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We are providing these proxy materials in connection with the
Energy, Inc. as ‘‘we,’’ ‘‘us,’’ ‘‘our company,’’ ‘‘Cobalt’’ or the
solicitation of proxies by the Board of Directors of Cobalt
‘‘Company.’’ The proxy materials, including this proxy statement,
International Energy, Inc. for the 2015 Annual Meeting of
proxy card or voting instructions and our 2014 annual report, are
Stockholders (the ‘‘Annual Meeting’’)
. In this proxy statement, we being distributed and made available on or about March 20, 2015.
refer to the Board of Directors as the ‘‘Board’’ and Cobalt International
Record Date and Voting Securities
The Board fixed the close of business on March 3, 2015 as the record stock, $0.01 par value per share, of which 414,457,235 shares were
date for the determination of stockholders entitled to notice of and to vote outstanding as of the close of business on the record date. Each
at the Annual Meeting. Our only outstanding voting stock is our common 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 specific voting instructions, your shares will be voted in accordance
submit a proxy to vote your shares by either (i) visiting with the Board’s recommendations as follows:
and following the instructions to vote your
The election of three Class III directors to serve a
shares on the website, or (ii) dialing (800) 690-6903 and following the
three-year term until the 2018 Annual Meeting of Stockholders, and
voice prompts to vote your shares, or (iii) requesting a paper copy of
until their respective successors are duly elected and qualified;
the proxy materials, including a proxy card, and following the
instructions included on the proxy card. If a bank, broker or other
The ratification of the appointment of Ernst &
nominee holds your shares, you will receive voting instructions directly Young LLP, as our independent auditors for the fiscal year ending
from the holder of record.
December 31, 2015;
When using internet or telephone voting, the voting systems will verify
The approval, on an advisory basis, of our named
that you are a stockholder through the use of a company number for
executive officer compensation; and
Cobalt International Energy, Inc. and a unique control number for you.
The approval of the Cobalt International
If you vote by internet or telephone, please do not also mail a
Energy, Inc. 2015 Long Term Incentive Plan.
proxy card
.
If other matters properly come before the Annual Meeting, the
All shares represented by valid proxies that we receive through
persons appointed to vote the proxies will vote on such matters in
whichever method above you use to transmit your instructions, and
accordance with their best judgment. Such persons also have
that are not revoked, will be voted in accordance with your
discretionary authority to vote to adjourn the Annual Meeting,
instructions on the proxy. If you properly submit a proxy without giving
including for the purpose of soliciting proxies to vote in accordance
with the Board’s recommendations on any of the above items.
Revoking Your Proxy
You may revoke your proxy at any time before it is exercised by:
Attending the Annual Meeting and voting in person.
Delivering to our executive offices (Attention: Secretary) a written Our executive offices are located at the Cobalt Center, 920 Memorial
notice of revocation; or
City Way, Suite 100, Houston, Texas 77024. Attendance at the
Annual Meeting will not in itself constitute the revocation of your proxy.
Delivering to our executive offices (Attention: Secretary) a duly
executed proxy bearing a later date; or
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
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KEY INFORMATION
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’’ Proposal 1:
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’’ Proposal 2:
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’’ Proposal 3:
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’’ Proposal 4:
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