false000150999100015099912022-06-092022-06-09


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, 2022 (June 9, 2022)

KOSMOS ENERGY LTD.
(Exact Name of Registrant as Specified in its Charter)
Delaware001-3516798-0686001
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification No.)
8176 Park Lane
Dallas,Texas75231
(Address of Principal Executive Offices)
(Zip Code)
Title of each classTrading SymbolName of each exchange on which registered:
Common Stock $0.01 par valueKOSNew York Stock Exchange
London Stock Exchange

Registrant’s telephone number, including area code: +1 214 445 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):

  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 2022 Annual Meeting of Stockholders of Kosmos Energy Ltd. (the “Company”) was held on June 9, 2022. There were 455,437,574 shares of common stock entitled to vote at the meeting, and a total of 389,811,024 shares of common stock (approximately 85.59%) were represented at the meeting. The proposals voted upon at the 2022 Annual Meeting of Stockholders and the final results of the vote on each proposal were as follows:

Proposal 1 – To elect two Class III directors to a three-year term to serve until the 2025 annual stockholders meeting.

Each nominee for director was elected by a vote of the stockholders as follows:
Not Voted
Nominee
Votes For
Votes Against
Abstain
(Broker Non-Votes)
Steven M. Sterin
336,360,37711,819,003154,80241,476,842
Roy A. Franklin
331,696,49016,184,213453,47941,476,842

Proposal 2 - To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022 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
387,306,2122,366,434138,378

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:
Not Voted
Votes For
Votes Against
Abstain
(Broker Non-Votes)
340,502,5925,387,8262,443,76441,476,842






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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, 2022
KOSMOS ENERGY LTD.
By:/s/ JASON E. DOUGHTY
Jason E. Doughty
Senior Vice President, General Counsel and Corporate Secretary



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