outstanding, and the Board is hereby expressly granted authority to fix or alter, by resolution or resolutions, the designation, number, voting powers, preferences and relative, participating, optional and other special rights, and the qualifications, limitations and restrictions thereof, of each such series, including, but without limiting the generality of the foregoing, the following:
(1) The distinctive designation of, and the number of shares of Preferred Stock that shall constitute, such series, which number (except where otherwise provided by the Board in the resolution establishing such series) may be increased or decreased (but not below the number of shares of such series then outstanding) from time to time by action of the Board;
(2) The rights in respect of dividends, if any, of such series of Preferred Stock, the extent of the preference or relation, if any, of such dividends to the dividends payable on any other class or classes or any other series of the same or other class or classes of capital stock of the Corporation, and whether or in what circumstances such dividends shall be cumulative;
(3) The right, if any, of the holders of such series of Preferred Stock to convert the same into, or exchange the same for, shares of any other class or classes or of any other series of the same or any other class or classes of capital stock or other securities of the Corporation or any other person, and the terms and conditions of such conversion or exchange;
2
(4) Whether or not shares of such series of Preferred Stock shall be subject to redemption, and, if so, the terms and conditions of such redemption (including whether such redemption shall be optional or mandatory), including the date or dates or event or events upon or after which they shall be redeemable, and the amount and type of consideration payable upon redemption, which may vary under different conditions and at different redemption dates;
(5) The rights, if any, of the holders of such series of Preferred Stock upon the voluntary or involuntary liquidation, dissolution or winding-up of the Corporation or in the event of any merger or consolidation of or sale of assets by the Corporation;
(6) The terms of any sinking fund or redemption or purchase account, if any, to be provided for shares of such series of the Preferred Stock;
(7) The voting powers, if any, of the holders of any series of Preferred Stock generally or with respect to any particular matter, which may be less than, equal to or greater than one vote per share, and which may, without limiting the generality of the foregoing, include the right, voting as a series by itself or together with the holders of any other series of Preferred Stock or all series of Preferred Stock as a class, to elect one or more directors of the Corporation generally or under such specific circumstances and on such conditions, as shall be provided in the resolution or resolutions of the Board adopted pursuant hereto, including, without limitation, in the event there shall have been a default in the payment of dividends on or redemption of any one or more series of Preferred Stock; and
(8) Any other powers, preferences and relative, participating, optional or other rights, and qualifications, limitations or restrictions of shares of such series of Preferred Stock.
C. (1) After the provisions with respect to preferential dividends on any series of Preferred Stock (fixed in accordance with the provisions of Paragraph B of this Article IV), if any, shall have been satisfied and after the Corporation shall have complied with all the requirements, if any, with respect to redemption of, or the setting aside of sums as sinking funds or redemption or purchase accounts with respect to, any series of Preferred Stock (fixed in accordance with the provisions of Paragraph B of this Article IV), and subject further to any other conditions that may be fixed in accordance with the provisions of Paragraph B of this Article IV, then and not otherwise the holders of Common Stock shall be entitled to receive such dividends as may be declared from time to time by the Board.
3
(2) In the event of the voluntary or involuntary liquidation, dissolution or winding-up of the Corporation, after distribution in full of the preferential amounts, if any (fixed in accordance with the provisions of Paragraph B of this Article IV), to be distributed to the holders of Preferred Stock by reason thereof, the holders of Common Stock shall, subject to the additional rights, if any (fixed in accordance with the provisions of Paragraph B of this Article IV), of the holders of any outstanding shares of Preferred Stock, be entitled to receive all of the remaining assets of the Corporation, tangible and intangible, of whatever kind available for distribution to stockholders ratably in proportion to the number of shares of Common Stock held by them respectively.
(3) Except as may otherwise be required by law, and subject to the provisions of such resolution or resolutions as may be adopted by the Board pursuant to Paragraph B of this Article IV granting the holders of one or more series of Preferred Stock exclusive voting powers with respect to any matter, each holder of Common Stock shall have one vote in respect of each share of Common Stock held on all matters voted upon by the stockholders.
(4) The authorized amount of shares of Common Stock and of Preferred Stock may, without a class or series vote, be increased or decreased from time to time by the affirmative vote of the holders of a majority of the combined voting power of the then-outstanding shares of Voting Stock, voting together as a single class.
D. No stockholder of the Corporation shall by reason of his holding shares of any class or series of stock of the Corporation have any preemptive or preferential right to purchase, acquire, subscribe for or otherwise receive any additional, unissued or treasury shares (whether now or hereafter acquired) of any class or series of stock of the Corporation now or hereafter to be authorized, or any notes, debentures, bonds or other securities convertible into or carrying any right, option or warrant to purchase, acquire, subscribe for or otherwise receive shares of any class or series of stock of the Corporation now or hereafter to be authorized, whether or not the issuance of any such shares, or such notes, debentures, bonds or other securities, would adversely affect the dividends or voting or other rights of such stockholder, and the Board may issue or authorize the issuance of shares of any class or series of stock of the Corporation, or any notes, debentures, bonds or other securities convertible into or carrying rights, options or warrants to purchase, acquire, subscribe for or otherwise receive shares of any class or series of stock of the Corporation, without offering any such shares of any such class, either in whole or in part, to the existing stockholders of any class.
E. Cumulative voting of shares of any class or series of capital stock of the Corporation having voting rights is not permitted.
4
ARTICLE V
Election of Directors
A. The business and affairs of the Corporation shall be conducted and managed by, or under the direction of, the Board. The number of directors which shall constitute the entire Board shall not be less than three nor more than twenty, and shall be determined by resolution adopted by a majority of the entire Board. Except as otherwise provided pursuant to Article IV of this Certificate of Incorporation relating to additional directors elected by the holders of one or more series of Preferred Stock, no decrease in the number of directors constituting the Board shall shorten the term of any incumbent director.
B. All directors of the Corporation shall be of one class and shall be elected annually. Each director shall serve for a term ending at the next following annual meeting of stockholders, and until such director’s successor shall have been duly elected and qualified, subject to his earlier death, disqualification, resignation or removal.
C. Except as otherwise provided for or fixed pursuant to the provisions of Article IV relating to the rights of the holders of any series of Preferred Stock to elect additional directors, and subject to the provisions hereof, newly created directorships resulting from any increase in the authorized number of directors, and any vacancies on the Board resulting from death, resignation, disqualification, removal, or other cause, may be filled only by the affirmative vote of a majority of the remaining directors then in office, even though less than a quorum of the Board. Any director elected in accordance with the preceding sentence shall hold office for a term ending at the next following annual meeting of stockholders, and until such director’s successor shall have been duly elected and qualified, subject to his earlier death, disqualification, resignation or removal.
D. During any period when the holders of any series of Preferred Stock have the right to elect additional directors as provided for or fixed pursuant to the provisions of Article IV, then upon commencement and for the duration of the period during which such right continues (i) the then otherwise total authorized number of directors of the Corporation shall automatically be increased by such specified number of directors, and the holders of such Preferred Stock shall be entitled to elect the additional directors so provided for or fixed pursuant to said provisions, and (ii) each such additional director shall serve until such director’s successor shall have been duly elected and qualified, or until such director’s right to hold such office terminates pursuant to said provisions, whichever occurs earlier, subject to his earlier death, disqualification, resignation or removal. Except as otherwise provided by the Board in the resolution or resolutions establishing such series, whenever the holders of any series of Preferred Stock having such right to elect additional directors are divested of such right pursuant to the provisions of such stock, the terms of office of all such additional directors elected by the holders of such stock, or elected to fill any vacancies resulting from the death, resignation, disqualification or removal of such additional directors, shall forthwith terminate and the total and authorized number of directors of the Corporation shall be reduced accordingly.
5
ARTICLE VI
Meeting of Stockholders
A. Meetings of stockholders of the Corporation may be held within or without the State of Delaware, as the Bylaws of the Corporation may provide. Except as otherwise provided for or fixed pursuant to the provisions of Article IV relating to the rights of the holders of any series of Preferred Stock, special meetings of stockholders of the Corporation may be called only (i) pursuant to a resolution adopted by a majority of the then-authorized number of directors of the Corporation, (ii) if permitted by the Bylaws of the Corporation, by the Chairman of the Board or the President of the Corporation as and in the manner provided in the Bylaws of the Corporation, or (iii) by the Secretary of the Corporation upon receipt of the written request of one or more record holders owning, and having held continuously for a period of at least one year prior to the date such request is delivered, an aggregate of not less than 25% of the voting power of all outstanding shares of capital stock of the Corporation entitled to vote on the matter or matters to be brought before the proposed special meeting, provided that such written request is made in accordance with and subject to the applicable requirements and procedures of the Bylaws of the Corporation, including any limitations on the stockholders’ ability to request a special meeting set forth in the Bylaws of the Corporation. Special meetings of stockholders may not be called by any other person or persons or in any other manner. Elections of directors need not be by written ballot unless the Bylaws of the Corporation shall so provide.
B. In addition to the powers conferred on the Board by this Certificate of Incorporation and by the General Corporation Law, and without limiting the generality thereof, the Board is specifically authorized from time to time, by resolution of the Board without additional authorization by the stockholders of the Corporation, to adopt, amend or repeal the Bylaws of the Corporation, in such form and with such terms as the Board may determine, including, without limiting the generality of the foregoing, Bylaws relating to (i) regulation of the procedure for submission by stockholders of nominations of persons to be elected to the Board, (ii) regulation of the attendance at annual or special meetings of the stockholders of persons other than holders of record or their proxies, (iii) regulation of the manner in which, and the circumstances under which, special meetings may be called by stockholders pursuant to Paragraph A of this Article VI and (iv) the regulation of the business that may properly be brought by a stockholder of the Corporation before an annual or special meeting of stockholders of the Corporation.
ARTICLE VII
Stockholder Consent
Any action required or permitted to be taken by the stockholders of the Corporation must be effected at a duly called annual or special meeting of stockholders of the Corporation, and the ability of the stockholders of the Corporation to consent in writing to the taking of any action is hereby specifically denied.
6
ARTICLE VIII
Limitation of Liability
A director of this Corporation shall not be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the General Corporation Law as the same exists or may hereafter be amended. Any repeal or modification of the foregoing paragraph shall not adversely affect any right or protection of a director of the Corporation existing hereunder with respect to any act or omission occurring prior to such repeal or modification.
ARTICLE IX
Executive Committee
The Board, pursuant to the Bylaws of the Corporation or by resolution passed by a majority of the then-authorized number of directors, may designate any of their number to constitute an Executive Committee, which Executive Committee, to the fullest extent permitted by law and provided for in said resolution or in the Bylaws of the Corporation, shall have and may exercise all of the powers of the Board in the management of the business and affairs of the Corporation, and shall have power to authorize the seal of the Corporation to be affixed to all papers that may require it.
ARTICLE X
Indemnification
A. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he is or was a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture or other enterprise against expenses (including attorney’s fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interest of the Corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent shall not of itself create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interest of the Corporation and with respect to any criminal action or proceeding had reasonable cause to believe that his conduct was unlawful.
7
B. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another Corporation, partnership, joint venture, trust or other enterprise against expenses (including attorney’s fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interest of the Corporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the court in which such action or suit was brought shall determine, upon application, that despite the adjudication of liability, but in the view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.
C. Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized herein.
D. The Corporation may purchase (upon resolution duly adopted by the board of directors) and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability.
E. To the extent that a director, officer, employee or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to herein or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.
F. Every such person shall be entitled, without demand by him upon the Corporation or any action by the Corporation, to enforce his right to such indemnity in an action at law against the Corporation. The right of indemnification and advancement of expenses hereinabove provided shall not be deemed exclusive of any rights to which any such person may now or hereafter be otherwise entitled and specifically, without limiting the generality of the foregoing, shall not be deemed exclusive of any rights pursuant to statute or otherwise, of any such person in any such action, suit or proceeding to have assessed or allowed in his favor against the Corporation or otherwise, his costs and expenses incurred therein or in connection therewith or any part thereof.
8
ARTICLE XI
Amendment Of Corporate Documents
A. Certificate of Incorporation
In addition to any affirmative vote required by applicable law and in addition to any vote of the holders of any series of Preferred Stock provided for or fixed pursuant to the provisions of Article IV, any alteration, amendment, repeal or rescission (a “Change”) of any provision of this Certificate of Incorporation must be approved by at least a majority of the then-authorized number of directors and by the affirmative vote of the holders of at least a majority of the combined voting power of the then-outstanding shares of Voting Stock, voting together as a single class. Subject to the provisions hereof, the Corporation reserves the right at any time, and from time to time, to amend, alter, repeal or rescind any provision contained in this Certificate of Incorporation in the manner now or hereafter prescribed by law, and other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted, in the manner now or hereafter prescribed by law; and all rights, preferences and privileges of whatsoever nature conferred upon stockholders, directors or any other persons whomsoever by and pursuant to this Certificate of Incorporation in its present form or as hereafter amended are granted subject to the rights reserved in this article.
B. Bylaws
In addition to any affirmative vote required by law, any Change of the Bylaws of the Corporation may be adopted either (i) by the Board by the affirmative vote of a least a majority of the then-authorized number of directors or (ii) by the stockholders by the affirmative vote of the holders of at least a majority of the combined voting power of the then-outstanding shares of Voting Stock, voting together as a single class.
ARTICLE XII
Definitions
For the purposes of this Certificate of Incorporation:
A. A “person” shall mean any individual, firm, corporation, partnership, limited liability company, trust, unincorporated organization or other entity.
B. “Voting Stock” means all outstanding shares of capital stock of the Corporation that pursuant to or in accordance with this Certificate of Incorporation are entitled to vote generally in the election of directors of the Corporation, and each reference herein, where appropriate, to a percentage or portion of shares of Voting Stock shall refer to such percentage or portion of the voting power of such shares entitled to vote.
9
IN WITNESS WHEREOF, this Restated Certificate of Incorporation has been duly executed by an authorized officer of the Corporation on the 12th day of September, 2012.
| Devon Energy Corporation | ||
| By: | ||
| Carla D. Brockman | ||
| Vice President Corporate Governance | ||
| And Secretary | ||
10
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 2/21/13 | |||
| For Period end: | 12/31/12 | 11-K, 11-K/A, ARS | ||
| 5/18/99 | ||||
| List all Filings | ||||