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): March 11, 2013

Cobalt International Energy, Inc.

(Exact name of registrant as specified in its charter)

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

N/A

(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 5.02.                                        Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On March 11, 2013, the Board of Directors (the “Board”) of Cobalt International Energy, Inc. (the “Company”) elected Mr. William P. “Bill” Utt as a member of the Board, effective immediately. In addition, Mr. Utt has been appointed as a member of the Nominating and Corporate Governance Committee of the Board. The Board has also made the affirmative determination that Mr. Utt qualifies as an independent director under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules of the New York Stock Exchange. Pursuant to the terms of the Company’s Non-Employee Directors Compensation Plan, for serving as a non-employee Director who is not an equity partner or service provider of any of the former financial sponsors of the Company, Mr. Utt will receive a $100,000 annual retainer (prorated to $81,095 for calendar year 2013), an initial award of restricted stock units with a value of $39,315 for his service through May 31, 2013 and an annual award of restricted stock units with a value of $175,000 for each year of his service thereafter. The retainers will be payable at Mr. Utt’s election in cash and/or shares of the Company’s common stock. Each award of restricted stock units will be granted pursuant to a Restricted Stock Unit Award Notification under the Company’s Non-Employee Directors Compensation Plan and generally will be payable to Mr. Utt one year after grant in shares of the Company’s common stock. Payment with respect to the retainers and restricted stock units may be deferred at Mr. Utt’s election pursuant to the terms of the Company’s Non-Employee Directors Deferral Plan.

Further details regarding Mr. Utt’s election as a Director are contained in a press release issued by the Company on March 11, 2013, which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01.             Financial Statements And Exhibits

(d) Exhibits

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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.

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EXHIBIT LISTING

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