UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of Earliest Event Reported): April 26, 2012

 

Cobalt International Energy, Inc.
(Exact name of registrant as specified in its charter)

 

Delaware

 

001-34579

 

27-0821169

(State or other Jurisdiction of
Incorporation)

 

(Commission File Number)

 

(IRS Employer Identification No.)

 

Cobalt Center

920 Memorial City Way, Suite 100

Houston, Texas

 

77024

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (713) 579-9100

 

Two Post Oak Central

1980 Post Oak Boulevard, Suite 1200

Houston, Texas 77056

(Former name or former address if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

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

 

The annual meeting of the stockholders of Cobalt International Energy, Inc. (the “Company”) was held on April 26, 2012. There were 410,687,816 shares of Common Stock entitled to vote at the meeting and a total of 357,607,393 (approximately 87%) were represented at the meeting.

 

The proposals voted upon at the annual meeting and the final results of the vote on each proposal were as follows:

 

Proposal 1 — The election of twelve directors to serve until the 2013 Annual Meeting, and until their respective successors are elected and qualified.

 

Each nominee for director was elected by a vote of the stockholders as follows:

 

Nominees

 

Votes For

 

Votes Withheld

 

Not Voted
(Broker Non-Votes)

 

 

 

 

 

 

 

 

 

Joseph H. Bryant

 

333,001,932

 

17,666,977

 

6,938,484

 

Peter R. Coneway

 

323,735,550

 

26,933,359

 

6,938,484

 

Michael G. France

 

327,245,581

 

23,423,328

 

6,938,484

 

Jack E. Golden

 

343,514,998

 

7,153,911

 

6,938,484

 

N. John Lancaster

 

323,449,652

 

27,219,257

 

6,938,484

 

Scott L. Lebovitz

 

327,246,576

 

23,422,333

 

6,938,484

 

Jon A. Marshall

 

346,988,606

 

3,680,303

 

6,938,484

 

Kenneth W. Moore

 

327,240,269

 

23,428,640

 

6,938,484

 

Kenneth A. Pontarelli

 

323,456,614

 

27,212,295

 

6,938,484

 

Myles W. Scoggins

 

347,490,600

 

3,178,309

 

6,938,484

 

D. Jeff van Steenbergen

 

323,284,866

 

27,384,043

 

6,938,484

 

Martin H. Young, Jr.

 

348,661,407

 

2,007,502

 

6,938,484

 

 

Proposal 2 — The ratification of appointment of Ernst & Young LLP, as the Company’s independent auditors for the fiscal year ending December 31, 2012.

 

The proposal was approved by a vote of the stockholders as follows:

 

For

 

Against

 

Abstain

 

 

 

 

 

 

 

357,166,124

 

63,277

 

377,992

 

 

Proposal 3 — Advisory vote on executive compensation to approve the compensation of the Company’s named executive officers as disclosed in its proxy statement

 

The compensation of the Company’s named executive officers was approved by advisory vote as follows:

 

For

 

Against

 

Abstain

 

(Broker Non-Votes)

 

 

 

 

 

 

 

 

 

340,504,504

 

2,046,317

 

8,118,088

 

6,938,484

 

 

2



 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

Date: April 27, 2012

 

 

Cobalt International Energy, Inc.

 

 

 

By:

/s/ Jeffrey A. Starzec

 

Name:

Jeffrey A. Starzec

 

Title:

Senior Vice President and General Counsel

 

3