Morning. Welcome to the Devon Energy Corporation 2026 Annual Meeting of Stockholders. I would now like to turn the conference over to John Bethancourt. Please go ahead.
Good morning. Will the meeting please come to order? I'm John Bethancourt, Chair of Devon Energy Corporation's Board of Directors. On behalf of the company and the rest of the Board, I would like to welcome you to the special stockholders meeting. Thank you for joining us today. As you know, we are hosting this special meeting in a virtual-only format. Please note that this meeting is being recorded. We ask that no one attending via the web portal record this meeting. We will post a replay of this meeting on our website, devonenergy.com, following the meeting. First, I'm pleased to let you know that Clay Gaspar, President and Chief Executive Officer, is joining me for this meeting today. Clay has provided great leadership for Devon and has been instrumental in guiding the company in this transformational merger with Coterra Energy.
I would also like to introduce and welcome Phillip Allbritten from CT Hagberg LLC, who is acting on behalf of Broadridge Financial Services. The company has appointed Mr. Allbritten to act as Inspector of Election. Thank you for joining us. As many of you are aware, this meeting needs to be conducted with some formality and in conformity with Delaware General Corporation Law and Devon's charter and bylaws. You will also notice that the meeting website provides an agenda that lists the two proposals being considered at today's meeting, the rules regarding the conduct and procedures for the meeting, and the portal for submitting questions or comments. After the proposals to be voted on, upon in today's meeting have been presented, the polls will be open for voting on each of the proposals. There are a few formalities to cover before we get into the business of this meeting.
At this time, Chris Kirt, our Corporate Secretary, will report on the record date, quorum, notice, and matters to be considered at today's special meeting. Chris?
Thank you, John. Mr. Allbritten will tabulate the ballots cast and will certify the votes taken at this meeting. On March 27, 2026, the record date of this meeting, there were 621,440,299 shares of common stock of Devon Energy Corporation outstanding and entitled to vote. Broadridge has delivered the oath of the inspector to us and informed the company that approximately 76% of the company's issued and outstanding stock entitled to vote is represented in person or by proxy at this meeting. Thus, we confirm that a quorum is present today. Notice of this meeting was duly given in accordance with the company's bylaws and Delaware law. Toppan Merrill and Broadridge have delivered an affidavit certifying that the notice of this meeting and the related proxy soliciting materials were sent to each stockholder of record.
The voting results of today's meeting will be disclosed in a Form 8-K that will be filed with the SEC. With that, John, you may continue with the business of the meeting.
Thank you, Chris. With the proxy solicitation materials having been duly circulated and a quorum being present, I declare this meeting as properly and lawfully convened and ready for the transaction of business. Now we'll present the proposals to be voted upon. Please note that we will give stockholders an opportunity to ask questions or make comments on the proposal after both proposals have been presented. The first proposal is the approval of the issuance of shares of Devon Energy Corporation common stock to Coterra Energy Inc. stockholders in connection with the merger of Devon and Coterra as contemplated by the merger agreement entered into by the companies and as more fully described in the proxy statement.
The second proposal is the approval of the adoption of an amendment of Devon's restated certificate of incorporation to increase the number of authorized shares of Devon common stock from 1 billion to 2 billion in connection with the merger of Devon and Coterra Energy as contemplated by the merger agreement entered into by the companies and is more fully described in the proxy statement. If any stockholder would like to ask a question or comment on either of the proposals, please submit your questions or comments through the meeting website at this time.
We do have some questions in the portal. Clay will be glad to answer those. The three questions I'll refer to. One inquires about when the acquisition is anticipated to close after this meeting. There are a couple that wonder about what may be hurdles relating to closing the transaction. Clay, if you'd like to address those.
Yeah. Thanks for the summary, Chris. It's incredibly excited to be at this point. We have run the normal gauntlet of regulatory filings and due process. At this point, the meeting today kind of concludes that work. We feel very confident in our ability to close within the three days prescribed by the merger agreement. Our current expectation is that we will close on the 7th. There doesn't appear to be any outstanding issues that would get in the way of that. Really excited to get to this point. Once again, I wanna thank the organization, the shareholders for their confidence and their overwhelming support, and we're really excited about the setup for this and the incredible company that we've built going forward.
Thanks, Clay. Thanks for the questions. John, you are welcome to proceed on voting on the two proposals that have been presented.
I'd like to remind those in attendance that approval of the stock issuance proposal requires the affirmative vote of holders of the majority of shares of Devon common stock present in person or presented by proxy at this meeting and entitled to vote on such proposal. Under the Devon bylaws, virtual attendance at the special meeting constitutes presence in-person for purposes of the vote required. Approval of the authorized share charter amendment proposal requires the affirmative vote of holders of a majority of the outstanding shares of Devon common stock entitled to vote on the proposal. Any stockholder who has yet to vote or who wishes to change their vote may do so now by clicking on the voting button on the meeting website and following the instructions there.
I would like to remind you that if you've already voted by internet or telephone or by mailing your proxy card, the designated proxies will vote your shares as you directed, and there is no need to vote today via the web portal. The majority of our stockholders have voted by proxy and are not virtually present here today. The polls are open for voting on the two proposals I have read. If you wish to vote or change your vote, please do so now. We will close the polls momentarily. Now that everyone has had the opportunity to vote, I now declare the polls closed for the special stockholders meeting. Would the inspector of the election, Mr. Allbritten, please report the preliminary voting results on the two proposals.
Yes. Thank you, John. With respect to the first proposal, the tabulation of the ballots confirms that at least 98% of all voted shares has been cast for the issuance of shares of Devon Energy Corporation common stock to Coterra Energy Inc. stockholders in connection with the merger of Devon and Coterra. With respect to the second proposal, the tabulation of the ballots confirms that at least 75% of all outstanding shares has been cast for the adoption of an amendment of Devon's restated certificate of incorporation to increase the number of authorized shares of Devon common stock from 1 billion to 2 billion shares in connection with the merger of Devon and Coterra. A majority of the shares of Devon common stock present in person or represented by proxy at this meeting have voted in favor of the first proposal.
A majority of the outstanding shares of Devon common stock have voted in favor of the second proposal. The two proposals have been approved.
Thank you for the confirmation of the voting on those two proposals, Mr. Allbritten. This concludes the meeting. Mr. Allbritten will certify the voting results for each item of business and will file his certificate with the Corporate Secretary. Before we sign off, I wanna thank you for your support. I know I speak for the Coterra Board Chair and CEO, Tom Jorden, when I say that we are excited about this transformational transaction with Coterra. With that, the meeting is hereby adjourned.