DEVON ENERGY CORP/DE - DEF 14A - 20140422 - SECURITY_OWNERS
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Security Ownership of Certain Beneficial Owners
To the best of our knowledge,
no person beneficially owned more than 5% of our common stock at the close of business on March 31, 2014, except as set forth below:
Common Stock
Name and Address of Beneficial Owner
Amount and Nature of
Beneficial Ownership
Percent of
Class
BlackRock, Inc.
40 East 52
nd
Street
New York, NY 10022
23,186,338
1
5.7
%
Jeffrey Todd Mitchell
24 Waterway Avenue, Suite 300
The Woodlands, Texas 77380
21,885,850
2,3
5.4
%
Michael Kent Mitchell
24 Waterway Avenue, Suite 300
The Woodlands, Texas 77380
21,823,798
2,4
5.4
%
Meredith L. Dreiss
24 Waterway Avenue, Suite 300
The Woodlands, Texas 77380
21,910,984
2,5
5.4
%
1
Pursuant to a Schedule 13G/A filed with the SEC on January 28, 2014, BlackRock, Inc. states that it has sole voting power as to 19,330,426 shares and sole
dispositive power as to 23,186,338 shares.
2
Pursuant to a Schedule 13D/A filed with the SEC on April 11, 2014 (the “Mitchells’ 13D/A”), Jeffrey Todd Mitchell, Michael Kent Mitchell, and
Meredith L. Dreiss (each, a “reporting person”) state that 21,815,034 shares are held by four trusts of which each reporting person serves as one of three co-trustees. Each reporting person has shared voting and dispositive power over
the shares held by each trust. Action on behalf of each trust may only be taken with the concurrence of at least two co-trustees.
3
Pursuant to the Mitchells’ 13D/A, Jeffrey Todd Mitchell states that he holds 70,816 shares as to which he has sole voting and dispositive power. This
holding is in addition to the holdings of the trusts described in footnote 2 above.
4
Pursuant to the Mitchells’ 13D/A, Michael Kent Mitchell states that he holds 8,764 shares as to which he has sole voting and dispositive power. This
holding is in addition to the holdings of the trusts described in footnote 2 above.
5
Pursuant to the Mitchells’ 13D/A, Meredith L. Dreiss states that she holds 95,950 shares as to which she has sole voting and dispositive power. This
holding is in addition to the holdings of the trusts described in footnote 2 above.
The following table sets forth as of March 31, 2014, the number and percentage of shares of our common stock beneficially owned by our named
executive officers, each of our Directors and by all our executive officers and Directors as a group. Unless otherwise noted, the persons named below have sole voting and/or investment power.
Common Stock
Name of Beneficial Owner
Amount and Nature of
Beneficial Ownership
1
Percent of
Class
J. Larry Nichols*
2,195,001
2
*
*
John Richels*
1,151,408
3
*
*
Darryl G. Smette
360,994
4
*
*
David A. Hager
269,124
5
*
*
Lyndon C. Taylor
251,540
6
*
*
Jeffrey A. Agosta
241,247
7
*
*
John A. Hill*
169,050
8
*
*
Michael M. Kanovsky*
152,113
9
*
*
Mary P. Ricciardello*
38,609
10
*
*
Robert A. Mosbacher, Jr.*
36,132
11
*
*
Duane C. Radtke*
29,061
12
*
*
Robert H. Henry*
19,161
13
*
*
Thomas L. Mitchell
17,050
14
*
*
Barbara M. Baumann*
1,942
15
*
*
John E. Bethancourt*
1,942
16
*
*
All of our Directors and executive officers as a group
Including those named above (15 persons)
5,524,194
17
1.35
%
*
Director
**
Less than 1%
1
Shares beneficially owned include shares of common stock and shares of common stock issuable within 60 days of March 31, 2014.
2
Includes 1,048,627 shares owned of record by Mr. Nichols, 93,566 shares owned indirectly by Mr. Nichols as Trustee of two family trusts in which he
shares voting and investment power, 157,248 shares owned by Mr. Nichols’ spouse, and 895,560 shares which are deemed beneficially owned pursuant to stock options held by Mr. Nichols.
3
Includes 528,023 shares owned of record by Mr. Richels, and 623,385 shares that are deemed beneficially owned pursuant to stock options held by
Mr. Richels.
4
Includes 26,219 shares owned of record by Mr. Smette, 129,660 shares owned indirectly by Mr. Smette through a trust in which he shares voting and
investment power, 2,635 shares owned by Mr. Smette’s spouse and 202,480 shares that are deemed beneficially owned pursuant to stock options held by Mr. Smette.
5
Includes 96,274 shares owned of record by Mr. Hager and 172,850 shares that are deemed beneficially owned pursuant to stock options held by
Mr. Hager.
6
Includes 25,578 shares owned of record by Mr. Taylor, 56,002 shares owned indirectly through a LLC in which he shares voting and investment power, 1,710
shares held in the Devon Energy Incentive Savings Plan and 168,250 shares that are deemed beneficially owned pursuant to stock options held by Mr. Taylor.
Includes 75,447 shares owned of record by Mr. Agosta and 165,800 shares that are deemed beneficially owned pursuant to stock options held by
Mr. Agosta.
8
Includes 36,272 shares owned of record by Mr. Hill, 18,478 shares owned by a partnership in which Mr. Hill shares voting and investment power,
93,300 shares owned indirectly by Mr. Hill through a trust in which he shares voting and investment power and 21,000 shares that are deemed beneficially owned pursuant to stock options held by Mr. Hill.
9
Includes 58,881 shares owned of record by Mr. Kanovsky, 72,232 shares held indirectly through a family owned entity in which Mr. Kanovsky shares
voting and investment power, and 21,000 shares that are deemed beneficially owned pursuant to stock options held by Mr. Kanovsky.
10
Includes 18,661 shares owned of record by Ms. Ricciardello, 148 shares held indirectly through a managed account in which Ms. Ricciardello shares
voting and investment power and 18,000 shares that are deemed beneficially owned pursuant to stock options held by Ms. Ricciardello.
11
Includes 24,132 shares owned of record by Mr. Mosbacher and 12,000 shares that are deemed beneficially owned pursuant to stock options held by
Mr. Mosbacher.
12
Includes 20,061 shares owned of record by Mr. Radtke and 9,000 shares that are deemed beneficially owned pursuant to stock options held by
Mr. Radtke.
13
Includes 10,161 shares owned of record by Mr. Henry and 9,000 shares that are deemed beneficially owned pursuant to stock options held by Mr. Henry.
14
Includes 17,050 shares owned of record by Mr. Mitchell.
15
Includes 1,942 shares owned of record by Ms. Baumann.
16
Includes 1,942 shares owned of record by Mr. Bethancourt.
17
Includes 2,700,255 shares that are deemed beneficially owned pursuant to stock options held by Directors and executive officers.
Section 16(a) of the Securities Exchange Act of 1934 requires that Devon’s Directors, executive officers, and 10% stockholders file with
the SEC reports concerning their ownership, and changes in their ownership, of Devon equity securities. Based solely upon a review of Forms 3, 4 and 5, and amendments thereto, furnished to us during and with respect to our most recently completed
fiscal year, and any written representations of reporting persons, we believe that all transactions by reporting persons during 2013 were reported on a timely basis.
INFORMATION ABOUT EXECUTIVE OFFICERS
Information
concerning our executive officers is set forth below. Information concerning John Richels is set forth under the caption “Election of Directors—Director Nominees.”
David A. Hager, Chief Operating Officer
Mr. Hager, 57, was elected to the
position of Chief Operating Officer in June 2013, and has been with the Company since March 2009. He held the position of Executive Vice President Exploration and Production from 2009 until 2013. From 2007 until joining the Company as an executive
officer, Mr. Hager served as a member of the Board of Directors. Mr. Hager started in the oil and gas business as a geophysicist with Mobil Corp., and joined Sun Oil in 1981 and remained with the
company when it was renamed Oryx Energy. During his tenure at Oryx he managed new ventures and deepwater projects around the world. Oryx merged with Kerr-McGee in 1999 and while at Kerr-McGee,
Mr. Hager managed the company’s worldwide deepwater exploration and production operations then took over all of exploration and production in 2003. He later served as Kerr-McGee’s chief operating officer until it was acquired by
Anadarko Corp. in 2006.
Mr. Hager has a Bachelor’s degree in Geophysics from Purdue University and a Master’s degree in
Business Administration from Southern Methodist University.
R. Alan Marcum, Executive Vice President Administration
Mr. Marcum, 47, holds the position of Executive Vice President Administration, and has been with the Company since 1995. Prior to joining the
Company, Mr. Marcum was employed by KPMG Peat Marwick as a Senior Auditor. He holds a Bachelor’s degree from East Central University, majoring in Accounting and Finance. Mr. Marcum is a Certified Public Accountant and a member of the
Oklahoma Society of Certified Public Accountants.
Thomas L. Mitchell, Executive Vice President and Chief Financial Officer
Mr. Mitchell, 54, was named Executive Vice President and Chief Financial Officer effective February 17, 2014. He served as
Executive Vice President, Chief Financial Officer and a Director of Midstates Petroleum Company from 2011 until 2013. From 2006 until 2011, he served as Senior Vice President and Chief Financial Officer of Noble Corporation, a contract driller of
offshore oil and natural gas wells. He has a Bachelor of Science degree in accounting from Bob Jones University and is a certified public accountant (inactive) in the State of Colorado.
Frank W. Rudolph, Executive Vice President Human Resources
Mr. Rudolph,
57, holds the position of Executive Vice President Human Resources and has been with the Company since 2007. From 2000 until he joined Devon, Mr. Rudolph served as Vice President Human Resources for Banta Corporation, an international printing
and supply chain management company. Mr. Rudolph holds a Bachelor’s degree in Administration from Illinois State University and a Master’s degree in Industrial Relations and Management from Loyola University of Chicago.
Darryl G. Smette, Executive Vice President Marketing, Facilities, Pipeline and Supply Chain
Mr. Smette, 66, holds the position of Executive Vice President Marketing, Midstream and Supply Chain and has been with the Company since 1986.
His marketing background includes 15 years with Energy Reserves Group, Inc./BHP Petroleum (Americas), Inc. Mr. Smette serves on the Board of Directors of Panhandle Oil & Gas Inc. Mr. Smette also is an oil and gas industry
instructor approved by the University of Texas Department of Continuing Education. He is a member of the Oklahoma Independent Producers Association, Natural Gas Association of Oklahoma and the American Gas Association. Mr. Smette holds an
undergraduate degree from Minot State University and a Master’s degree from Wichita State University.
Lyndon C. Taylor,
Executive Vice President and General Counsel
Mr. Taylor, 55, holds the position of Executive Vice President and General Counsel
and has been with the Company since 2005. He served as Deputy General Counsel from the time he joined the Company in 2005 until 2007. Prior to joining Devon, Mr. Taylor was with Skadden, Arps, Slate, Meagher & Flom
LLP for 20 years, most recently as managing partner of the energy practice in Houston. He is admitted to practice law in Oklahoma and Texas. Mr. Taylor holds a Bachelor’s degree in
Industrial Engineering from Oklahoma State University and a Juris Doctorate degree from the University of Oklahoma.
Tony D. Vaughn,
Executive Vice President Exploration and Production
Mr. Vaughn, 56, holds the position of Executive Vice President of
Exploration and Production. Before joining Devon in 1999, Mr. Vaughn spent 12 years with Kerr-McGee Corporation, most recently as Manager of the Rocky Mountain District. Before joining Kerr-McGee, Mr. Vaughn worked as an operations
engineer for Amoco Production Company. He holds a Bachelor of Science degree in Petroleum Engineering from the University of Tulsa and a Bachelor of Science Degree in Business Management from Oral Roberts University. He is a member of the Society of
Petroleum Engineers.
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