UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): November 2, 2016
Cobalt International Energy, Inc.
(Exact name of registrant as specified in its charter)
| | | | |
| Delaware | | 001-34579 | | 27-0821169 |
(State or other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| |
Cobalt Center 920 Memorial City Way, Suite 100 Houston, Texas | | 77024 |
| (Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (713) 579-9100
N/A
(Former name or former address if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
On October 27, 2016, the Board of Directors (the “Board”) of Cobalt International Energy, Inc. (the “Company”) amended and restated the Company’s Bylaws to change the standard for the election of directors in uncontested elections from a plurality voting standard to a majority voting standard. Under the amended provisions, in a contested election, directors will continue to be elected by a plurality of the votes present in person or by proxy at the meeting and entitled to vote on the election of directors.
In connection with the amendment, the Board also amended the Company’s Corporate Governance Guidelines to require an incumbent director who fails to receive the required number of votes in an uncontested election to tender his or her resignation to the Board. The Corporate Governance Guidelines, as amended, provide that the Nominating and Corporate Governance Committee of the Board will act to determine whether to accept the director’s resignation and will submit such recommendation for prompt consideration by the Board. The Corporate Governance Guidelines, as amended, require that the Board disclose publicly its decision and rationale with respect to the tendered resignation within 90 days following certification of the stockholder vote.
The foregoing summary of the Amended and Restated Bylaws and the Corporate Governance Guidelines do not purport to be complete and are qualified in their entirety by reference to the full text of the Amended and Restated Bylaws, that are attached hereto as Exhibit 3.1 and incorporated by reference herein, and to the Corporate Governance Guidelines, as amended, which are available on the Company’s website at www.http://www.cobaltintl.com/about-us under the caption “Corporate Governance.”
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| | |
Exhibit No. | | Description |
| |
| 3.1 | | Amended and Restated Bylaws of Cobalt International Energy, Inc., effective as of October 27, 2016 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: November 2, 2016
| | |
| Cobalt International Energy, Inc. |
| |
| By: | | Jeffrey A. Starzec |
| Name: | | Jeffrey A. Starzec |
| Title: | | Executive Vice President and General Counsel |
EXHIBIT LISTING
| | |
Exhibit No. | | Description |
| |
| 3.1 | | Amended and Restated Bylaws of Cobalt International Energy, Inc., effective as of October 27, 2016 |
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