UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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):

June 3, 2015

 

KOSMOS ENERGY LTD.

(Exact Name of Registrant as Specified in its Charter)

 

Bermuda

 

001-35167

 

98-0686001

(State or other jurisdiction
of incorporation)

 

(Commission
File Number)

 

(I.R.S. Employer
Identification No.)

 

Clarendon House

2 Church Street

Hamilton, Bermuda

 

HM 11

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: +1 441 295 5950

 

 

(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 (see General Instruction A.2. below):

 

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 2015 Annual General Meeting of Shareholders of Kosmos Energy Ltd. (the “Company”) was held on June 3, 2015. There were 387,603,709 common shares entitled to vote at the meeting and a total of 342,578,364 (approximately 88.38%) were represented at the meeting.

 

The proposals voted upon at the 2015 Annual General Meeting of Shareholders and the final results of the vote on each proposal were as follows:

 

Proposal 1—The election of eleven directors to hold office until the 2016 Annual General Meeting of Shareholders, and until their respective successors are elected.

 

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

 

 

 

 

 

 

 

Not Voted

 

Nominees

 

Votes For

 

Votes Withheld

 

(Broker Non-Votes)

 

 

 

 

 

 

 

 

 

Andrew G. Inglis

 

293,313,749

 

34,244,329

 

15,020,286

 

Brian F. Maxted

 

304,155,839

 

23,402,239

 

15,020,286

 

Sir Richard B. Dearlove

 

324,686,899

 

2,871,179

 

15,020,286

 

David I. Foley

 

303,942,832

 

23,615,246

 

15,020,286

 

David B. Krieger

 

304,042,018

 

23,516,060

 

15,020,286

 

Joseph P. Landy

 

266,976,402

 

60,581,676

 

15,020,286

 

Prakash A. Melwani

 

266,923,881

 

60,634,197

 

15,020,286

 

Adebayo (“Bayo”) O. Ogunlesi

 

323,791,000

 

3,767,078

 

15,020,286

 

Chris Tong

 

324,736,782

 

2,821,296

 

15,020,286

 

Christopher A. Wright

 

324,688,186

 

2,869,892

 

15,020,286

 

 

Proposal 2—The appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2015 and the authorization of the Company’s Audit Committee of the Board of Directors to determine their remuneration.

 

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

 

Votes For

 

Votes Against

 

Abstain

 

 

 

 

 

 

 

341,749,826

 

589,664

 

238,874

 

 

Proposal 3—Nonbinding, advisory vote 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 nonbinding, advisory vote of the shareholders as follows:

 

 

 

 

 

 

 

Not Voted

 

Votes For

 

Votes Against

 

Abstain

 

(Broker Non-Votes)

 

 

 

 

 

 

 

 

 

326,029,008

 

1,210,139

 

318,931

 

15,020,286

 

 

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Proposal 4—The approval of (i) an amendment to the Company’s Long Term Incentive Plan (“LTIP”) to increase the aggregate number of common shares authorized for issuance under the LTIP by 15,000,000 common shares and (ii) the material terms of the performance goals under the LTIP for purposes of Section 162(m) of the Internal Revenue Code.

 

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

 

 

 

 

 

 

 

Not Voted

 

Votes For

 

Votes Against

 

Abstain

 

(Broker Non-Votes)

 

 

 

 

 

 

 

 

 

306,900,993

 

18,168,693

 

2,488,392

 

15,020,286

 

 

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SIGNATURES

 

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

 

 

Date: June 5, 2015

 

 

KOSMOS ENERGY LTD.

 

 

 

 

 

 

By:

/s/ W. Greg Dunlevy

 

 

W. Greg Dunlevy

 

 

Executive Vice President and Chief Financial Officer

 

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