DEFA14A 1 lctra2023_defa14a.htm COTERRA ENERGY INC. - DEFA14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. )

| Filed by the Registrant |  | Filed by a Party other than the Registrant

Check the appropriate box:
| Preliminary Proxy Statement
| Confidential, for Use of the Commission Only (as permitted by Rule 14A-6(E)(2))
| Definitive Proxy Statement
| Definitive Additional Materials
| Soliciting Material under §240.14a-12

COTERRA ENERGY INC.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):
| No fee required.
| Fee paid previously with preliminary materials.
| Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

Explanatory Note

On March 20, 2023, Coterra Energy Inc. (“Coterra” or the “Company”) filed with the Securities and Exchange Commission its Definitive Proxy Statement on Schedule 14A (the “Proxy Statement”) and a related proxy card (the “Original Proxy Card”) for Coterra’s 2023 annual meeting of shareholders to be held on May 4, 2023. To clarify shareholders’ alternatives for voting on the election of directors, Coterra is providing an updated proxy card with the voting options for Item 1 revised to “For,” “Against” and “Abstain” with respect to each individual director nominee. If you already voted on the Original Proxy Card, any votes cast “For” or “Withhold” from a director nominee will be counted as a vote “For” or “Against” such director nominee, respectively. If you already voted and wish to vote on the revised proxy card, you may do so via any of the means described in the Proxy Statement. Except as described herein, the revised proxy card does not modify, amend, supplement, or otherwise affect the Proxy Statement or the Original Proxy Card.