Coterra Energy (CTRA) Proxy filing summary

Executive summary

• Devon and Coterra have agreed to a merger, with Coterra becoming a wholly owned subsidiary of Devon, in an all-stock transaction at a fixed exchange ratio of 0.70 shares of Devon for each Coterra share.

• The merger aims to create a leading large-cap shale operator with a premier position in the Delaware Basin and significant scale, operational synergies, and enhanced shareholder returns.

• Special meetings for both companies' shareholders are scheduled for May 4, 2026, to vote on the merger and related proposals.

• Upon completion, Devon shareholders will own approximately 54% and Coterra shareholders 46% of the combined company.

• The merger is expected to close in the second quarter of 2026, subject to regulatory and shareholder approvals.

Voting matters and shareholder proposals

• Devon shareholders will vote on issuing new shares, amending the certificate of incorporation to increase authorized shares, and potential adjournment of the meeting.

• Coterra shareholders will vote on adopting the merger agreement, an advisory vote on executive compensation related to the merger, and potential adjournment.

• Approval of the merger requires a majority of outstanding shares for both companies.

• Both boards unanimously recommend voting in favor of all proposals.

Board of directors and corporate governance

• The post-merger Devon board will have 11 members: 6 from Devon and 5 from Coterra.

• Thomas E. Jorden (Coterra) will serve as non-executive Chair; a Devon director will be Lead Independent Director.

• The executive committee will include leaders from both companies, with Clay M. Gaspar as CEO.

• A two-year governance policy will require a 75% board vote to amend key governance provisions.