04/24/2026 | Press release | Distributed by Public on 04/24/2026 14:14
| Item 8.01 | Other Events. |
As previously announced, on February 1, 2026, Coterra Energy Inc., a Delaware corporation (the "Company" or "Coterra"), Devon Energy Corporation, a Delaware corporation ("Devon"), and Cubs Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Devon ("Merger Sub"), entered into an Agreement and Plan of Merger (the "Merger Agreement"). The Merger Agreement provides that, among other things and upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into Coterra (the "Merger"), with Coterra surviving the Merger as a wholly-owned subsidiary of Devon.
On March 12, 2026, Devon filed with the U.S. Securities and Exchange Commission (the "SEC") a Registration Statement on Form S-4 (Registration No. 333-294222) (as amended, the "Registration Statement"), which was declared effective by the SEC on March 26, 2026, and which included a Joint Proxy Statement/Prospectus of the Company and Devon in connection with the Merger (such Joint Proxy Statement/Prospectus as filed by the Company on March 30, 2026, the "Joint Proxy Statement/Prospectus"). Each of the Company and Devon will hold a special meeting of its stockholders, respectively, on May 4, 2026 in connection with the transactions contemplated by the Merger Agreement (the "Proposed Transaction") as further described in the Joint Proxy Statement/Prospectus.
Stockholder Communications Related to the Merger
Since the filing of the Joint Proxy Statement/Prospectus, as of the date hereof, the Company has received multiple demand letters from purported stockholders of the Company related to the Proposed Transaction (the "Demand Letters") alleging that the Joint Proxy Statement/Prospectus contains certain disclosure deficiencies and/or incomplete information regarding the Merger and seeking additional disclosures to remedy these alleged deficiencies and omissions. It is possible that additional, similar Demand Letters may be received by the Company regarding the Proposed Transaction or that complaints may be filed against the Company or the Company's board of directors. Absent new or different allegations that are material or a disclosure obligation under the U.S. federal securities laws, the Company will not necessarily disclose such additional demands or complaints.
The Company and the Company's directors deny that any further disclosure beyond that already contained in the Joint Proxy Statement/Prospectus is required under applicable law. However, in order to avoid the risk that the Demand Letters may delay or otherwise adversely affect the consummation of the Merger, to avoid nuisance and minimize the distractions, uncertainties and expense inherent in litigation, and without admitting any liability or wrongdoing, the Company is voluntarily making certain disclosures below that supplement those contained in the Joint Proxy Statement/Prospectus. These disclosures, and disclosures of certain other matters, are provided in this Current Report on Form 8-K. Nothing in this Current Report on Form 8-K shall be deemed an admission of the legal necessity or materiality under applicable laws of any of the disclosures set forth herein. To the contrary, the Company and the Company's directors specifically deny all allegations in the Demand Letters and specifically deny that any additional disclosure was or is required or that the supplemental disclosures below are otherwise material.
SUPPLEMENT TO PROXY STATEMENT
The Company is supplementing the Joint Proxy Statement/Prospectus with certain additional information set forth below. These disclosures should be read in connection with the Joint Proxy Statement/Prospectus, which should be read in its entirety and is available on the SEC's website at www.sec.gov, along with the periodic reports and other information the Company files with the SEC. The supplemental disclosures contained herein will not affect the timing of special meetings of the Company's and Devon's stockholders, which are scheduled to be held on May 4, 2026, at 10:00 a.m. Central Time.
All page references are to pages in the Joint Proxy Statement/Prospectus, and terms used below, unless otherwise defined, have the meanings set forth in the Joint Proxy Statement/Prospectus. To the extent the following information differs from or conflicts with the information contained in the Joint Proxy Statement/Prospectus, the information set forth below shall be deemed to supersede the respective information in the Joint Proxy Statement/Prospectus. New text within the amended and supplemented language from the Joint Proxy Statement/Prospectus is indicated in bold and underlined text (e.g., bold, underlined text), and deleted text within the amended and supplemented language from the Joint Proxy Statement/Prospectus is indicated in bold and strikethrough text (e.g., bold, strikethrough text).