Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers
Effective July 2, 2016, Timothy J. Cutt will be appointed Chief Executive
Officer of Cobalt International Energy, Inc. (the Company). Effective as of the same date, Mr. Cutt will also be appointed to the Companys Board of Directors (the Board) as a Class I director. Mr. Cutt, 56,
served as President, Petroleum of BHP Billiton Limited (BHP) from July 2013 until March 2016. Prior to being appointed President, Petroleum of BHP, Mr. Cutt served as BHPs President, Diamonds and Specialty Products from 2011
to 2013 and BHPs President of Production Division in the Petroleum business from 2007 to 2011. Before joining BHP Billiton, Mr. Cutt held positions in engineering, operations and senior management with Mobil Oil Corporation and then
ExxonMobil, where he was President Hibernia Management and Development Company in Canada and President of ExxonMobil de Venezuela. Mr. Cutt earned a Bachelor of Science from Louisiana Tech University.
In connection with Mr. Cutts appointment as Chief Executive Officer, Mr. Cutt will be paid an annual base salary of $1,000,000
and will receive a one-time initial equity award of restricted shares of the Companys common stock with an estimated value on the grant date of $4,000,000 as an employment inducement award pursuant to Listing Rule 303A.08 of the New York Stock
Exchange. This initial award will vest in three equal installments on each of the first three anniversaries of the grant date, subject to Mr. Cutts continued employment with the Company on each such date. Mr. Cutt will be eligible to
participate in other compensation plans or arrangements available to the Companys other officers. For each year of Mr. Cutts employment with the Company, Mr. Cutt will be eligible to receive a discretionary annual bonus with a
target value of 100% of his base salary and a discretionary annual equity award with an estimated value on the grant date of $3,000,000.
Additionally, in connection with Mr. Cutts appointment as Chief Executive Officer, Mr. Cutt and the Company entered into a
severance benefit agreement dated as of May 30, 2016 (the Severance Agreement). Pursuant to the terms of the Severance Agreement, if Mr. Cutt experiences a qualifying termination, which is a termination of Mr. Cutts
employment by the Company without cause or by Mr. Cutt for good reason, on or before the third anniversary of the Severance Agreement, the Company will pay Mr. Cutt (i) a lump sum cash amount equal to two times the sum of
Mr. Cutts base salary plus his target bonus, (ii) a cash amount equal to Mr. Cutts pro rata bonus for the year of termination on the date on which annual bonuses are generally paid to active executives of the Company and
(iii) an additional lump sum cash payment in the amount of $48,000. Upon a qualifying termination after the third anniversary of the Severance Agreement, the amount in clause (i) of the immediately preceding sentence will be a cash amount
equal to one times the sum of Mr. Cutts base salary plus his target bonus. However, if the qualifying termination occurs within two years following a change in control of the Company, the Company will pay Mr. Cutt (i) a lump sum
cash amount equal to three times the sum of Mr. Cutts base salary plus his target bonus, (ii) a cash amount equal to Mr. Cutts pro rata bonus for the year of termination on the date on which annual bonuses are generally
paid to active executives of the Company and (iii) an additional lump sum cash payment in the amount of $72,000. With respect to any unvested outstanding equity awards held by Mr. Cutt at the time of the qualifying termination that are not
subject to any performance conditions, such awards, to the extent that they are scheduled to become vested during the two-year period following the date of termination, will continue to vest on their original schedule following the termination;
however, if the qualifying termination occurs within two years following a change in control of the Company, such awards will fully vest at the time of termination. Under the Severance Agreement, Mr. Cutt is subject to a one-year
non-competition and non-solicitation, as well as perpetual confidentiality and non-disparagement obligations.
Joseph H. Bryant has
resigned as Chief Executive Officer, Chairman of the Board and as a Class I member of the Board, each effective June 1, 2016. In his letter of resignation, Mr. Bryant confirmed his support for the Board. During the period between
June 1 and July 2, Van P. Whitfield will serve as interim Chief Executive Officer. Mr. Whitfield, 64, has been the Chief Operating Officer and Executive Vice President at the Company since September 7, 2011. Mr. Whitfield
served as an Executive Vice President of Operations & Development at the Company from May 2006 to September 7, 2011. He joined the Company in May 2006. Mr. Whitfield has also been appointed to the Board as a Class II Director,
effective June 1, 2016.
Effective June 1, 2016, William P. Utt, the Companys lead independent director, will serve as the
interim Chairman of the Board, a position he will hold until his successor is duly appointed and qualified or his earlier resignation or removal.
Further details regarding these matters are contained in the press release issued by the Company
on May 31, 2016, which is attached hereto as Exhibit 99.1 and is hereby furnished. The information contained in this press release shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the Exchange Act) or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
A conference call to discuss these matters is scheduled for 9:00 a.m. Central time on May 31, 2016. The conference call can be
accessed live over the telephone by dialing (855) 327-6837, or for international callers, (631) 891-4304. A replay will be available shortly after the call and can be accessed by dialing (877) 870-5176, or for international callers,
(858) 384-5517. The passcode for the replay is 10001300. The replay will be available until June 14, 2016.