Current Report Filing (8-k)
05 November 2022 - 7:06AM
Edgar (US Regulatory)
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2022-11-02
2022-11-02
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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
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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): |
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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 |
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Trading Symbol(s) |
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Name of each exchange
on which registered |
Common Stock, par value $0.10 per share |
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CTRA |
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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
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.
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COTERRA ENERGY INC. |
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By: |
/s/ Adam Vela |
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Adam Vela |
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Vice President—General Counsel |
Date: November 4, 2022
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