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):

December 4, 2012

 

KOSMOS ENERGY LTD.
(Exact Name of Registrant as Specified in its Charter)

 

Bermuda

 

001-35167

 

98-0686001

(State or other jurisdiction
of incorporation)

 

(Commission
File Number)

 

(I.R.S. Employer
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 Arrangements of Certain Officers

 

On December 4, 2012, upon the recommendation of the Nominating and Corporate Governance Committee of the Board of Directors (the “Board”) of Kosmos Energy Ltd. (the “Company”),  Mr. Lars H. Thunell was appointed as a member of the Board, effective immediately.  On December 6, 2012, upon the recommendation of the Nominating and Corporate Governance Committee of the Board, Sir Richard Billing Dearlove OBE, KCMG ,was appointed as a member of the Board, effective immediately. Mr. Lars Thunell’s and Sir Richard Dearlove’s committee assignments will be determined at a later date.

 

There are no transactions to which the Company or any of its subsidiaries is a party and in which either Mr. Lars Thunell or Sir Richard Dearlove has a direct or indirect material interest subject to disclosure under Item 404(a) of Regulation S-K.

 

In connection with their election to the Board, each of Mr. Lars Thunell and Sir Richard Dearlove will receive an annual cash retainer in the amount of $60,000 (pro-rated for 2012) for his service on the Board and an initial equity award of restricted shares with a grant date value of $140,000.  The number of restricted shares will be determined by dividing the grant date value of each of the awards by the average of the closing price of a common share of the Company on each of the 30 trading days prior to the grant date, rounded up to the nearest whole share.  Each of the equity awards will vest 25% on each of the first four anniversaries of the grant date.  The terms of the awards will be governed by the Company’s Long Term Incentive Plan and individual award agreements.

 

Further details regarding, among other things, Mr. Lars Thunell’s and Sir Richard Dearlove’s election as Directors are contained in a news release issued by the Company on December 7, 2012, which is attached hereto as Exhibit 99.1, is incorporated herein by reference.

 

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                                  News Release dated December 7, 2012.

 

2



 

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:

December 7, 2012

 

 

 

 

 

 

 

 

 

KOSMOS ENERGY LTD.

 

 

 

 

 

 

 

 

 

 

 

By:

/s/ W. Greg Dunlevy

 

 

 

 

W. Greg Dunlevy

 

 

 

 

Executive Vice President and Chief Financial Officer

 

3



 

INDEX TO EXHIBITS

 

Exhibit No.

 

Description

99.1

 

News Release dated December 7, 2012.

 

4


Exhibit 99.1

 

GRAPHIC

 

NEWS RELEASE

 

KOSMOS ENERGY APPOINTS SIR RICHARD B. DEARLOVE

AND LARS H. THUNELL TO BOARD OF DIRECTORS

 

DALLAS, Texas, December 7, 2012 – Kosmos Energy (NYSE: KOS) announced today the appointments of Sir Richard B. Dearlove, OBE, KCMG, and Lars H. Thunell to its Board of Directors, effective immediately. The additions increase the total number of directors of the Company’s Board to eleven.

 

Sir Richard B. Dearlove is master of Pembroke College at the University of Cambridge, U.K., a position he has held since retiring as the head of the British Secret Intelligence Service (MI6) in 2004. During his 38-year tenure with MI6, Sir Richard served in multiple international locations, before returning to the U.K. as director of personnel and administration in 1993. He also served as director of operations and assistant chief in advance of his appointment as head of MI6 in 1999. In 1984, Sir Richard was awarded an OBE (Officer of the Most Excellent Order of the British Empire), and in 2001 he was appointed a KCMG (Knight Commander of St. Michael and St. George) for his service. Sir Richard has held several trustee and advisory positions, including serving as a trustee of Kent School in Connecticut, honorary fellow of Queens’ College, University of Cambridge, member of the international advisory board of AIG, senior advisor to the Monitor Group, chairman of Ascot Underwriting, member of the advisory board of IrisGuard, member of the advisory board of New Venture Partners, chairman of trustees of the Cambridge Union Society and member of the strategic advisory board of TimeSight Systems. He received a master of arts degree in history from Queen’s College, Cambridge.

 

Lars H. Thunell retired in 2012 as executive vice president and CEO of the International Finance Corporation (IFC), part of the World Bank Group, following a distinguished career of more than 30 years in both the financial sector and industry. During his career, Thunell has held top leadership positions with several prominent Swedish financial and international businesses. Prior to joining the IFC in 2006, he was CEO of SEB, Sweden’s top corporate bank. He has also served as executive vice president and deputy CEO of Nordbanken and executive vice president of ABB Ltd. Thunell is a member of the board of Standard Chartered as well as non-executive vice chairman of Sithe Global. He received a PhD from the University of Stockholm and was a research fellow at the Harvard University Center for International Affairs.

 

John R. Kemp III, chairman of the Board, commented, “The appointments of Sir Richard Dearlove and Lars Thunell to our Board of Directors reflect the expanding global reach of Kosmos as an organization, as well as our commitment to best-in-class governance and business integrity.”

 

Brian F. Maxted, CEO and director, added, “Both Sir Richard and Lars bring extensive leadership, sound business acumen, and a wealth of knowledge and experience to the Kosmos Board. We are delighted and honored to have them join us.”

 

(more)

 



 

About Kosmos Energy

 

Kosmos Energy is a leading independent oil and gas exploration and production company focused on frontier and emerging areas in 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 Mauritania, 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 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.

 

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CONTACT:

Investor Relations

Brad Whitmarsh

+1.214.445.9772

bwhitmarsh@kosmosenergy.com