Current Report Filing (8-k)
June 15 2020 - 05:16PM
Edgar (US Regulatory)
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2020-06-10 iso4217:USD xbrli:shares iso4217:USD xbrli:shares
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 10, 2020
KOSMOS ENERGY LTD.
(Exact Name of Registrant as Specified in its Charter)
Delaware |
|
001-35167 |
|
98-0686001 |
(State or other jurisdiction
of incorporation)
|
|
(Commission
File Number)
|
|
(I.R.S. Employer
Identification No.)
|
8176 Park Lane
Dallas,
Texas
|
|
|
|
75231 |
(Address of Principal Executive
Offices) |
|
|
|
(Zip Code) |
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):
|
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)) |
Securities registered pursuant to Section 12(b) of the Securities
Exchange Act of 1934:
Title of each
class |
|
Trading symbol(s) |
|
Name of each exchange on which
registered |
Common Stock, $0.01 Par Value |
|
KOS |
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New York Stock Exchange
|
|
|
|
|
London Stock Exchange |
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 5.07. Submission of Matters to a Vote of Security
Holders.
The 2020 Annual Meeting of Stockholders of Kosmos Energy Ltd. (the
“Company”) was held on June 10, 2020. There were 405,190,996 shares
of common stock entitled to vote at the meeting, and a total of
350,117,267 shares of common stock (approximately 86.41%) were
represented at the meeting.
The proposals voted upon at the 2020 Annual Meeting of Stockholders
and the final results of the vote on each proposal were as
follows:
Proposal 1 – To elect the Class I directors to a three-year term
to serve until the 2023 annual stockholders meeting.
Each nominee for director was elected by a vote of the stockholders
as follows:
Nominee |
|
Votes For |
|
Votes Against |
|
Abstain |
|
Not Voted
(Broker Non-Votes)
|
Andrew G. Inglis |
|
301,478,142 |
|
5,184,182 |
|
713,884 |
|
42,741,059 |
Sir Richard
Dearlove |
|
290,524,865 |
|
14,045,739 |
|
2,805,604 |
|
42,741,059 |
Proposal 2 - To ratify the appointment of Ernst & Young LLP
as our independent registered public accounting firm for the fiscal
year ending December 31, 2020 and to authorize the Company’s Audit
Committee of the Board of Directors to determine their
remuneration.
The proposal was approved by a vote of the stockholders as
follows:
Votes For |
|
Votes Against |
|
Abstain |
348,314,558 |
|
1,435,075 |
|
367,634 |
Proposal 3 - To provide a non-binding, advisory vote to approve
named executive officer compensation.
The compensation of the Company’s named executive officers was
approved by a nonbinding, advisory vote of the stockholders as
follows:
Votes For |
|
Votes Against |
|
Abstain |
|
Not Voted
(Broker Non-Votes)
|
296,571,697 |
|
10,496,512 |
|
307,999 |
|
42,741,059 |
Proposal 4 - To
approve an amendment to our Certificate of Incorporation to effect
a reverse stock split and proportionally reduce the number of
authorized shares of common stock, par value $0.01 per
share.
The proposal was approved by a vote of the stockholders as
follows:
Votes For |
|
Votes Against |
|
Abstain |
330,695,066 |
|
18,392,249 |
|
1,029,952 |
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 15, 2020
|
KOSMOS ENERGY
LTD. |
|
|
|
|
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By: |
/s/ Jason E. Doughty |
|
|
Jason E. Doughty |
|
|
Senior Vice President, General
Counsel and Corporate Secretary |