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 30, 2015

 

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

 

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 5.07. 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 30, 2015. There were 414,457,235 shares of common stock entitled to vote at the meeting and a total of 371,525,081 shares of common stock (approximately 90%) 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 three Class III directors to serve a three-year term until the 2018 Annual Meeting of Stockholders, or until their respective successors are duly 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)

 

 

 

 

 

 

 

 

 

Kay Bailey Hutchison (Class III director to serve until 2018 Annual Meeting)  

 

357,403,190

 

1,088,809

 

13,033,082

 

 

 

 

 

 

 

 

 

D. Jeff van Steenbergen (Class III director to serve until 2018 Annual Meeting)  

 

341,735,083

 

16,756,916

 

13,033,082

 

 

 

 

 

 

 

 

 

William P. Utt (Class III director to serve until 2018 Annual Meeting)  

 

356,803,586

 

1,688,413

 

13,033,082

 

 

Proposal 2 — The ratification of appointment of Ernst & Young LLP, as the Company’s independent auditors for the fiscal year ending December 31, 2015.

 

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

 

For

 

Against

 

Abstain

 

 

 

 

 

 

 

370,935,737  

 

572,028

 

17,316

 

 

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:

 

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For

 

Against

 

Abstain

 

(Broker Non-Votes)

 

 

 

 

 

 

 

 

 

218,631,006  

 

139,523,147

 

337,846

 

13,033,082

 

 

Proposal 4 — The approval of the Company’s 2015 Long Term Incentive Plan

 

The Company’s 2015 Long Term Incentive Plan was approved by a vote of the stockholders as follows:

 

For

 

Against

 

Abstain

 

(Broker Non-Votes)

 

 

 

 

 

 

 

 

 

353,735,175  

 

4,628,238

 

128,586

 

13,033,082

 

 

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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.

 

 

Date: May 1, 2015

 

 

 

 

 

 

Cobalt International Energy, Inc.

 

 

 

 

 

 

 

By:

/s/ Jeffrey A. Starzec

 

 

 

 

 

 

 

Name:

Jeffrey A. Starzec

 

 

 

 

Title:

Executive Vice President and General Counsel

 

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