Amended Current Report Filing (8-k/a)
May 11 2020 - 8:18AM
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2020-02-24
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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):
February
24, 2020
KOSMOS ENERGY LTD.
(Exact Name of Registrant as Specified in
its Charter)
Delaware
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001-35167
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98-0686001
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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8176 Park Lane
Dallas, Texas
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75231
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number, including
area code: +214-445-9600
Not Applicable
(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):
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o
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Written communications pursuant to Rule 425 under
the Securities Act (17 CFR 230.425)
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o
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Soliciting material pursuant to Rule 14a-12 under
the Exchange Act (17 CFR 240.14a-12)
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o
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Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
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o
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Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
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Title of each class
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Trading symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.01 Par Value
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KOS
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New York Stock Exchange
London Stock Exchange
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Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange
Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ☐
This
Form 8-K/A is being filed as an amendment (“Amendment No. 1”) to the Current Report on Form 8-K filed
by Kosmos Energy Ltd. (the “Company”) under Item 5.02 on February 28, 2020 regarding the retirement of
Thomas P. Chambers, the Company’s Senior Vice President and Chief Financial Officer, and the appointment of his successor,
Neal D. Shah, the Company’s Senior Vice President and Deputy Chief Financial Officer, effective in May 2020. This Amendment
No. 1 is being filed to provide additional information with respect to Mr. Chambers’ retirement and Mr. Shah’s
appointment as Senior Vice President and Chief Financial Officer of the Company.
Item 5.02 Departure of Directors or
Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously announced, in connection with a reorganization
of certain management roles by the Company, Neal D. Shah will become the Company’s Senior Vice President and Chief Financial
Officer effective May 11, 2020.
The selection of Mr. Shah to serve as the Company’s Senior
Vice President and Chief Financial Officer was not made pursuant to any arrangement or understanding with respect to any other
person. In addition, there are no family relationships between Mr. Shah and any director or other executive officer of the Company
and there are no related persons transactions (within the meaning of Item 404(a) of Regulation S-K) involving Mr. Shah and the
Company and/or its subsidiaries. In connection with his appointment, Mr. Shah’s annual base salary remains unchanged at $460,000
and his target annual bonus opportunity remains unchanged at 75% of his annual base salary. Mr. Shah will also continue to be eligible
to participate in the Kosmos Energy Ltd. Long Term Incentive Plan.
Mr. Chambers
will cease serving as the Company’s Senior Vice President and Chief Financial Officer, effective May 11, 2020, and will thereafter
serve as Senior Advisor to the Chairman and CEO through the end of this year, when he is expected to retire, working on strategic
projects in response to the longer-term impact of the COVID-19 pandemic.
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: May
11, 2020
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KOSMOS ENERGY LTD.
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By:
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/s/ Jason E. Doughty
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Jason E. Doughty
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Senior Vice President, General Counsel and Corporate Secretary
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