SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Roy A. Franklin to the Board of Directors
On June 10, 2021, Kosmos Energy Ltd. (the “Company”) issued a press release (the “Press Release”) announcing that the Board of Directors (the “Board”) appointed Mr. Roy A. Franklin to serve as a Class III director of the Company, effective June 9, 2021. Mr. Franklin will serve as a director until the 2022 annual meeting of stockholders, except in the event of his death, resignation or removal. Mr. Franklin has been appointed by the Board to serve as a member of the Audit Committee and the Nominating and Corporate Governance Committee.
There are no transactions to which the Company or any of its subsidiaries is a party and in which Mr. Franklin 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. Franklin and any other persons pursuant to which he was appointed to the Board. There are no family relationships between Mr. Franklin and any director, executive officer, or any person nominated or chosen by the Company to become a director or executive officer. In connection with his appointment, the Board determined that Mr. Franklin is independent under the Company's Corporate Governance Guidelines and within the meaning of the New York Stock Exchange (“NYSE”) and Securities and Exchange Commission (“SEC”) standards of independence for directors.
Mr. Franklin 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 (as such arrangement may be adjusted by the Compensation Committee of the Board from time to time), which is described in the Company’s 2021 Annual Proxy Statement.
The Company is filing a copy of the Press Release announcing Mr. Franklin’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.
|99.1||Press Release dated June 10, 2021|
|104||Cover Page Interactive Data File (embedded within the Inline XBRL document).|
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: June 10, 2021
|KOSMOS ENERGY LTD.|
|By:||/s/ Jason E. Doughty|
|Jason E. Doughty|
|Senior Vice President, General Counsel and Corporate Secretary|