Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On Thursday, May 4, 2023, Coterra Energy Inc. (the "Company") held its 2023 annual meeting of shareholders (the "Annual Meeting"). At the Annual Meeting, the Company's shareholders approved the Coterra Energy Inc. 2023 Equity Incentive Plan (the "2023 Plan"), which replaces the existing Cabot Oil & Gas Corporation 2014 Incentive Plan and the Cimarex Energy Inc. 2019 Equity Incentive Plan. Employees, officers, directors and consultants selected by the Compensation Committee of the Company's Board of Directors are eligible to participate in the 2023 Plan, including the Company's principal executive officer, principal financial officer and other named executive officers. The 2023 Plan includes a reserve of 22,950,000 shares of the Company's common stock, par value $0.10, that may be issued pursuant to awards under the 2023 Plan. Awards under the 2023 Plan may be made in the form of, among other things, stock options, stock appreciation rights, restricted stock, restricted stock units, performance stock units and cash awards. The 2023 Plan was approved by the Company's Board of Directors on February 21, 2023, subject to shareholder approval.

The principal features of the 2023 Plan are described in detail under "Proposal 5 To Approve the Coterra Energy Inc. 2023 Equity Incentive Plan" of the Company's Definitive Proxy Statement on Schedule 14A for the Annual Meeting filed by the Company with the Securities and Exchange Commission on March 20, 2023 (the "2023 Proxy Statement"), and is incorporated by reference into this Item 5.02 of this Current Report on Form 8-K. The full text of the 2023 Plan is attached as Appendix A to the 2023 Proxy Statement and as exhibit 10.1 to this Current Report on Form 8-K. The foregoing summary does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the 2023 Plan attached as exhibit 10.1, which is incorporated by reference into this Item 5.02 of this Current Report on Form 8-K.

Item 5.07. Submission of Matters to a Vote of Security Holders.

At the Annual Meeting, the Company's shareholders voted on the proposals described in more detail in the 2023 Proxy Statement. The certified voting results for each proposal are set forth below.

Proposal 1: The Company's shareholders elected each of the following persons as directors to serve until the expiration of his or her term in 2024:


                                                                                  BROKER
                           FOR              AGAINST            ABSTAIN           NON-VOTES
THOMAS E. JORDEN      627,723,910         9,369,677          521,828           57,819,900
ROBERT S. BOSWELL     630,863,055         6,095,886          656,478           57,819,896
DOROTHY M. ABLES      623,887,470        13,077,823          650,123           57,819,899
AMANDA M. BROCK       573,100,515        63,884,797          630,103           57,819,900
DAN O. DINGES         631,728,558         5,365,148          521,711           57,819,898
PAUL N. ECKLEY        622,264,659        14,449,524          901,233           57,819,899
HANS HELMERICH        632,705,377         4,234,427          675,611           57,819,900
LISA A. STEWART       628,467,925         8,235,481          912,010           57,819,899
FRANCES M. VALLEJO    621,200,901        15,775,721          638,795           57,819,898
MARCUS A. WATTS       615,310,305        21,654,906          650,208           57,819,896

Proposal 2: The Company's shareholders ratified the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Company for the 2023 fiscal year:


     FOR            AGAINST          ABSTAIN

 663,129,961       31,515,547      789,807

Proposal 3: The Company's shareholders approved, in a non-binding advisory vote, the compensation of the Company's named executive officers as disclosed in the 2023 Proxy Statement:


     FOR            AGAINST           ABSTAIN          BROKER NON-VOTES

 612,826,209       23,592,636      1,196,571              57,819,899

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Proposal 4: The Company's shareholders voted, on a non-binding advisory basis, to hold the non-binding advisory vote on executive compensation every year:



    1 YEAR          2 YEARS           3 YEARS           ABSTAIN        BROKER NON-VOTES

 622,199,572       1,026,206       13,565,218           824,414        57,819,905

In light of the results of such advisory vote and consistent with past practice and the recommendation of the Company's Board of Directors with respect to such vote, the Company will continue to conduct an advisory vote to approve the compensation of the Company's named executive officers every year until the next required vote on the frequency of such advisory vote to approve executive compensation.

Proposal 5: The Company's shareholders approved the 2023 Plan:


     FOR            AGAINST          ABSTAIN         BROKER NON-VOTES

 608,199,080       28,618,687      797,645           57,819,903

Proposal 6: The Company's shareholders approved a shareholder proposal regarding a report on reliability of methane emission disclosures:


     FOR             AGAINST            ABSTAIN           BROKER NON-VOTES

 439,387,233       151,398,416       46,829,763           57,819,903

Proposal 7: The Company's shareholders did not approve a shareholder proposal regarding a report on corporate climate lobbying:


     FOR             AGAINST           ABSTAIN          BROKER NON-VOTES

 233,268,809       400,470,621      3,875,982           57,819,903


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Item 9.01                      Financial Statements and Exhibits.

(d)                 Exhibits

  10.1      Coterra Energy Inc. 2023 Equity Incentive Plan

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)




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