4APR201112322366
23MAR201014112149
NOTICE OF 2015 ANNUAL MEETING OF
STOCKHOLDERS
8:00 a.m. Central Time
Westin Houston Memorial City Hotel
The Wisteria Ballroom
945 Gessner Road
Houston, Texas 77024
Our 2015 Annual Meeting of Stockholders of Cobalt International Energy, Inc. will be held on Thursday, April 30, 2015 at
8:00 a.m. Central Time in the Wisteria 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:
To elect three Class III directors to serve a three-year term until the 2018 Annual Meeting of Stockholders, or until their
respective successors are duly elected and qualified;
To ratify the appointment of Ernst & Young LLP, as our independent auditors for the fiscal year ending December 31, 2015;
To approve, on an advisory basis, named executive officer compensation;
To approve the Cobalt International Energy, Inc. 2015 Long Term Incentive Plan; and
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 3, 2015
. 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 20, 2015
April 30, 2015
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