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Washington, DC 20549





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



(Exact Name of Registrant as Specified in its Charter)


Delaware   001-35167   98-0686001

(State or other jurisdiction

of incorporation)



File Number)


(I.R.S. Employer

Identification No.)


8176 Park Lane

Dallas, Texas

(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  

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






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


  By: /s/ Jason E. Doughty
    Jason E. Doughty
    Senior Vice President, General Counsel and Corporate Secretary