KOSMOS ENERGY LTD. (NYSE:KOS) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

KOSMOS ENERGY LTD. (NYSE:KOS) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02.Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

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Retirement of Brian F. Maxted as Chief Exploration Officer

On February 18, 2019,Kosmos Energy Ltd. (the “Company”) issued a press release (the “Press Release”) announcing that Mr. Brian F. Maxted has decided to retire as the Company’s current Chief Exploration Officer effective February 15, 2019. Following his retirement as Chief Exploration Officer, Mr. Maxted will remain as a director on the Company’s Board of Directors (the “Board”). As Mr. Maxted will no longer be an employee of the Company, in his capacity as a director he will now 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 definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 24, 2018 (the “Proxy Statement”).

In connection with his retirement, and in accordance with the Company’s executive retirement guidelines previously approved by the Compensation Committee of the Board, subject to Mr. Maxted’s satisfaction of certain requirements under the executive retirement guidelines (including his execution of a release of claims agreement), the Company has determined to waive the service-based vesting conditions applicable to any equity awards held by Mr. Maxted under the Company’s Long Term Incentive Plan that have been outstanding for at least one-year from the applicable grant date, and any such equity awards that are subject to performance-based vesting conditions will vest only to the extent the applicable performance goals are achieved.

to the terms of an Advisory Agreement with Mr. Maxted that was entered into upon his retirement (the “Advisory Agreement”), Mr. Maxted will provide certain advisory services to the Company in connection with the Company’s exploration efforts. Mr. Maxted will be entitled to receive $43,500 per quarter in arrears for his services under the Advisory Agreement plus reimbursement for expenses incurred. The Advisory Agreement will continue in effect until terminated by either the Company or Mr. Maxted.

A copy of the Press Release is attached hereto as Exhibit 99.1, and a copy of the Advisory Agreement is attached hereto as Exhibit 99.2 and each is incorporated herein by reference.

Item 9.01 Financial Statements and Other Exhibits

(d) Exhibits.

EXHIBIT INDEX

Exhibit No. Description
99.1 Press Release Dated February 18, 2019

Kosmos Energy Ltd. Exhibit
EX-99.1 2 dp102391_ex9901.htm EXHIBIT 99.1   Exhibit 99.1       NEWS RELEASE     KOSMOS ENERGY ANNOUNCES MANAGEMENT SUCCESSION   DALLAS,…
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About KOSMOS ENERGY LTD. (NYSE:KOS)

Kosmos Energy Ltd. (Kosmos) is a holding company. The Company is an independent oil and gas exploration and production company focused on frontier and emerging areas along the Atlantic Margin. The Company operates in the exploration and production of oil and natural gas segment. The Company’s assets include existing production and development projects offshore Ghana, large discoveries offshore Mauritania and Senegal, as well as exploration licenses with hydrocarbon potential offshore Portugal, Sao Tome and Principe, Suriname, Morocco and Western Sahara. The Company has operations in Africa, Europe and South America. Its discoveries in Ghana include Jubilee Field, TEN, Mahogany, Teak, Akasa and Wawa. The Company’s other discoveries in Mauritania include Ahmeyim and Marsouin, and Senegal include Guembeul. The Company’s West Cape Three Points (WCTP) Block and Deepwater Tano (DT) Block are located within the Tano Basin, offshore Ghana.

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