On May 19, 2009, the Company's stockholders approved the XTO Energy Inc. Executive Incentive Compensation Plan (the "Plan") at the 2009 Annual Meeting of Stockholders. The description of the Plan set forth in the Company's definitive proxy statement filed with the Securities and Exchange Commission on April 17, 2009 is incorporated herein by reference in response to this Item.

On May 19, 2009, the Company's stockholders also approved and adopted an amendment to the Company's Bylaws to provide for the annual election of all directors. The amendment provides that the Board of Directors will be declassified in stages over a two-year period. The Board will cease to be classified, and all directors will be elected annually, commencing with the election of directors at the annual meeting of stockholders to be held in 2011. The description of the amendment set forth in the Company's definitive proxy statement filed with the Securities and Exchange Commission on April 17, 2009 is incorporated herein by reference in response to this Item.

On May 19, 2009, the Board of Directors approved Amended and Restated Bylaws of the Company as of May 19, 2009, reflecting the amendment approved by the stockholders at the annual meeting. A copy of the Amended and Restated Bylaws of XTO Energy Inc., as of May 19, 2009, is filed as Exhibit 3.1 to this Current Report on Form 8-K.

The 2009 Annual Meeting of Stockholders of the Company was held on May 19, 2009. A total of 477,689,932 of the Company's shares of common stock were present in person or represented by proxy at the meeting. This represented 82.40% of the Company's outstanding shares at March 31, 2009, the record date for the meeting.

The stockholders approved the amendment to the Company's Bylaws with the affirmative vote of 99.45% of the shares entitled to vote, present in person or represented by proxy at the meeting. There were 475,045,441 votes for, 2,327,049 votes against and 317,441 votes abstaining on this matter.

The individuals listed below were elected as Class B directors to serve a two-year term based on the following tabulations:

           Name                          For         Against      Abstain
           Phillip R. Kevil          458,744,242    18,343,902     601,788
           Herbert D. Simons         312,309,895   162,596,943   2,783,093
           Vaughn O. Vennerberg II   453,551,398    23,622,624     515,909

Other directors continuing in office are William H. Adams III, Lane G. Collins, Keith A. Hutton, Jack P. Randall, Scott G. Sherman and Bob R. Simpson. Louis G. Baldwin, Timothy L. Petrus and Gary D. Simpson continue to serve as non-voting advisory directors.

The stockholders approved the XTO Energy Inc. 2009 Executive Incentive Compensation Plan with the affirmative vote of 92.90% of the shares entitled to vote, present in person or represented by proxy at the meeting. There were 443,729,175 votes for, 31,708,802 votes against and 2,251,955 votes abstaining on this matter.

The stockholders approved a stockholder proposal concerning a stockholder advisory vote on executive compensation with the affirmative vote of 51.06% of the shares entitled to vote, present in person or represented by proxy at the meeting. There were 216,630,644 votes for, 204,359,057 votes against and 3,278,821 votes abstaining on this matter.

The stockholders did not approve a stockholder proposal concerning stockholder approval of executive benefits payable upon death with the proposal receiving the affirmative vote of 49.29% of the shares entitled to vote, present in person or represented by proxy at the meeting. There were 209,117,584 votes for, 205,281,386 votes against and 9,869,552 votes abstaining on this matter.

(d) Exhibits:

The following exhibit is filed with this Form 8-K:

Exhibit No. Description
3.1 Amended and Restated Bylaws of XTO Energy Inc. as of May 19, 2009