KEY INFORMATION
We are providing these proxy materials in
connection with the solicitation of proxies by
the Board of Directors of Cobalt International
Energy, Inc. for the 2016 Annual Meeting of
Stockholders (the “Annual Meeting”)
. In this
proxy statement, we refer to the Board of
Directors as the “Board” and Cobalt International
Energy, Inc. as “we,” “us,” “our company,”
“Cobalt” or the “Company.” The proxy materials,
including this proxy statement, proxy card or
voting instructions and our 2015 annual report,
are being distributed and made available on or
about March 18, 2016.
Record Date and Voting Securities
The Board fixed the close of business on
March 1, 2016 as the record date for the
determination of stockholders entitled to notice of
and to vote at the Annual Meeting. Our only
outstanding voting stock is our common stock,
$0.01 par value per share, of
which
415,077,987 shares were outstanding as of the
close of business on the record date. Each
outstanding share of common stock is entitled to
one vote.
Voting by Proxy
Whether or not you plan to attend the Annual
Meeting, you may submit a proxy to vote your
shares
by
either
(i)
visiting
and following the
instructions to vote your shares on the website, or
(ii) dialing (800) 690-6903 and following the voice
prompts to vote your shares, or (iii) requesting a
paper copy of the proxy materials, including a
proxy card, and following the instructions included
on the proxy card. If a bank, broker or other
nominee holds your shares, you will receive voting
instructions directly from the holder of record.
When using internet or telephone voting, the
voting systems will
verify that you are a
stockholder through the use of a company
number for Cobalt International Energy, Inc. and a
unique control number for you.
If you vote by
internet or telephone, please do not also mail
a proxy card.
All shares represented by valid proxies that we
receive through whichever method above you use
to transmit your instructions, and that are not
revoked, will be voted in accordance with your
instructions on the proxy. If you properly submit a
proxy without giving specific voting instructions,
your shares will be voted in accordance with the
Board’s recommendations as follows:
“
FOR
” Proposal 1:
The election of three Class I
directors to serve a three-year term until the 2019
Annual Meeting of Stockholders, and until their
respective successors are duly elected and
qualified;
“
FOR
” Proposal
2:
The ratification of the
appointment of Ernst & Young LLP, as our
independent auditors for the fiscal year ending
December 31, 2016;
“
FOR
” Proposal 3:
The approval, on an advisory
basis, of our named executive officer
compensation; and
“
FOR
” Proposal 4:
The approval of the Cobalt
International Energy, Inc. Amended and Restated
Non-Employee Directors Compensation Plan.
If other matters properly come before the Annual
Meeting, the persons appointed to vote the
proxies will vote on such matters in accordance
with their best judgment. Such persons also have
discretionary authority to vote to adjourn the
Annual Meeting, including for the purpose of
soliciting proxies to vote in accordance with the
Board’s recommendations on any of the above
items.
Cobalt International Energy, Inc.
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