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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): February 19, 2025
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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.10 per shareCTRANew 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.

(b)    On February 19, 2025, Dan O. Dinges informed the Board of Directors (the “Board”) of Coterra Energy Inc. (the “Company”) of his decision to retire from the Board at the end of his current term and not stand for re-election as a director at the Company’s 2025 annual meeting of stockholders (the “2025 Annual Meeting”). Mr. Dinges’s current term will expire at the 2025 Annual Meeting. Mr. Dinges will continue to serve as a director and as Chair of the Executive Committee of the Board until the 2025 Annual Meeting. Mr. Dinges’s decision to retire and not stand for re-election was not the result of any disagreement with the Company on any matter relating to the operations, policies or practices of the Company.

Also on February 19, 2025, Robert S. Boswell informed the Board of his decision to retire from the Board at the end of his current term and not stand for re-election as a director at the 2025 Annual Meeting. Mr. Boswell’s current term will expire at the 2025 Annual Meeting. Mr. Boswell will continue to serve as a director, as Lead Independent Director, and as a member of the Audit Committee and the Environment, Health & Safety Committee of the Board until the 2025 Annual Meeting. Mr. Boswell’s decision to retire and not stand for re-election was not the result of any disagreement with the Company on any matter relating to the operations, policies or practices of the Company.


Item 7.01. Regulation FD Disclosure.

The information set forth in Item 5.02(b) 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 announcing Mr. Dinges’s and Mr. Boswell’s intention to retire from the Board 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.
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Item 9.01.                                           Financial Statements and Exhibits.
(d)                                 Exhibits 
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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/ Marcus G. Bolinder
  Marcus G. Bolinder
  Corporate Secretary
Date: February 24, 2025


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EXHIBIT 99.1
image_0.jpg
Dan O. Dinges and Robert S. Boswell to Retire from Coterra Energy Board of Directors
Coterra Energy Inc. (“Coterra” or the “Company”) (NYSE: CTRA) today announced that Dan O. Dinges and Robert S. Boswell plan to retire from the Board of Directors at the end of their current term and not stand for re-election at Coterra’s 2025 annual meeting of stockholders.
Mr. Dinges served as Chairman, President, and Chief Executive Officer of Cabot Oil & Gas for 20 years, with nearly 40 total years of executive management experience in the oil and gas exploration and production business. After the formation of Coterra, Dinges remained Executive Chairman until December 2022 before serving another two years as a Director. He brought significant value to our Board with his institutional knowledge of the predecessor entity, as well as a broader corporate governance and strategy perspective from his service on other boards, across various industries.
Mr. Boswell served as Chairman and Chief Executive Officer of several private and public exploration and production companies over the past 40 years. He has served as a Director on the Board of Coterra, and its predecessor, since 2015. Mr. Boswell brought deep management and operating experience as an executive in the upstream oil and gas industry and an extensive technical understanding of the development of oil and gas reserves, as well as substantial financial expertise, to the Company’s Board.
Tom Jorden, Chairman, Chief Executive Officer, and President commented, “Dan Dinges’ visionary leadership in building Cabot will remain one of the landmark stories of the shale era and made the foundation of Coterra possible. His voice of experience and wisdom has been instrumental in our early years, and we express our deepest thanks for his service to our Board and to the formation of our company. Bob Boswell defines the words professional and gracious, and his technical expertise and organizational experience have been deeply helpful to our Board and to our team. We wish both Dan and Bob the best. Their impact has made Coterra stronger and more resilient.”

About Coterra Energy
Coterra is a premier exploration and production company based in Houston, Texas with focused operations in the Permian Basin, Marcellus Shale and Anadarko Basin. We strive to be a leading energy producer, delivering sustainable returns through the efficient and responsible development of our diversified asset base. Learn more about us at www.coterra.com.

Investor Contact
Daniel Guffey – Vice President of Finance, IR, and Treasury
281.589.4875
Hannah Stuckey – Investor Relations Manager
281.589.4983



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Cover Page
Feb. 19, 2025
Cover [Abstract]  
Document Type 8-K
Document Period End Date Feb. 19, 2025
Entity Registrant Name COTERRA ENERGY INC.
Entity Incorporation, State or Country Code DE
Entity File Number 1-10447
Entity Tax Identification Number 04-3072771
Entity Address, Address Line One Three Memorial City Plaza
Entity Address, Address Line Two 840 Gessner Road, Suite 1400
Entity Address, City or Town Houston
Entity Address, State or Province TX
Entity Address, Postal Zip Code 77024
City Area Code 281
Local Phone Number 589-4600
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Central Index Key 0000858470
Title of 12(b) Security Common Stock, par value $0.10 per share
Trading Symbol CTRA
Security Exchange Name NYSE
Entity Emerging Growth Company false
Amendment Flag false
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