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, 2013

 

KOSMOS ENERGY LTD.

(Exact Name of Registrant as Specified in its Charter)

 

Bermuda

 

001-35167

 

98-0686001

(State or other jurisdiction

 

(Commission

 

(I.R.S. Employer

of incorporation)

 

File Number)

 

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 2013 Annual General Meeting of Shareholders of Kosmos Energy Ltd. (the “Company”) was held on June 5, 2013. There were 389,319,606 common shares entitled to vote at the meeting and a total of 328,977,891 (approximately 84.50%) were represented at the meeting.

 

The proposals voted upon at the 2013 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 2014 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

 

288,439,574

 

13,107,110

 

27,431,207

 

Brian F. Maxted

 

291,109,373

 

10,437,311

 

27,431,207

 

Sir Richard B. Dearlove

 

300,228,653

 

1,318,031

 

27,431,207

 

David I. Foley

 

290,863,750

 

10,682,934

 

27,431,207

 

David B. Krieger

 

290,736,897

 

10,809,787

 

27,431,207

 

Joseph P. Landy

 

289,945,064

 

11,601,620

 

27,431,207

 

Prakash A. Melwani

 

288,117,132

 

13,429,552

 

27,431,207

 

Adebayo (“Bayo”) O. Ogunlesi

 

300,057,023

 

1,489,661

 

27,431,207

 

Lars H. Thunell

 

300,230,153

 

1,316,531

 

27,431,207

 

Chris Tong

 

300,207,731

 

1,338,953

 

27,431,207

 

Christopher A. Wright

 

300,338,891

 

1,207,793

 

27,431,207

 

 

Proposal 2—The appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2013 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

 

 

 

 

 

 

 

327,612,318

 

1,276,326

 

89,247

 

 

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)

 

 

 

 

 

 

 

 

 

301,271,934

 

213,368

 

61,382

 

27,431,207

 

 

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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 7, 2013

 

 

 

 

KOSMOS ENERGY LTD.

 

 

 

 

 

By:

/s/ W. Greg Dunlevy

 

 

W. Greg Dunlevy

 

 

Executive Vice President and Chief Financial Officer

 

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