Form 8-K Coterra Energy Inc. For: Aug 12
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities
Exchange Act of 1934
Date of Report (date of earliest event reported):
(Exact name of registrant as specified in its charter)
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(Commission File Number) | (I.R.S. Employer Identification No.) |
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Registrant's telephone number, including area
code: (
| 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 | ||
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 Named Executive Officers
On August 12, 2022, Steven W. Lindeman, Senior Vice President, Production and Operations, and Phillip L. Stalnaker, Senior Vice President, Marcellus Business Unit, submitted their written notice to Coterra Energy Inc. (the “Company”) of their respective retirements effective September 30, 2022. Messrs. Lindeman and Stalnaker are named executive officers of the Company.
A copy of the Company’s press release concerning Messrs. Stalnaker and Lindeman’s retirements is attached to this Current Report on Form 8-K as Exhibit 99.1.
| Item 7.01 | Regulation FD Disclosure. |
On August 16, 2022, the Company issued a press release announcing the retirement of Steven W. Lindeman, Senior Vice President, Production and Operations, and Phillip L. Stalnaker, Senior Vice President, Marcellus Business Unit, effective September 30, 2022, as described in Item 5.02 above. Messrs. Lindeman and Stalnaker are named executive officers of the Company. The August 16, 2022 press release also announced the following:
| · | The promotion of Blake A. Sirgo to Senior Vice President—Operations effective October 1, 2022. |
| · | The promotion of Gary Hlavinka to Vice President—Marcellus Business Unit |
| · | The promotion of Adam Vela as Vice President—General Counsel effective as of October 1, 2022. At that time, Francis B. Barron, the current Senior Vice President—General Counsel, will serve as Senior Counsel until his retirement from the Company, which is anticipated to occur in the first quarter of 2023. |
A copy of the press release 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 August 16, 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/ Francis B. Barron | |
| Francis B. Barron | ||
| Senior Vice President—General Counsel | ||
Date: August 16, 2022
Exhibit 99.1
Coterra Energy Announces Management Changes
08/16/2022
HOUSTON, August 16, 2022 /PRNewswire/ -- Coterra Energy Inc. (NYSE: CTRA) (“Coterra” or the “Company”) today announced current and pending retirements of three executive officers of the Company, along with the promotions of three individuals into executive leadership roles. Effective September 30, 2022, Steven W. Lindeman, Senior Vice President – Production and Operations, and Phillip L. Stalnaker, Senior Vice President – Marcellus Business Unit, will be retiring from their roles. Francis B. Barron, Senior Vice President and General Counsel has also indicated his intention to retire in the first quarter of 2023 and will transition out of his current role also effective September 30, 2022.
Mr. Lindeman spent his entire 40-year professional career with the Company. His career path took him from field operations in Pennsylvania, Texas and Oklahoma to leadership roles over Engineering, Business Units, EHS and Operations. Mr. Stalnaker spent the final 22 years of his career with the Company, beginning in 2000 in Denver and then, in 2009, moving to Pittsburgh to oversee development in the Marcellus. Mr. Stalnaker led the Marcellus Business Unit from its start-up with 30 Mmcf per day of production to its peak of over 3.0 Bcf per day of production.
Tom Jorden, Chief Executive Officer and President shared, “I want to thank both Steve and Phil for their tremendous contributions to the success of our overall organization and the integration of the two businesses in our recent merger.” Dan Dinges, Executive Chairman of the Board added, “Their technical acumen and thoughtful nature have been instrumental on many fronts during their lengthy tenures in the organization. They have had a lasting impact on the success of Coterra and we wish them both the very best in retirement.”
Mr. Barron has been leading the Coterra legal department as Senior Vice President and General Counsel since the closing of the merger with Cimarex Energy Co., where Mr. Barron served in the same role since 2013. “Mr. Barron brought a thoughtful, strategic approach to his legal advice as well as offering sound business advice to both organizations. I want to personally thank Francis for being my partner and confidant for nearly the last decade,” commented Mr. Jorden. “I also want to acknowledge Francis’s tremendous contribution and leadership to the merger and helping to build Coterra for the future.” Mr. Barron will serve as Senior Counsel from October 1, 2022 until his retirement.
Blake Sirgo has been promoted to Senior Vice President – Operations effective October 1, 2022, replacing Mr. Lindeman. Mr. Sirgo has been with the Company since 2008, most recently serving as Vice President – Operations. In his new role he will be responsible for Environmental, Health and Safety (EHS), Marketing, Production, and aspects of Operations. Mr. Sirgo is a graduate of The University of Texas with a petroleum engineering degree.
Gary Hlavinka has been promoted to Vice President, Marcellus Business Unit, to replace Mr. Stalnaker. Mr. Hlavinka has a 33-year career with Company, the last 13 of which were served in the Marcellus Business Unit, most recently as Operations Manager. In that role Hlavinka was in charge of Engineering, Production and the day-to-day relationship with the Williams Companies, which gathers Coterra’s natural gas in the Marcellus. Mr. Hlavinka is a graduate of Texas A&M University with a chemical engineering degree.
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Additionally, Adam Vela has been promoted to Vice President – General Counsel effective October 1, 2022, replacing Mr. Barron. Mr. Vela has a 17-year career with the Company and has previously served as Assistant General Counsel primarily responsible for litigation and advising business units on legal matters related to operations, leasing, royalties, safety and other matters. Mr. Vela is a graduate of Wabash College in Crawfordsville, Indiana and received his Juris Doctorate from the University of Denver.
“It is with great pride that these three promotions are announced”, stated Mr. Jorden. “I am always pleased when we have the opportunity to promote key leaders from within Coterra into larger, more visible roles and I have the utmost confidence they will serve Coterra well in their new roles.”
This press release contains forward-looking statements that are based on the estimates and opinions of management at the time the statements are made. Except to the extent required by applicable law, Coterra does not undertake any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.
Investor Contact
Daniel Guffey - Vice President of Finance, Planning & Analysis and Investor Relations
281.589.4875
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