S-8 1 d129382ds8.htm S-8

As filed with the Securities and Exchange Commission on December 20, 2024

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

CENOVUS ENERGY INC.

(Exact name of Registrant as specified in its charter)

Canada |  | 98-0642460
(State or other jurisdiction of incorporation or organization) |  | (IRS Employer Identification No.)

4100, 225 – 6 Avenue S.W.

Calgary, Alberta, Canada

T2P 1N2

Canada

Tel: 403-766-2000

(Address, including zip code, of Registrant’s principal executive offices)

Performance Share Unit Plan for Employees

Restricted Share Unit Plan for Employees

(Full title of the plans)

CT Corporation System

28 Liberty St.

New York, NY 10005

212-894-8940

(Telephone number, including area code, of agent for service)

COPIES TO:

Gary Molnar Cenovus Energy Inc. 4100, 225 6 Avenue S.W. Calgary, Alberta, Canada T2P 1N2 Canada Tel: 403-766-2000 |  | Christopher J. Cummings Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, NY 10019 Tel: 212-373-3434

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer |  | ☒ |  | Accelerated filer |  | ☐
Non-accelerated filer |  | ☐ |  | Smaller reporting company |  | ☐
|  |  |  | 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 7(a)(2)(B) of the Securities Act . ☐

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. | Plan Information.

The documents containing the information specified in Part I of Form S-8 will be sent or given to participants in each of the Performance Share Unit Plan for Employees and the Restricted Share Unit Plan for Employees (collectively, the “Plans”) of Cenovus Energy Inc. (the “Registrant”), as specified by Rule 428(b)(1) under the U.S. Securities Act of 1933, as amended (the “Securities Act”). In accordance with the rules and regulations of the U.S. Securities and Exchange Commission (the “Commission”) and the instructions to Form S-8, such documents are not being filed with the Commission, but each such document constitutes, along with the documents incorporated by reference into this Registration Statement, a prospectus that meets the requirements of Section 10(a) of the Securities Act.

Item 2. | Registrant Information and Employee Plan Annual Information.

The Registrant will furnish without charge to each person to whom a prospectus is delivered, upon the written or oral request of such person, a copy of any and all of the documents incorporated by reference in Item 3 of Part II of this Registration Statement, other than exhibits to such documents (unless such exhibits are specifically incorporated by reference to the information that is incorporated). Those documents are incorporated by reference in each Section 10(a) prospectus. The Registrant will also furnish without charge to any person to whom a prospectus is delivered, upon written or oral request, all other documents required to be delivered pursuant to Rule 428(b) under the Securities Act. Requests should be directed to the Corporate Secretary of Cenovus Energy Inc. at 4100, 225 6 Avenue S.W., Calgary, Alberta, Canada T2P 1N2, telephone: 403-766-2000.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. | Incorporation of Documents by Reference.

The following documents filed with or furnished to the Commission are incorporated herein by reference:

1. The Registrant’s annual report on Form 40-F filed with the Commission on February 15, 2024 (Commission File No. 001-34513).

2. The Registrant’s reports on Form 6-K furnished to the Commission on February 5, 2024, February 15, 2024, February 15, 2024, March 27, 2024, March 27, 2024, March 27, 2024, March 27, 2024 May 1, 2024, May 2, 2024, June 21, 2024, August 1, 2024, October 31, 2024, November 7, 2024, November 25, 2024 and December 12, 2024.

3. The description of the common shares set forth in the Registrant’s Registration Statement on Form F-10 filed pursuant to Section 12 of the Securities Exchange Act of 1934 (the “Exchange Act”), as amended, on November 3, 2023 (Commission File No. 333-275322), and any amendment or report filed for the purpose of updating such description.

All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be part thereof from the date of filing of such documents. Also, the Registrant may incorporate by reference its future reports on Form 6-K by stating in those Form 6-Ks that they are being incorporated by reference into this Registration Statement.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in this Registration Statement, or in any other subsequently filed document which also is or is deemed to be incorporated by reference in this Registration Statement, modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4. | Description of Securities.

Not Applicable.

Item 5. | Interests of Named Experts and Counsel.

Not Applicable.

Item 6. | Indemnification of Directors and Officers.

Under Section 124 of the Canada Business Corporations Act (the “CBCA”), the Registrant may indemnify a present or former director or officer of the Registrant or another individual who acts or acted at the Registrant’s request as a director or officer, or an individual acting in a similar capacity, of another entity, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the individual in respect of any civil, criminal, administrative, investigative or other proceeding in which the individual is involved because of that association with the Registrant or other entity. The Registrant may not indemnify an individual unless the individual acted honestly and in good faith with a view to the best interests of the Registrant, or, as the case may be, to the best interests of the other entity for which the individual acted as a director or officer or in a similar capacity at the Registrant’s request and in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the individual had reasonable grounds for believing that the individual’s conduct was lawful. The indemnification may be made in connection with a derivative action only with court approval. The aforementioned individuals are entitled to indemnification from the Registrant as a matter of

right if they were not judged by the court or other competent authority to have committed any fault or omitted to do anything that the individual ought to have done. The Registrant may advance moneys to a director, officer or other individual for the costs, charges and expenses of an aforementioned proceeding; however, the individual shall repay the moneys if the individual does not fulfill the conditions set out above.

The by-laws of the Registrant provide that, subject to the limitations contained in the CBCA, but without limit to the right of the Registrant to indemnify any person under the CBCA or otherwise, the Registrant shall indemnify a director or officer of the Registrant, a former director or officer of the Registrant or another individual who acts or acted at the Registrant’s request as a director or officer, or an individual acting in a similar capacity, of another entity, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the individual in respect of any civil, criminal, administrative, investigative or other proceeding in which the individual is involved because of that association with the Registrant or other entity, if the individual acted honestly and in good faith with a view to the best interests of the Registrant, or, as the case may be, to the best interests of the other entity for which the individual acted as director or officer or in a similar capacity at the Registrant’s request, and in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the individual had reasonable grounds for believing that the individual’s conduct was lawful.

The by-laws of the Registrant provide that the Registrant may, subject to the limitations contained in the CBCA, purchase, maintain, or participate in insurance for the benefit of a director or officer of the Registrant, a former director or officer of the Registrant, or another individual who acts or acted at the Registrant’s request as a director or officer, or an individual acting in a similar capacity, of another entity, as the Board may from time to time determine.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the Registrant pursuant to the foregoing provisions, the Registrant has been informed that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Item 7. | Exemption from Registration Claimed.

Not Applicable.

Item 8. | Exhibits.

The exhibits listed under the caption “Exhibits Index” of this Registration Statement are incorporated by reference herein.

Item 9. | Undertakings.

The Registrant hereby undertakes:

(a)(1) To file during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) to include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that, paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement;

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered hereby which remain unsold at the termination of the offering.

(b) The Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering hereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

INDEX TO EXHIBITS

4.1 |  | Articles of the Registrant, as Amended.
4.2 |  | By-laws of the Registrant, as Amended.
4.3 |  | Performance Share Unit Plan for Employees.
4.4 |  | Restricted Share Unit Plan for Employees.
4.5 |  | Amended and Restated Shareholder Rights Plan Agreement, dated May 1, 2024 by and between the Registrant and Computershare Investor Services Inc., as rights agent, incorporated by reference to Exhibit 99.3 to the Report of Foreign Issuer filed by the Registrant on May 2, 2024.
4.6 |  | Pre-Emptive Rights Agreement, dated January 1, 2021, by and between the Registrant and Hutchison Whampoa Europe Investments S.à.r.l., incorporated by reference to Exhibit 99.3 to the Report of Foreign Issuer filed by the Registrant on January 4, 2021.
4.7 |  | Pre-Emptive Rights Agreement, dated January 1, 2021, by and between the Registrant and L.F. Investments S.à.r.l., incorporated by reference to Exhibit 99.4 to the Report of Foreign Issuer filed by the Registrant on January 4, 2021.
4.8 |  | Registration Rights Agreement, dated January 1, 2021, by and between the Registrant and Hutchison Whampoa Europe Investments S.à.r.l., incorporated by reference to Exhibit 99.5 to the Report of Foreign Issuer filed by the Registrant on January 4, 2021.
4.9 |  | Registration Rights Agreement, dated January 1, 2021, by and between the Registrant and L.F. Investments S.à.r.l., incorporated by reference to Exhibit 99.6 to the Report of Foreign Issuer filed by the Registrant on January 4, 2021.
23.1 |  | Consent of PricewaterhouseCoopers LLP.
23.2 |  | Consent of McDaniel & Associates Consultants Ltd.
23.3 |  | Consent of GLJ Ltd.
24.1 |  | Powers of Attorney (included on signature pages of this Part II).
107 |  | Filing Fee Table.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Calgary, Alberta, Canada, on the 20th day of December, 2024.

CENOVUS ENERGY INC.
By: |  | /s/ Karamjit S. Sandhar
Name: |  | Karamjit S. Sandhar
Title: |  | Executive Vice-President & Chief Financial Officer

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Jonathan M. McKenzie, Karamjit S. Sandhar and Gary Molnar as such person’s true and lawful attorneys-in-fact and agents, with full power of substitution and revocation, for such person and in such person’s name, place and stead, in any and all capacities (until revoked in writing), to sign any and all amendments (including post-effective amendments) to this Registration Statement and to file the same with all exhibits thereto, and the other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and things requisite and necessary to be done, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

This Power of Attorney may be executed in multiple counterparts, each of which shall be deemed an original, but which taken together shall constitute one instrument.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities indicated effective December 20, 2024:

Signature |  | Title
/s/ Jonathan M. McKenzie |  | President & Chief Executive Officer and Director (Principal Executive Officer)
Jonathan M. McKenzie |  |
/s/ Karamjit S. Sandhar |  | Executive Vice-President & Chief Financial Officer
Karamjit S. Sandhar |  | (Principal Financial and Accounting Officer)
/s/ Alexander J. Pourbaix |  | Executive Chair of the Board of Directors
Alexander J. Pourbaix |  |
/s/ Claude Mongeau |  | Lead Independent Director
Claude Mongeau |  |
/s/ Stephen E. Bradley |  | Director
Stephen E. Bradley |  |
/s/ Keith M. Casey |  | Director
Keith M. Casey |  |
/s/ Michael J. Crothers |  | Director
Michael J. Crothers |  |

/s/ James D. Girgulis |  | Director
James D. Girgulis |  |
/s/ Jane E. Kinney |  | Director
Jane E. Kinney |  |
/s/ Eva L. Kwok |  | Director
Eva L. Kwok |  |
/s/ Melanie A. Little |  | Director
Melanie A. Little |  |
/s/ Richard J. Marcogliese |  | Director
Richard J. Marcogliese |  |
/s/ Frank J. Sixt |  | Director
Frank J. Sixt |  |
/s/ Rhonda I. Zygocki |  | Director
Rhonda I. Zygocki |  |

AUTHORIZED REPRESENTATIVE

Pursuant to the requirements of Section 6(a) of the Securities Act of 1933, as amended, the undersigned has signed this Registration Statement, solely in the capacity of the duly authorized representative of Cenovus Energy Inc. in the United States, on the 20th day of December, 2024.

CENOVUS ENERGY US LLC
By: |  | /s/ Eric R. Zimpfer
Name: |  | Eric R. Zimpfer
Title: |  | President