UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  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):

December 15, 2011

 

KOSMOS ENERGY LTD.

(Exact name of registrant as specified in its charter)

 

Bermuda

 

001-35167

 

98-0686001

(State or other jurisdiction

 

(Commission

 

(IRS Employer

of incorporation)

 

File Number)

 

Identification No.)

 

Clarendon House

 

 

2 Church Street

 

 

Hamilton, Bermuda

 

HM 11

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: +1 441 295 5950

 

 

(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))

 

 

 



 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.

 

On December 15, 2011, Kosmos Energy Ltd. (the “Company”) issued a press release announcing that it appointed Darrell L. McKenna as Chief Operating Officer of the Company, effective January 3, 2012 (the “Press Release”).  Mr. KcKenna, who is 54, joins the Company from Hess Corporation, a global integrated energy company involved in exploring and developing crude oil and natural gas, manufacturing refined petroleum products and marketing and trading refined petroleum products, natural gas and electricity.  Mr. McKenna held the following positions at Hess Corporation: General Manager of Amerada Hess Corp. Equatorial Guinea from 2004 to 2006; Vice President, Africa Business Unit from 2006 to 2008; Vice President, E&P Technology from 2008 to 2009; Vice President, Global Drilling and Completions from 2009 to 2010; and President of Hess Australia from 2010 to present.  A copy of the press release announcing Mr. McKenna’s appointment is attached hereto as Exhibit 99.1.

 

There is no family relationship between Mr. McKenna and any other executive officer or director of the Company, and there is no arrangement or understanding with any other person under which he was appointed.  There are no transactions to which the Company or any of its subsidiaries is a party and in which Mr. McKenna has a direct or indirect material interest subject to disclosure under Item 404(a) of Regulation S-K.

 

In connection with Mr. McKenna’s appointment as Chief Operating Officer of the Company, the Company will pay Mr. McKenna a base salary of $500,000 per year and a sign-on bonus of $600,000.  The Company will also grant Mr. McKenna a restricted stock award worth $2.5 million under the Company’s Long Term Incentive Plan.  The number of shares of restricted stock awarded to Mr. McKenna will be determined based on the Company’s closing stock price on the first of the month following Mr. McKenna’s date of employment.  Half of the restricted stock award will vest based on the Company’s total shareholder return relative to a peer group, and the other half will vest 25% on each of the first four anniversaries of the grant date.  All terms and conditions of the restricted stock award will be governed by the Company’s Long Term Incentive Plan, a description of which is incorporated herein by reference to the description provided under the caption “Long Term Incentive Plan and Awards” in Amendment No. 6 to the Company’s registration statement on Form S-1 filed by the Company with the Securities and Exchange Commission on April 25, 2011.  Mr. McKenna will also be eligible to receive a discretionary annual cash bonus pursuant to the Company’s Annual Incentive Plan, as may be determined by the compensation committee of the board of directors of the Company.

 

Mr. McKenna will also receive relocation and transitional assistance and certain other benefits customarily provided to the Company’s executive officers, and be eligible to participate in the Company’s 401(k) Plan and other benefit plans generally available to employees of the Company.

 

Item 7.01 Regulation FD Disclosure.

 

On December 15, 2011, the Company issued the Press Release.  A copy of the Press Release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

The information in this Form 8-K and Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liabilities of that Section.

 

2



 

Item 9.01 Financial Statements and Exhibits.

 

(d)                                 Exhibits.  The following exhibit is furnished as part of this current report on Form 8-K:

 

99.1

Press Release dated December 15, 2011 announcing the appointment of Darrell McKenna as Chief Operating Officer of the Company.

 

3



 

SIGNATURE

 

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.

 

 

 

 

KOSMOS ENERGY LTD.

 

 

 

 

 

 

 

 

Date: December 21, 2011

 

By:

/s/ W. Greg Dunlevy

 

 

 

W. Greg Dunlevy,

 

 

 

Chief Financial Officer and Executive Vice President

 

4



 

INDEX TO EXHIBITS

 

Exhibit No.

 

Description

 

 

 

99.1

 

Press Release dated December 15, 2011 announcing the appointment of Darrell McKenna as Chief Operating Officer of the Company.

 

5


Exhibit 99.1

 

 

NEWS RELEASE

 

KOSMOS ENERGY NAMES DARRELL MCKENNA AS CHIEF OPERATING OFFICER

 

DALLAS, Texas, December 15, 2011 — Kosmos Energy (NYSE: KOS) announced today that Darrell McKenna has been named as Chief Operating Officer. In this role, McKenna will be responsible for the Company’s global drilling, development, and production functions, as well as Kosmos’ health, environment, and safety programs, beginning January 3, 2012.

 

Prior to joining Kosmos Energy, McKenna held the position of President of Hess Australia for Hess Corporation. McKenna also served as Vice President of multiple functions at Hess Corporation, including Global Drilling and Completions, Exploration and Production Technology, as well as the Africa Business Unit. Before joining Hess, McKenna held multiple roles of increasing responsibility within the oil and gas industry, including 18 years with Mobil Oil Corporation. McKenna received a Bachelor of Science degree in Petroleum Engineering from the Montana School of Mineral Science and Technology.

 

“We are very fortunate to have Darrell join the Kosmos team. With over 30 years of energy and leadership experience, Darrell brings a very strong production and operational background to Kosmos Energy, including significant international and West Africa-specific expertise. We have significantly enhanced our capacity as an organization by adding Darrell, which will prove beneficial as we move forward with plans to significantly grow our existing production and discover new petroleum systems over the next few years,” said Brian F. Maxted, President and Chief Executive Officer.

 

About Kosmos Energy

 

Kosmos Energy Ltd. is a leading independent oil and gas exploration and production company focused on frontier and emerging areas in West Africa and South America. The Company’s asset portfolio includes existing production, major discoveries and exploration prospects offshore Ghana, as well as exploration licenses with significant hydrocarbon potential offshore Morocco and Suriname and onshore Cameroon. Kosmos is listed on the New York Stock Exchange and is traded under the ticker symbol KOS. 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 the Company expects, believes or anticipates will or may occur in the future are forward-looking statements. The Company’s 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 the Company 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 the Company. 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

 

(more)

 



 

uncertainties, many of which are beyond the control of the Company, 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 the Company’s Securities and Exchange Commission (“SEC”) filings. The Company’s SEC filings are available on the Company’s website at www.kosmosenergy.com. 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.

 

###

 

CONTACT:

Investor Relations

Brad Whitmarsh

+1.214.445.9772

bwhitmarsh@kosmosenergy.com