0001104659-12-036398.txt : 20120511 0001104659-12-036398.hdr.sgml : 20120511 20120511143131 ACCESSION NUMBER: 0001104659-12-036398 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20120511 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20120511 DATE AS OF CHANGE: 20120511 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Kosmos Energy Ltd. CENTRAL INDEX KEY: 0001509991 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 980686001 STATE OF INCORPORATION: D0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-35167 FILM NUMBER: 12833732 BUSINESS ADDRESS: STREET 1: CLARENDON HOUSE STREET 2: 2 CHURCH STREET CITY: HAMILTON STATE: D0 ZIP: HM 11 BUSINESS PHONE: (214) 445-9600 MAIL ADDRESS: STREET 1: 8176 PARK LANE STREET 2: SUITE 500 CITY: DALLAS STATE: TX ZIP: 75231 8-K 1 a12-12012_18k.htm CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES

 

 

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):

May 11, 2012

 

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 2012 Annual General Meeting of Shareholders of Kosmos Energy Ltd. (the “Company”) was held on May 11, 2012. There were 390,215,854 common shares entitled to vote at the meeting and a total of 345,885,961 (approximately 88.63%) were represented at the meeting.

 

The proposals voted upon at the 2012 Annual General Meeting of Shareholders and the final results of the vote on each proposal were as follows:

 

Proposal 1—The election of nine directors to hold office until the 2013 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)

 

 

 

 

 

 

 

John R. Kemp III

 

335,586,473

 

7,626,922

 

2,672,566

Brian F. Maxted

 

338,617,130

 

4,596,265

 

2,672,566

David I. Foley

 

338,288,904

 

4,924,491

 

2,672,566

David B. Krieger

 

338,290,004

 

4,923,391

 

2,672,566

Joseph P. Landy

 

338,219,524

 

4,993,871

 

2,672,566

Prakash A. Melwani

 

335,269,471

 

7,943,924

 

2,672,566

Adebayo (“Bayo”) O. Ogunlesi

 

342,323,935

 

889,460

 

2,672,566

Chris Tong

 

342,394,415

 

818,980

 

2,672,566

Christopher A. Wright

 

342,394,415

 

818,980

 

2,672,566

 

Proposal 2—The appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2012 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:

 

For

 

Against

 

Abstain

 

 

 

 

 

345,669,318

 

216,643

 

0

 

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:

 

For

 

Against

 

Abstain

 

(Broker Non-Votes)

 

 

 

 

 

 

 

333,677,192

 

7,796,456

 

1,739,747

 

2,672,566

 

2


 

Proposal 4—Nonbinding, advisory vote to approve the frequency of holding nonbinding, advisory votes to approve the Company’s named executive officer compensation.

 

The results of the nonbinding, advisory vote of the shareholders on the frequency of named executive compensation nonbinding, advisory votes were as follows:

 

One Year

 

Two Years

 

Three Years

 

Abstain

 

 

 

 

 

 

 

335,450,467

 

3,422,552

 

4,298,283

 

42,093

 

3


 

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:       May 11, 2012

 

 

KOSMOS ENERGY LTD.

 

 

 

 

 

By:

/s/ W. Greg Dunlevy

 

 

W. Greg Dunlevy

 

 

Executive Vice President and Chief Financial Officer

 

4