Current Report Filing (8-k)
June 10 2021 - 6:08AM
Edgar (US Regulatory)
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0001509991
2021-06-09
2021-06-09
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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 9, 2021
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
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(Commission
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(I.R.S. Employer
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of incorporation)
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File Number)
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Identification No.)
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8176 Park Lane
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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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☐
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Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
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☐
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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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☐
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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:
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
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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. ☐
Item
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
Appointment
of Roy A. Franklin to the Board of Directors
On June
10, 2021, Kosmos Energy Ltd. (the “Company”) issued a press release (the “Press Release”) announcing
that the Board of Directors (the “Board”) appointed Mr. Roy A. Franklin to serve as a Class III director of the Company,
effective June 9, 2021. Mr. Franklin will serve as a director until the 2022 annual meeting of
stockholders, except in the event of his death, resignation or removal. Mr. Franklin has
been appointed by the Board to serve as a member of the Audit Committee and the Nominating and Corporate Governance Committee.
There
are no transactions to which the Company or any of its subsidiaries is a party and in which Mr. Franklin has a direct or indirect material
interest subject to disclosure under Item 404(a) of Regulation S-K. There are no arrangements or understandings between Mr. Franklin
and any other persons pursuant to which he was appointed to the Board. There are no family relationships between Mr. Franklin and any
director, executive officer, or any person nominated or chosen by the Company to become a director or executive officer. In connection
with his appointment, the Board determined that Mr. Franklin is independent under the Company's Corporate Governance Guidelines and within
the meaning of the New York Stock Exchange (“NYSE”) and Securities and Exchange Commission (“SEC”)
standards of independence for directors.
Mr.
Franklin will be entitled to receive cash retainers and equity awards under the Company’s Long Term Incentive Plan for his
Board and any committee service, in accordance with the Company’s standard compensation arrangement for non-employee directors
(as such arrangement may be adjusted by the Compensation Committee of the Board from time to time), which is described in the
Company’s 2021 Annual Proxy Statement.
The Company
is filing a copy of the Press Release announcing Mr. Franklin’s appointment to the Board as Exhibit 99.1 hereto, which is incorporated
by reference to this Item 5.02.
Item
9.01. Financial Statements and Exhibits.
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 10, 2021
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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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Kosmos Energy (NYSE:KOS)
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