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 16, 2016

 

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

 

Not Applicable

(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)

 

¨ 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 2016 Annual General Meeting of Shareholders of Kosmos Energy Ltd. (the “Company”) was held on June 16, 2016. There were 385,179,891 common shares entitled to vote at the meeting and a total of 368,337,851 (approximately 95.62%) were represented at the meeting.

 

The proposals voted upon at the 2016 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 2017 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:

 

Nominees

 

Votes For

 

Votes Withheld

 

Not Voted
(Broker Non-Votes)

 

 

 

 

 

 

 

 

 

Andrew G. Inglis

 

327,820,990

 

24,377,544

 

16,139,317

 

Brian F. Maxted

 

331,721,913

 

20,476,621

 

16,139,317

 

Yves-Louis Darricarrère

 

349,318,805

 

2,879,729

 

16,139,317

 

Sir Richard B. Dearlove

 

350,081,752

 

2,116,782

 

16,139,317

 

David I. Foley

 

289,677,459

 

62,521,075

 

16,139,317

 

David B. Krieger

 

313,951,093

 

38,247,441

 

16,139,317

 

Joseph P. Landy

 

314,200,862

 

37,997,672

 

16,139,317

 

Prakash A. Melwani

 

290,028,239

 

62,170,295

 

16,139,317

 

Adebayo (“Bayo”) O. Ogunlesi

 

349,971,100

 

2,227,434

 

16,139,317

 

Chris Tong

 

350,091,719

 

2,106,815

 

16,139,317

 

Christopher A. Wright

 

350,093,614

 

2,104,920

 

16,139,317

 

 

Proposal 2—The appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2016 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

 

 

 

 

 

 

 

367,672,510

 

621,843

 

43,498

 

 

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:

 

Votes For

 

Votes Against

 

Abstain

 

Not Voted
(Broker Non-Votes)

 

 

 

 

 

 

 

 

 

333,559,989

 

18,583,127

 

55,418

 

16,139,317

 

 

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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 20, 2016

 

 

 

 

KOSMOS ENERGY LTD.

 

 

 

 

 

By:

/s/ Thomas P. Chambers

 

 

Thomas P. Chambers

 

 

Senior Vice President and Chief Financial Officer

 

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