Item 5.07 Submission of Matters to a Vote of Security Holders.

On December 30, 2020, WPX Energy, Inc., a Delaware corporation ("WPX" or the "Company") held a special meeting of the Company's stockholders (the "Special Meeting") virtually at 9:30 a.m. Central Time. At the Special Meeting, the Company's stockholders voted on and approved (a) a proposal (the "Merger Proposal") to adopt the Agreement and Plan of Merger, dated as of September 26, 2020 (the "Merger Agreement"), by and among WPX, Devon Energy Corporation, a Delaware corporation ("Devon"), and East Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Devon, and (b) a proposal (the "Compensation Advisory Proposal") to approve, on a non-binding advisory basis, the compensation that may be paid or become payable to the Company's named executive officers that is based on or otherwise relates to the merger. The Proxy Statement also contained a proposal to approve the adjournment of the Special Meeting to solicit additional proxies if there were not sufficient votes at the time of the Special Meeting to approve the Merger Proposal or to ensure that any supplement or amendment to the Proxy Statement was timely provided to the Company's stockholders (the "Adjournment Proposal") Prior to the Special Meeting, the Company delivered a definitive joint proxy statement/prospectus (the "Proxy Statement") to its stockholders describing the Special Meeting, the Merger Proposal, the Compensation Advisory Proposal, the Adjournment Proposal and the merger and related information. The Proxy Statement was filed with the U.S. Securities and Exchange Commission on November 24, 2020.

At the Special Meeting, the Merger Proposal was approved by the affirmative vote of the holders of a majority of the outstanding shares of the Company's common stock entitled to vote on the proposal. The Compensation Advisory Proposal was approved, on an advisory basis, by the affirmative vote of the holders of a majority of the shares of the Company's common stock entitled to vote thereon and present in person or represented by proxy at the Special Meeting. The Adjournment Proposal was approved by the affirmative vote of the holders of a majority of the Company's common stock entitled to vote thereon and present in person or represented by proxy at the Special Meeting

As disclosed in the Proxy Statement, as of the close of business on November 4, 2020, the record date for the Special Meeting, there were 561,040,585 shares of the Company's common stock, par value $0.01 per share, ("Company common stock"), outstanding and entitled to vote. 488,350,711 shares of Company common stock were represented in person or by proxy at the Special Meeting, which constituted a quorum to conduct business at the meeting. The following are the final voting results on the Merger Proposal, the Compensation Advisory Proposal and the Adjournment Proposal, each of which is more fully described in the Proxy Statement.

Merger Proposal: The number of shared voted for or against, as well as abstentions and broker-non votes, if applicable, with respect to the Merger Proposal at the Special Meeting was:





 Votes For    Votes Against   Abstentions   Broker Non-Votes
486,854,184      797,646        698,881            0

Compensation Advisory Proposal: The number of shared voted for or against, as well as abstentions and broker-non votes, if applicable, with respect to the Compensation Advisory Proposal at the Special Meeting was:





 Votes For    Votes Against   Abstentions   Broker Non-Votes
470,510,994    16,555,665      1,284,052           0

Adjournment Proposal: The number of shared voted for or against, as well as abstentions and broker-non votes, if applicable, with respect to the Adjournment Proposal at the Special Meeting was:





Votes For   Votes Against   Abstentions   Broker Non-Votes

448,516,171 38,964,319 870,221 0




Item 8.01 Other Events.

With the approval of the Merger Proposal, the Company expects the closing of the merger to occur on January 7, 2020, subject to the satisfaction or waiver of the remaining conditions to close, each of which by their nature cannot be satisfied until the closing.

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