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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

 

Date of Report (date of earliest event reported): November 2, 2022

 

COTERRA ENERGY INC.

(Exact name of registrant as specified in its charter)

 

Delaware 1-10447 04-3072771
(State or other jurisdiction of
incorporation)
(Commission File Number) (I.R.S. Employer Identification No.)

 

Three Memorial City Plaza

840 Gessner Road, Suite 1400

Houston, Texas

77024
(Address of principal executive offices) (Zip Code)

 

Registrant's telephone number, including area code: (281) 589-4600 

 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2):
   
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, par value $0.10 per share   CTRA   New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

Departure of Named Executive Officer

 

On November 2, 2022, the Board of Directors of Coterra Energy Inc. (the “Company” or “Coterra”) appointed Thomas E. Jorden, its Chief Executive Officer and President and a director, as Chair of the Board effective January 1, 2023, succeeding Dan O. Dinges, Executive Chair, upon the expiration of his term on December 31, 2022 in accordance with the merger agreement between the Company and Cimarex Energy Co. (“Cimarex”). Mr. Dinges will remain a director and as Chair of the Executive Committee. The Board also appointed Robert Boswell, a director, to succeed Lisa Stewart, a director, as Lead Independent Director effective January 1, 2023.

 

Item 7.01   Regulation FD Disclosure.

 

The information set forth in Item 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 7.01.

 

A copy of the Company’s press release concerning the appointments described therein is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

 

In accordance with General Instruction B.2 of Form 8-K, the information under this Item 7.01 shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing.

 

Item 9.01   Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit Number Description
99.1 Press release issued by Coterra Energy Inc. dated November 2, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  COTERRA ENERGY INC.
   
  By: /s/ Adam Vela
    Adam Vela
    Vice President—General Counsel

 

Date: November 4, 2022