Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Change-in-control agreement for Executive Chairman and former CEO modified to
eliminate tax gross-up provision
Coterra Energy Inc. (the "Company" or "Coterra") and Dan O. Dinges are party to
a change-in-control agreement, as previously amended, and an employment letter
agreement, each previously disclosed in the Company's definitive joint proxy
statement/prospectus filed with the Securities and Exchange Commission on
August 23, 2021. In response to the recommendation by a proxy advisory firm to
vote against our 2022 say-on-pay proposal and the shareholder vote on executive
compensation at the 2022 annual meeting of shareholders, and shareholder
outreach, on December 27, 2022, the Company and Mr. Dinges entered into an
amendment to his change-in-control agreement and employment letter agreement
with the Company to eliminate the excise tax gross-up provision of the
agreement. As consideration, the amendment provides that the change-in-control
severance payment due to Mr. Dinges as a result of the termination of his
employment as Executive Chairman on December 31, 2022 would accrue interest for
the period from termination on December 31, 2022 until paid on or about July 24,
2023 based on the 6-month Treasury Bill rate posted to the Daily Treasury Par
Yield Curve Rates section of the U.S. Department of the Treasury's website on
December 31, 2022.
The foregoing description of the amendment and the actions contemplated thereby
is not complete and is subject to and qualified in its entirety by reference to
the full text of the amendment, a copy of which is filed as Exhibit 10.1 to this
Current Report on Form 8-K and the terms of which are incorporated into this
Item 5.02 by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number Description
10.1 Amendment to Change In Control Agreement and Employment Letter
Agreement dated December 27, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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