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
Exhibit 99.1
Coterra Energy Announces Election of Chairman and Lead Independent Director
Houston, Nov. 2, 2022 /PRNewswire) – Coterra Energy Inc. (the “Company” or “Coterra”) (NYSE: CTRA) announced today that the Company’s Board of Directors appointed Thomas E. Jorden, its President and Chief Executive Officer, as Chairman of the Board effective January 1, 2023, succeeding Dan O. Dinges, as Executive Chairman 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 as Chair of the Executive Committee. The Board also appointed Robert Boswell to succeed Lisa Stewart as Lead Independent Director effective January 1, 2023.
“I want to express my appreciation to the Board, to the management team and to all of our employees for their collective efforts this past year in setting Coterra on the path to success,” said Dan Dinges, Executive Chairman. “I am grateful for the experience. I know under Tom’s leadership the Company will continue to be an industry leader.”
“I want to thank Dan for his leadership and compliment him on building a great organization with premier assets over the last two decades,” said Thomas Jorden, President and CEO. “I am also looking forward to working closely with Bob as Lead Independent Director, drawing on his boardroom and upstream oil and gas experience to move Coterra forward.”
Mr. Dinges served as Chairman, Chief Executive Officer and President from May 2002 until the completion of the merger with Cimarex on October 1, 2021, bringing decades of executive management experience in the oil and gas exploration and production business and a deep knowledge of operations. He also oversaw an era of tremendous growth for the Company. Mr. Dinges joined the Company in September 2001 as Chief Operating Officer and President after a successful 20-year career in various management positions with the predecessor to Noble Energy, Inc.
Mr. Jorden was appointed as Chief Executive Officer in October 2021 in connection with the consummation of the merger with Cimarex. At Cimarex, he began serving as Executive Vice President of Exploration when the company was formed in 2002. In 2011, he became Chief Executive Officer and President of Cimarex and then Chairman of the Board in 2012. Prior to the formation of Cimarex, Mr. Jorden held multiple leadership roles at Key Production Company, Inc., Cimarex’s predecessor. He joined Key in 1993 as Chief Geophysicist and went on to become Executive Vice President of Exploration.
Mr. Boswell has served as a director of Coterra since 2015 and currently serves on the Executive, Audit, and Environment, Health & Safety Committees of the Board. He currently serves as the Chairman of the Board and Chief Executive Officer of Laramie Energy LLC, an exploration and production company operating in the Piceance Basin of Colorado.
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 producer, delivering returns with a commitment to sustainability leadership. Learn more about us at www.coterra.com.