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Registrant’s telephone number, including area code: (i281) i589-4600
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):
i☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
i☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i☐ 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
iCommon Stock, par value $0.10 per share
iCTRA
iNew
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 i☐
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 5.07. Submission of Matters to a Vote of Security Holders.
At the 2024 annual meeting of stockholders held on May
1, 2024, the stockholders of Coterra Energy Inc. (the “Company”) voted on the proposals described in more detail in the 2024 proxy statement. The certified voting results for each proposal are set forth below.
Proposal 1:The Company’s stockholders elected each of the following persons as directors to serve until the expiration of his or her term in 2025:
FOR
AGAINST
ABSTAIN
BROKER NON-VOTES
DOROTHY
M. ABLES
599,566,106
11,605,533
371,168
63,848,552
ROBERT S. BOSWELL
601,799,017
9,393,234
350,564
63,848,544
AMANDA M. BROCK
605,234,871
5,775,811
532,128
63,848,549
DAN
O. DINGES
606,481,406
4,525,629
535,775
63,848,549
PAUL N. ECKLEY
590,898,983
20,066,972
576,855
63,848,549
HANS HELMERICH
605,499,717
5,695,450
347,643
63,848,549
THOMAS
E. JORDEN
596,239,489
14,964,980
338,339
63,848,551
LISA A. STEWART
538,552,809
69,557,724
3,432,275
63,848,551
FRANCES M. VALLEJO
600,365,750
10,827,590
349,471
63,848,548
MARCUS
A. WATTS
600,161,208
10,850,198
531,409
63,848,544
Proposal 2:The Company’s stockholders approved the amendment and restatement the Restated Certificate of Incorporation of Coterra Energy Inc. to provide for exculpation of certain officers of the
Company as permitted by amendments to Delaware law and to make certain non-substantive updates:
FOR
AGAINST
ABSTAIN
BROKER NON-VOTES
547,480,781
63,323,118
738,905
63,848,555
Proposal
3:The Company’s stockholders approved, in a non-binding advisory vote, the compensation of the Company’s named executive officers as disclosed in the 2024 proxy statement:
FOR
AGAINST
ABSTAIN
BROKER
NON-VOTES
577,536,844
33,212,582
793,379
63,848,554
Proposal 4:The Company’s stockholders ratified the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the
Company for the 2024 fiscal year:
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
3
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.
