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 7, 2015

 

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

 

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:

 

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 7, 2015, the Board of Directors (the “Board”) of Kosmos Energy Ltd. (the “Company”) appointed Mr. Yves-Louis Darricarrère as a member of the Board, effective immediately. Mr. Darricarrère’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 Mr. Darricarrère 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. Darricarrère and any other persons pursuant to which he was appointed to the Board. There are no family relationships between Mr. Darricarrère and any director, executive officer, or any person nominated or chosen by the Company to become a director or executive officer.

 

Mr. Darricarrère 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 who are not affiliated with the Company’s significant shareholders (as such arrangement may be adjusted by the Compensation Committee of the Board from time to time), which is described in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 28, 2015.

 

The Company is filing a copy of the press release announcing Mr. Darricarrère’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

99.1

 

Press Release dated December 9, 2015

 

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 9, 2015

 

 

 

 

KOSMOS ENERGY LTD.

 

 

 

 

 

 

 

By:

/s/ Thomas P. Chambers

 

 

Thomas P. Chambers

 

 

Senior Vice President and Chief Financial Officer

 

3



 

INDEX TO EXHIBITS

 

Exhibit No.

 

Description

99.1

 

Press Release dated December 9, 2015

 

4


Exhibit 99.1

 

NEWS RELEASE

 

KOSMOS ENERGY APPOINTS YVES-LOUIS DARRICARRÈRE TO BOARD OF DIRECTORS

 

DALLAS — (BUSINESS WIRE) — December 9, 2015 — Kosmos Energy (NYSE: KOS) announced today that Yves-Louis Darricarrère has been appointed to its Board of Directors effective immediately.

 

Mr. Darricarrère retired earlier this year from Total S.A. after a distinguished thirty-seven year career in which he served most recently as Executive Vice President of Total S.A., and President of Total Upstream, with responsibility for all group upstream activities in more than forty countries on five continents. Mr. Darricarrère is a graduate of the Ecole Nationale Supèrieure des Mines and Institut d’Etudes Politiques, both in Paris, and he holds a master’s degree in economic science. He is also a chevalier de la Lègion d’Honneur (Knight of the French Legion of Honour). Mr. Darricarrère is currently a Senior Advisor with Lazard, a multinational financial advisory and asset management firm, as well as a Senior Lecturer in energy geopolitics at the Institut d’Etudes Politiques de Paris.

 

Commenting on the appointment of Mr. Darricarrère, Kosmos’ Chairman and Chief Executive Officer Andrew G. Inglis said: “We are delighted to have Yves-Louis join our Board of Directors at this important time in the company’s history. With our growing production in Ghana, two major discoveries offshore Mauritania in 2015, and a strong exploration portfolio, Kosmos has a bright future. Given his extensive experience managing major exploration and production projects while with Total, I am confident that Yves-Louis will bring deep industry knowledge and fresh perspective to our Board.”

 

About Kosmos Energy

 

Kosmos Energy is a leading independent oil and gas exploration and production company focused on frontier and emerging areas along the Atlantic Margin. Our assets include existing production and other major development projects offshore Ghana, as well as exploration licenses with significant hydrocarbon potential offshore Mauritania, Portugal, Sao Tome and Principe, Senegal, Suriname, Morocco and Western Sahara. 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 2014 Corporate Responsibility Report. 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 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.

 

Contacts

 

Investor Relations

Neal Shah, +1-214-445-9628

nshah@kosmosenergy.com

or

Rhys Williams, +1-214-445-9693

rwilliams@kosmosenergy.com

or

Media Relations

Thomas Golembeski, +1-214-445-9674

tgolembeski@kosmosenergy.com