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 13, 2012
Dear Shareholder:
        You are cordially invited to attend the 2012 annual general meeting of shareholders of Kosmos Energy Ltd. to be held on Friday, May 11, 2012, at 8:00 a.m., local time, at The Fairmont Southampton, 101 South Shore Road, Southampton SN02, 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, 2011 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 nine 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, 2012 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; (iv) provide a nonbinding, advisory vote to approve the frequency of holding nonbinding, advisory votes to approve named executive officer compensation; and (v) 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,



 


 



 


 


 


Brian F. Maxted

Chief Executive Officer and Director


Table of Contents



NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

TO BE HELD ON FRIDAY, MAY 11, 2012
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 Friday, May 11, 2012, at 8:00 a.m., local time, at The Fairmont Southampton, 101 South Shore Road, Southampton SN02, Bermuda for the following purposes:
1.

To elect nine directors to hold office until the 2013 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, 2012 and to authorize the Company's Audit Committee of the Board of Directors to determine their remuneration;

3.

To provide a nonbinding, advisory vote to approve named executive officer compensation;

4.

To provide a nonbinding, advisory vote to approve the frequency of holding nonbinding, advisory votes to approve named executive officer compensation; and

5.

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, 2011 together with the auditor's report thereon. The Board of Directors of the Company has fixed the close of business on March 20, 2012 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 16, 2012 and at the annual general meeting.
        A record of the Company's activities during 2011 and its financial statements for the fiscal year ended December 31, 2011 are contained in the Company's 2011 Annual Report on Form 10-K. The Annual Report 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,



 


 



 


 


 


William S. Hayes

Senior Vice President, Legal and External Affairs, and Corporate Secretary

April 13, 2012

Dallas, Texas

 

 


Table of Contents
Important Notice Regarding the Availability of Proxy Materials for the Annual General Meeting of Shareholders to be Held on May 11, 2012. The Notice of Annual General Meeting of Shareholders, 2012 Proxy Statement, Proxy Card and 2011 Annual Report on Form 10-K are available on the SEC Filings page at investors.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


 


5


 


PROPOSAL 2—APPOINTMENT OF INDEPENDENT AUDITORS


 


8


 


PROPOSAL 3—ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION


 


10


 


PROPOSAL 4—ADVISORY VOTE TO APPROVE THE FREQUENCY OF HOLDING ADVISORY VOTES TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION


 


11


 


BOARD OF DIRECTORS, BOARD MEETINGS AND COMMITTEES


 


12


 

Board Composition

 

12

 

Board Leadership Structure

 

12

 

Director Independence

 

12

 

Board's Role in Risk Oversight

 

12

 

Meetings of the Board of Directors and Committees

 

13

 

Committees of the Board of Directors

 

14

 

Nomination of Directors

 

16

 

Compensation Committee Interlocks and Insider Participation

 

16

 

Code of Business Conduct and Ethics

 

17

 

Corporate Governance Guidelines

 

17

 

Shareholders Agreement

 

17

 

Communications with the Board

 

18

 


CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS


 


19


 


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


 


27


 

Compensation Discussion and Analysis ("CD&A")

 

27

 

Compensation Committee Report

 

39

 

2011 Summary Compensation Table

 

40

 

2011 Grants of Plan-Based Awards

 

42

 

Outstanding Equity Awards at 2011 Fiscal Year-End

 

43

 

Option Exercises and Stock Vested During 2011

 

44

 

2011 Pension Benefits

 

44

 

2011 Nonqualified Deferred Compensation

 

44

 

Potential Payments Upon Termination or Change in Control

 

44

 


2011 DIRECTOR COMPENSATION


 


47


 


EQUITY COMPENSATION PLAN INFORMATION


 


49


 


AUDIT COMMITTEE REPORT


 


50


 


HOUSEHOLDING


 


51


 


PROPOSALS OF SHAREHOLDERS


 


51


 


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