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):
July 18, 2019
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 Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered |
Common Stock, $0.01 Par Value |
KOS |
New York 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Steven Sterin to the Board of Directors
On July 19, 2019, Kosmos Energy Ltd. (the “Company”) issued a press release (the “Press Release”) announcing that the Board appointed Mr. Steven Sterin to serve as a Class III director of the Company, effective as of July 18, 2019. Mr. Sterin will serve as a director until the 2022 annual meeting of the stockholders, except in the event of his death, resignation or removal. Mr. Sterin has been appointed by the Board to serve as a member of the Audit Committee and the Health, Safety, and Environment Committee.
There are no transactions to which the Company or any of its subsidiaries is a party and in which Mr. Sterin has a direct or indirect material interest subject to disclosure under Item 404(a) of Regulation S-K. There are no arrangements or understandings between Mr. Sterin and any other persons pursuant to which he was appointed to the Board. There are no family relationships between Mr. Sterin and any director, executive officer, or any person nominated or chosen by the Company to become a director or executive officer.
Mr. Sterin will be entitled to receive cash retainers and equity awards under the Company’s Long Term Incentive Plan for his Board and any committee service, in accordance with the Company’s standard compensation arrangement for non-employee directors (as such arrangement may be adjusted by the Compensation Committee of the Board from time to time), which is described in the Company’s Proxy Statement.
The Company is filing a copy of the Press Release announcing Mr. Sterin’s appointment to the Board as Exhibit 99.1 hereto, which is incorporated by reference to this Item 5.02.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. |
Description | |
| Press Release dated July 19, 2019 |
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: July 19, 2019
| KOSMOS ENERGY LTD. | |||
| By: | /s/ Jason E. Doughty | ||
| Jason E. Doughty | |||
| Senior Vice President, General Counsel and Corporate Secretary | |||
Exhibit 99.1
NEWS RELEASE
KOSMOS ENERGY STRENGTHENS BOARD OF DIRECTORS
DALLAS, July 19, 2019 – Kosmos Energy (NYSE: KOS) (LSE: KOS) announced today that Mr. Steven Sterin has joined its Board of Directors, effective as of July 18, 2019.
Mr. Sterin is a senior executive with more than 25 years of extensive oil and gas, manufacturing, and financial experience. Mr. Sterin currently serves on the Board of Directors of DuPont de Nemours, Inc. and is the Chair of its Audit Committee and a member of its Environment, Health, Safety and Sustainability Committee. He also serves as a Senior External Advisor to McKinsey & Company.
Most recently, Mr. Sterin was Executive Vice President and Chief Financial Officer of Andeavor and Andeavor Logistics from 2014 until the merger with Marathon Petroleum Company in October 2018. He also served as President of Andeavor Logistics from 2017 to October 2018 and was a member of the Board of Directors for Andeavor Logistics GP, LLC from 2014 to 2018. He was also responsible for Corporate Strategy & Business Development for both companies from 2016-2017. Before joining Andeavor, Mr. Sterin was the Senior Vice President and Chief Financial Officer for Celanese Corporation, a global technology and specialty material company, a position he held for seven years. Prior to that, he served as Corporate Controller and Principal Accounting Officer for Celanese, as well as held other financial and business leadership roles. Mr. Sterin holds a Master’s degree in Professional Accounting and a Bachelor’s degree in Business Administration and Accounting, which he earned concurrently at the University of Texas at Austin. He is also a Certified Public Accountant in Texas.
“We are delighted to have Steven join Kosmos’ Board of Directors,” said Andrew G. Inglis, Chairman and Chief Executive Officer. “He has a successful track record of delivering shareholder value as part of the executive leadership of Celanese and Andeavor. I am confident he will provide extensive financial expertise and fresh insights as we continue to build a full-cycle exploration and production company.”
About Kosmos Energy
Kosmos is a full-cycle deepwater independent oil and gas exploration and production company focused on the Atlantic Margins. Our key assets include production offshore Ghana, Equatorial Guinea and U.S. Gulf of Mexico, as well as a world-class gas development offshore Mauritania and Senegal. We also maintain a sustainable exploration program balanced between proven basin infrastructure-led exploration (Equatorial Guinea and U.S. Gulf of Mexico), emerging basins (Mauritania, Senegal and Suriname) and frontier basins (Cote d'Ivoire, Namibia and Sao Tome and Principe). Kosmos is listed on the New York Stock Exchange and London Stock Exchange and is traded under the ticker symbol KOS. As an ethical and transparent company, Kosmos is committed to doing things the right way. The Company’s Business Principles articulate our commitment to transparency, ethics, human rights, safety and the environment. Read more about this commitment in the Kosmos 2018 Corporate Responsibility Report. For additional information, visit www.kosmosenergy.com.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements, other than statements of historical facts, included in this press release that address activities, events or developments that Kosmos expects, believes or anticipates will or may occur in the future are forward-looking statements. Kosmos’ estimates and forward-looking statements are mainly based on its current expectations and estimates of future events and trends, which affect or may affect its businesses and operations. Although Kosmos believes that these estimates and forward-looking statements are based upon reasonable assumptions, they are subject to several risks and uncertainties and are made in light of information currently available to Kosmos. When used in this press release, the words “anticipate,” “believe,” “intend,” “expect,” “plan,” “will” or other similar words are intended to identify forward-looking statements. Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of Kosmos, which may cause actual results to differ materially from those implied or expressed by the forward-looking statements. Further information on such assumptions, risks and uncertainties is available in Kosmos’ Securities and Exchange Commission (“SEC”) filings. Kosmos undertakes no obligation and does not intend to update or correct these forward-looking statements to reflect events or circumstances occurring after the date of this press release, except as required by applicable law. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. All forward-looking statements are qualified in their entirety by this cautionary statement.
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CONTACT:
Investor Relations
Jamie Buckland
+44 (0) 203 954 2831
jbuckland@kosmosenergy.com
Rhys Williams
+1-214-445-9693
rwilliams@kosmosenergy.com
Media Relations
Thomas Golembeski
+1-214-445-9674
tgolembeski@kosmosenergy.com