KEY INFORMATION
Revoking Your Proxy
You may revoke your proxy at any time before it is
exercised by:
1.
Delivering to our executive offices (Attention :
Secretary) a written notice of revocation; or
2.
Delivering to our executive offices (Attention :
Secretary) a duly executed proxy bearing a
later date; or
3.
Using the internet voting site or the toll-free
telephone number listed in the proxy materials
to deliver a duly executed proxy bearing a
later date; or
4.
Attending the Annual Meeting and voting in
person.
Our executive offices are located at the Cobalt
Center, 920 Memorial City Way, Suite 100,
Houston, Texas 77024. Attendance at the Annual
Meeting will not in itself constitute the revocation
of your proxy.
Attending the Annual Meeting
All stockholders, including stockholders of record
and stockholders who hold their shares through
banks, brokers, nominees or any other holders of
record, are invited to attend the Annual Meeting.
Stockholders of record can vote in person at the
Annual Meeting. If you are not a stockholder of
record, you must obtain a proxy executed in your
favor, from the record holder of your shares, such
as a broker, bank or other nominee, to be able to
vote in person at the Annual Meeting. If you plan
to attend the Annual Meeting,
please bring
photo identification.
If your shares are held in
the name of a broker or other nominee, please
bring with you a letter (and a legal proxy if you
wish to vote your shares) from the broker or
nominee confirming your ownership as of the
record date, which is March 1, 2016. Failure to
bring photo identification and such a letter may
delay your ability to attend or prevent you from
attending the Annual Meeting.
Quorum and Required Vote
Stockholders representing a majority of our
outstanding capital stock entitled to vote must be
present or represented by proxy in order to
constitute a quorum to conduct business at the
Annual Meeting. With respect to the election of
directors, our stockholders may vote in favor of all
of the nominees, may withhold their vote for all of
the nominees, or may withhold their vote as to
specific nominees. Under the Delaware General
Corporation Law, our certificate of incorporation
and our by-laws, the affirmative vote of the
majority of the votes cast affirmatively or
negatively at the Annual Meeting at which a
quorum is present and entitled to vote is required
to approve Proposals 2, 3 and 4 and a plurality of
the votes of the shares of our capital stock
present in person or represented by proxy at the
Annual Meeting and entitled to vote is required to
approve Proposal 1.
A vote withheld for a nominee in the election of
directors will have the same effect as a vote
against the nominee.
Brokers who hold shares in street name for
customers are required to vote shares in
accordance with instructions received from the
beneficial
owners. The New York Stock
Exchange’s (the “NYSE”) Rule 452 restricts when
brokers who are record holders of shares may
exercise discretionary authority to vote those
shares. Brokers are permitted to vote on
discretionary items if they have not received
instructions from the beneficial owners, but they
are not permitted to vote (a “broker non-vote”) on
non-discretionary items absent instructions from
the beneficial owner. With respect to the Annual
Meeting, Rule 452 prohibits such brokers from
exercising discretionary authority in the election of
Cobalt International Energy, Inc.
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