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 5, 2014

 

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 2014 Annual General Meeting of Shareholders of Kosmos Energy Ltd. (the “Company”) was held on June 5, 2014. There were 388,251,802 common shares entitled to vote at the meeting and a total of 362,556,329 (approximately 93.38%) were represented at the meeting.

 

The proposals voted upon at the 2014 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 2015 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

 

305,819,222

 

33,578,504

 

23,158,603

 

Brian F. Maxted

 

312,558,768

 

26,838,958

 

23,158,603

 

Sir Richard B. Dearlove

 

338,382,856

 

1,014,870

 

23,158,603

 

David I. Foley

 

312,458,069

 

26,939,657

 

23,158,603

 

David B. Krieger

 

312,940,665

 

26,457,061

 

23,158,603

 

Joseph P. Landy

 

307,133,014

 

32,264,712

 

23,158,603

 

Prakash A. Melwani

 

307,131,314

 

32,266,412

 

23,158,603

 

Adebayo (“Bayo”) O. Ogunlesi

 

337,620,617

 

1,777,109

 

23,158,603

 

Lars H. Thunell

 

338,376,171

 

1,021,555

 

23,158,603

 

Chris Tong

 

338,380,362

 

1,017,364

 

23,158,603

 

Christopher A. Wright

 

338,360,399

 

1,037,327

 

23,158,603

 

 

Proposal 2—The appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2014 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

 

 

 

 

 

 

 

361,461,389

 

891,109

 

203,831

 

 

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)

 

 

 

 

 

 

 

 

 

336,453,257

 

2,879,938

 

64,531

 

23,158,603

 

 

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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 6, 2014

 

 

 

 

KOSMOS ENERGY LTD.

 

 

 

 

 

By:

/s/ W. Greg Dunlevy

 

 

W. Greg Dunlevy

 

 

Executive Vice President and Chief Financial Officer

 

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