NOTICE OF 2016 ANNUAL MEETING OF
STOCKHOLDERS
April 28, 2016
8:00 a.m. Central Time
Westin Houston Memorial City Hotel
The Azalea Ballroom
945 Gessner Road
Houston, Texas 77024
Our 2016 Annual Meeting of Stockholders of Cobalt International Energy, Inc. will be held on
Thursday, April 28, 2016 at 8:00 a.m. Central Time in the Azalea Ballroom of the Westin Houston
Memorial City Hotel located at 945 Gessner Road, Houston, Texas 77024.
The purpose of the Annual Meeting is to consider and take action on the following:
1.
To elect three Class I directors to serve a three-year term until the 2019 Annual Meeting of
Stockholders, or until their respective successors are duly elected and qualified;
2.
To ratify the appointment of Ernst & Young LLP, as our independent auditors for the fiscal year
ending December 31, 2016;
3.
To approve, on an advisory basis, named executive officer compensation;
4.
To approve the Cobalt International Energy, Inc. Amended and Restated Non-Employee Directors
Compensation Plan; and
5.
To transact such other business as may properly come before the annual meeting.
You are entitled to notice of and to vote at the Annual Meeting (or any adjournment or postponement
thereof) if you were a stockholder of record and entitled to vote on
March 1, 2016
. In accordance with
Delaware law, for 10 days prior to the Annual Meeting, a list of those registered stockholders entitled to
vote at the Annual Meeting will be available for inspection in the office of the Secretary, Cobalt
International Energy, Inc., Cobalt Center, 920 Memorial City Way, Suite 100, Houston, Texas 77024. The
list also will be available at the Annual Meeting.
Your vote is important regardless of the size of your holdings. Please take the time to vote by following the
internet or telephone voting instructions provided in the proxy materials. If you requested and received a paper
copy of the proxy card, you may also vote by completing and mailing the proxy card in the postage-prepaid
envelope provided for your convenience. You may also attend and vote at the Annual Meeting.
If you plan to attend the Annual Meeting in person, you will need to 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 and photo identification.
By Order of the Board of Directors:
Jeffrey A. Starzec
Executive Vice President, General Counsel and Secretary
Houston, Texas
March 18, 2016
