Schedule 14A


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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No.          )

 

 

 

Filed by the Registrant ý


Filed by a Party other than the Registrant o


Check the appropriate box:


o


 


Preliminary Proxy Statement


o


 


Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))


ý


 


Definitive Proxy Statement


o


 


Definitive Additional Materials


o


 


Soliciting Material under §240.14a-12


 


 

 

 

 

 

Kosmos Energy Ltd.

(Name of Registrant as Specified In Its Charter)


 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)


Payment of Filing Fee (Check the appropriate box):


ý


 


No fee required.


o


 


Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

 

(1)

 

Title of each class of securities to which transaction applies:

          

 

 

(2)

 

Aggregate number of securities to which transaction applies:

          

 

 

(3)

 

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

          

 

 

(4)

 

Proposed maximum aggregate value of transaction:

          

 

 

(5)

 

Total fee paid:

          


o


 


Fee paid previously with preliminary materials.


o


 


Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.


 


 


(1)


 


Amount Previously Paid:

          

 

 

(2)

 

Form, Schedule or Registration Statement No.:

          

 

 

(3)

 

Filing Party:

          

 

 

(4)

 

Date Filed:

          


Table of Contents


Kosmos Energy Ltd.

Clarendon House

2 Church Street

Hamilton HM 11, Bermuda
April 28, 2014
Dear Shareholder:
        You are cordially invited to attend the 2014 annual general meeting of shareholders of Kosmos Energy Ltd. to be held on Thursday, June 5, 2014, at 8:00 a.m., local time, at Rosewood Tucker's Point, 60 Tucker's Point Drive, Hamilton Parish, HS 02, Bermuda. For those of you who cannot attend the annual general meeting, we urge that you participate by indicating your choices on the enclosed proxy card and completing and returning it at your earliest convenience or by using the Internet voting site or toll-free number listed on the enclosed proxy card to submit your vote.
        The notice of annual general meeting and Proxy Statement accompanying this letter provide an outline of the business to be conducted at the meeting. At the meeting, the financial statements for the fiscal year ended December 31, 2013 and the auditor's report thereon will be laid before the shareholders in accordance with Bermuda law, and you will be asked to (i) elect eleven directors to the Board of Directors; (ii) appoint Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2014 and to authorize the Company's Audit Committee of the Board of Directors to determine their remuneration; (iii) provide a nonbinding, advisory vote to approve named executive officer compensation; and (iv) consider such other business as may properly come before the annual general meeting. I will also report on our progress during the past year and respond to shareholders' questions.
        It is important that your shares be represented at the annual general meeting, as a quorum of the shareholders must be present, either in person or by proxy, in order for the annual general meeting to take place. Even if you plan to attend the annual general meeting, we recommend that you vote your shares in advance as described above so that your vote will be counted if you later decide not to attend the annual general meeting. Your vote and participation in our governance are very important to us. Returning the proxy does not deprive you of your right to attend the meeting and to vote your shares in person.

 

 

 

 

 

Sincerely yours,



 


 

Andrew G. Inglis

Chairman and Chief Executive Officer


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NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS TO

BE HELD ON THURSDAY, JUNE 5, 2014
To the Shareholders of Kosmos Energy Ltd.:
        The annual general meeting of shareholders of KOSMOS ENERGY LTD., a Bermuda exempted company (the "Company"), will be held on Thursday, June 5, 2014, at 8:00 a.m., local time, at Rosewood Tucker's Point, 60 Tucker's Point Drive, Hamilton Parish, HS 02, Bermuda for the following purposes:
1.

To elect eleven directors to hold office until the 2015 annual general meeting of shareholders, and until their respective successors are elected;

2.

To appoint Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2014 and to authorize the Company's Audit Committee of the Board of Directors to determine their remuneration;

3.

To approve, on a nonbinding, advisory basis, named executive officer compensation; and

4.

To transact such other business as may properly come before the meeting, and any adjournment or postponement thereof.
        We will also present at the annual general meeting the financial statements for the year ended December 31, 2013 together with the auditor's report thereon. The Board of Directors of the Company has fixed the close of business on April 11, 2014 as the record date for the determination of shareholders on the Register of Members entitled to notice of, and to vote at, the meeting and any adjournment or postponement thereof. Only shareholders of record at the close of business on the record date are entitled to notice of, and to vote at, the meeting. The Register of Members as of the record date will be available for examination at the registered office of the Company during ordinary business hours beginning on April 28, 2014 and at the annual general meeting.
        A record of the Company's activities during 2013 and its financial statements as of and for the fiscal year ended December 31, 2013 are contained in the Company's 2013 Annual Report on Form 10-K. The Annual Report on Form 10-K does not form any part of the material for solicitation of proxies.
        All shareholders are cordially invited to attend the meeting. Shareholders are urged, whether or not they plan to attend the meeting, to complete, date and sign the accompanying proxy card and to return it promptly in the postage-paid return envelope provided, or, alternatively, to vote their proxy by telephone or the Internet according to the instructions on the proxy card. If a shareholder who has returned a proxy attends the meeting in person, the shareholder may revoke the proxy and vote in person in accordance with the procedures described herein on all matters submitted at the meeting.

 

 

 

 

 

By order of the Board of Directors,



 


 



 

 

 

Jason E. Doughty

Senior Vice President, General Counsel and

Corporate Secretary

April 28, 2014

Dallas, Texas


Table of Contents
Important Notice Regarding the Availability of Proxy Materials for the Annual General Meeting of Shareholders to be Held on June 5, 2014.     The Notice of Annual General Meeting of Shareholders, 2014 Proxy Statement, Proxy Card and 2013 Annual Report on Form 10-K are available under the SEC Filings link on the Investors' page of our website at www.kosmosenergy.com . On this site, you will also be able to access any amendments or supplements to the foregoing materials that are required to be furnished. Information contained on or connected to our website is not incorporated by reference into this Proxy Statement and should not be considered a part of this Proxy Statement or any other filing that we make with the U.S. Securities and Exchange Commission (the "SEC").


Table of Contents

TABLE OF CONTENTS



 

 

 

 

 

 


 

Page

 

GENERAL MATTERS

 

 

1

 

PROPOSAL 1—ELECTION OF DIRECTORS

 

 


4

 

PROPOSAL 2—APPOINTMENT OF INDEPENDENT AUDITORS

 

 


8

 

PROPOSAL 3—ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION

 

 


10

 

BOARD OF DIRECTORS, BOARD MEETINGS AND COMMITTEES

 

 


11

 

Board Composition

 

 

11

 

Board Leadership Structure

 

 

11

 

Director Independence

 

 

11

 

Board's Role in Risk Oversight

 

 

12

 

Meetings of the Board of Directors and Committees

 

 

12

 

Committees of the Board of Directors

 

 

13

 

Nomination of Directors

 

 

17

 

Compensation Committee Interlocks and Insider Participation

 

 

17

 

Code of Business Conduct and Ethics

 

 

17

 

Corporate Governance Guidelines

 

 

18

 

Shareholders Agreement

 

 

18

 

Communications with the Board

 

 

18

 

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

 

 


20

 

Procedures for Review of Transactions with Related Persons

 

 

20

 

STOCK OWNERSHIP MATTERS

 

 


21

 

Section 16(a) Beneficial Ownership Reporting Compliance

 

 

21

 

Security Ownership of Management and Certain Beneficial Owners

 

 

21

 

EXECUTIVE OFFICERS

 

 


25

 

EXECUTIVE COMPENSATION

 

 


28

 

Compensation Discussion and Analysis ("CD&A")

 

 

28

 

Compensation Committee Report

 

 

41

 

2013 Compensation

 

 

42

 

2013 Summary Compensation Table

 

 

42

 

2013 Grants of Plan-Based Awards

 

 

44

 

Outstanding Equity Awards at 2013 Fiscal Year-End

 

 

45

 

Option Exercises and Stock Vested During 2013

 

 

47

 

2013 Pension Benefits

 

 

47

 

2013 Nonqualified Deferred Compensation

 

 

47

 

Potential Payments Upon Termination or Change in Control

 

 

48

 

DIRECTOR COMPENSATION

 

 


54

 

2013 Director Compensation

 

 

54

 

Consulting Agreement with Mr. Kemp

 

 

55

 

2014 Director Compensation

 

 

56

 

EQUITY COMPENSATION PLAN INFORMATION

 

 


57

 

AUDIT COMMITTEE REPORT

 

 


58

 

HOUSEHOLDING

 

 


59

 

PROPOSALS OF SHAREHOLDERS

 

 


59

 


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