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EX-99.1 - EX-99.1 - Cobalt International Energy, Inc. | a12-29523_2ex99d1.htm |
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): March 11, 2013
Cobalt International Energy, Inc.
(Exact name of registrant as specified in its charter)
Delaware |
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001-34579 |
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27-0821169 |
(State or other Jurisdiction of |
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(Commission File Number) |
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(IRS Employer Identification No.) |
Cobalt Center 920 Memorial City Way, Suite 100 Houston, Texas |
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77024 |
(Address of Principal Executive Offices) |
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(Zip Code) |
Registrants 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On March 11, 2013, the Board of Directors (the Board) of Cobalt International Energy, Inc. (the Company) elected Mr. William P. Bill Utt as a member of the Board, effective immediately. In addition, Mr. Utt has been appointed as a member of the Nominating and Corporate Governance Committee of the Board. The Board has also made the affirmative determination that Mr. Utt qualifies as an independent director under the Securities Exchange Act of 1934, as amended (the Exchange Act) and the rules of the New York Stock Exchange. Pursuant to the terms of the Companys Non-Employee Directors Compensation Plan, for serving as a non-employee Director who is not an equity partner or service provider of any of the former financial sponsors of the Company, Mr. Utt will receive a $100,000 annual retainer (prorated to $81,095 for calendar year 2013), an initial award of restricted stock units with a value of $39,315 for his service through May 31, 2013 and an annual award of restricted stock units with a value of $175,000 for each year of his service thereafter. The retainers will be payable at Mr. Utts election in cash and/or shares of the Companys common stock. Each award of restricted stock units will be granted pursuant to a Restricted Stock Unit Award Notification under the Companys Non-Employee Directors Compensation Plan and generally will be payable to Mr. Utt one year after grant in shares of the Companys common stock. Payment with respect to the retainers and restricted stock units may be deferred at Mr. Utts election pursuant to the terms of the Companys Non-Employee Directors Deferral Plan.
Further details regarding Mr. Utts election as a Director are contained in a press release issued by the Company on March 11, 2013, which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements And Exhibits
(d) Exhibits
Exhibit No. |
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Description |
99.1 |
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Press Release dated March 11, 2013 |
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: March 12, 2013 |
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Cobalt International Energy, Inc. | ||
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By: |
/s/ Jeffrey A. Starzec | |
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Name: |
Jeffrey A. Starzec | |
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Title: |
Senior Vice President and General Counsel | |