Cobalt International Energy, Inc. (NYSE:CIE) Files An 8-K Submission of Matters to a Vote of Security Holders
Item5.07.
|
Submission of Matters to a Vote of Security Holders. |
The annual meeting of the stockholders of Cobalt International
Energy, Inc. (the Company) was held on May2, 2017. There were
448,309,776 shares of common stock entitled to vote at the
meeting and a total of 396,224,172 shares of common stock
(approximately 88%) were represented at the meeting.
The proposals voted upon at the annual meeting and the final
results of the vote on each proposal were as follows:
Proposal 1 The approval of the proposed amendment to the
Companys Amended and Restated Certificate of Incorporation to
provide for the declassification of the Companys board of
directors
The amendment was approved by a vote of the stockholders as
follows:
|
For |
Against |
Abstain |
BrokerNon-Votes |
|||||||
|
346,048,047 |
2,122,210 | 354,049 | 47,699,866 |
Proposal 2 The election of two directors to serve a
one-year term until the 2018 Annual Meeting of Stockholders, or
until their respective successors are duly elected and
qualified
Each nominee for director was elected by a vote of the
stockholders as follows:
|
Nominees |
For | Against | Abstain | BrokerNon-Votes | ||||||||||||
|
KennethW.Moore |
346,577,929 | 1,759,341 | 187,036 | 47,699,866 | ||||||||||||
|
MylesW.Scoggins |
346,519,922 | 1,772,484 | 231,900 | 47,699,866 |
Proposal 3 The ratification of the appointment of Ernst
Young LLP, as the Companys independent auditors for the fiscal
year ending December31, 2017
The proposal was approved by a vote of the stockholders as
follows:
|
For |
Against |
Abstain |
||||||
|
392,747,605 |
2,005,435 | 1,471,132 |
Proposal 4 Advisory vote on the frequency of executive
compensation advisory vote
The stockholders approved on an advisory, non-binding basis, that
an advisory vote on the compensation of the Companys named
executive officers should take place every year as follows:
|
One-Year |
Two-Year |
Three-Year |
Abstain |
|||||||||
|
335,714,973 |
380,996 | 12,060,085 | 368,252 |
The Companys board of directors, taking into account various
considerations, including the non-binding advisory vote of
the Companys shareholders on the frequency of the advisory vote
on executive compensation at the Companys 2017 Annual General
Meeting of Shareholders, determined that the Company will hold a
non-binding advisory vote on executive compensation on an annual
basis.
Proposal 5
Advisory vote on executive compensation to approve the
compensation of the Companys named executive officers as
disclosed in its proxy statement
The stockholders
approved on an advisory, non-binding basis, the compensation of
the Companys named executive officers as follows:
|
For |
Against |
Abstain |
BrokerNon-Votes |
|||||||
|
342,014,888 |
5,973,929 | 535,489 | 47,699,866 |
Proposal 6
The approval of the Companys Second Amended and Restated
Non-Employee
Directors Compensation Plan
The Companys Amended and
Restated Non-Employee Directors Compensation Plan was approved by
a vote of the stockholders as follows:
|
For |
Against | Abstain | BrokerNon-Votes | |||
|
332,086,957 |
16,089,479 | 347,870 | 47,699,866 |
| * |
One of the proxyadvisory firms recommended against Proposal 6 because the Companys Second Amended and Restated Non-Employee Directors Compensation Plan (the Plan) permits the granting of performance-based awards. No performance-based awards have been granted under the prior plan, nor does the Company intend to grant any performance-based awards under the Plan in the future. |
Proposal 7 The
approval of a proposed amendment to the Companys Amended and
Restated Certificate of Incorporation to effect, solely at the
discretion of the board of directors, a reverse stock split and
proportionate reduction in the number of authorized shares of
common stock
The proposed amendment was
approved by a vote of the stockholders as follows:
|
For |
Against | Abstain | ||
|
389,535,914 |
4,930,581 | 1,757,677 |
This Current Report on Form
8-K contains includes forward-looking statements within the
meaning of the federal securities laws, including the safe harbor
provisions of the Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934 that is,
statements related to future, not past, events. Forward-looking
statements are based on current expectations and include any
statement that does not directly relate to a current or
historical fact. In this context, forward-looking statements
often address Cobalts expected future business and financial
performance, and often contain words such as anticipate, believe,
may, will, aim, estimate, continue, intend, could, expect, plan,
and other similar words. These forward-looking statements involve
certain risks and uncertainties that ultimately may not prove to
be accurate. Actual results and future events could differ
materially from those anticipated in such statements. For further
discussion of risks and uncertainties, individuals should refer
to Cobalts SEC filings. Cobalt disclaims any obligation or
undertaking, and does not intend, to update these forward-looking
statements to reflect events or circumstances occurring after
this press release, other than as required by 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.
About Cobalt International Energy, Inc. (NYSE:CIE)
Cobalt International Energy, Inc. is an independent exploration and production company. The Company has its operations focused in the deepwater United States Gulf of Mexico. The Company also has a non-operated interest in the Diaba Block offshore Gabon in West Africa. The Company’s exploration efforts in the United States Gulf of Mexico has resulted in four oil and natural gas discoveries including the North Platte, Shenandoah, Anchor and Heidelberg fields. The Heidelberg field commenced its production and the North Platte, Shenandoah and Anchor field are in various stages of appraisal and development. The Company has drilled nine exploratory wells, three appraisal wells and four development wells (one of, which was drilled to be used as a pressure-maintenance well in the Cameia development) in the northern pre-salt Kwanza Basin offshore Angola, and one exploratory well in the pre-salt deepwater region offshore Gabon. The Company’s fifteen wells has been finding pre-salt hydrocarbons. Cobalt International Energy, Inc. (NYSE:CIE) Recent Trading Information
Cobalt International Energy, Inc. (NYSE:CIE) closed its last trading session down -0.041 at 0.329 with 9,481,315 shares trading hands.
