Table of Contents
PAGE
KEY INFORMATION
1
CORPORATE GOVERNANCE
4
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
12
PROPOSAL 1
ELECTION OF DIRECTORS
16
PROPOSAL 2
RATIFICATION OF APPOINTMENT OF
INDEPENDENT AUDITORS
24
PROPOSAL 3
ADVISORY VOTE ON NAMED EXECUTIVE
OFFICER COMPENSATION
26
PROPOSAL 4
APPROVAL OF THE COBALT
INTERNATIONAL ENERGY, INC. AMENDED
AND RESTATED NON-EMPLOYEE
DIRECTORS COMPENSATION PLAN
27
EXECUTIVE COMPENSATION
32
AUDIT COMMITTEE REPORT
60
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING
COMPLIANCE
61
HOUSEHOLDING
61
PROPOSALS OF STOCKHOLDERS
61
COBALT INTERNATIONAL ENERGY, INC. AMENDED AND
RESTATED NON-EMPLOYEE DIRECTORS COMPENSATION
PLAN
ANNEX A
