UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K/A

 

(Amendment No. 1)

 

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 28, 2011

 

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.)

 

Two Post Oak Central

1980 Post Oak Boulevard, Suite 1200

Houston, Texas

 

77056

(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))

 

 

 



 

Explanatory Note

 

Cobalt International Energy, Inc. (the “Company”) is filing this Amendment No. 1 on Form 8–K/A to the Company’s Current Report on Form 8–K dated April 28, 2011, which was filed with the U.S. Securities and Exchange Commission on April 29, 2011, to disclose the decision of the Board of Directors (the “Board”) of the Company regarding how frequently to have a stockholder advisory vote on executive compensation.

 

Item 5.07.                                         Submission of Matters to a Vote of Security Holders.

 

As previously disclosed, at the 2011 Annual Meeting of Stockholders held on April 28, 2011, a majority of the Company’s stockholders voted, on an advisory non-binding basis, to hold an advisory non-binding vote on executive compensation every year. Consistent with this recommendation by the Company’s stockholders, the Board has determined that it will include an advisory non-binding stockholder vote on executive compensation in its proxy materials every year until the next vote on the frequency of the stockholder advisory vote on executive compensation.

 

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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: August 12, 2011

 

 

Cobalt International Energy, Inc.

 

 

 

By:

/s/ Samuel H. Gillespie

 

Name:

Samuel H. Gillespie

 

Title:

General Counsel and Executive Vice President

 

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