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Kosmos Energy (NYSE: KOS) 2026 meeting approves all proposals

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Kosmos Energy Ltd. held its 2026 annual meeting of stockholders, where 433,931,277 of 593,149,886 shares entitled to vote were represented, about 73.15% of the shares. Stockholders elected Class I directors Andrew G. Inglis and Maria Moraeus Hanssen to three-year terms ending at the 2029 meeting.

They also ratified Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026. In advisory votes, stockholders approved named executive officer compensation and an amendment and restatement of the Kosmos Energy Ltd. Long Term Incentive Plan.

Positive

  • None.

Negative

  • None.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Shares entitled to vote 593,149,886 shares 2026 annual meeting of stockholders
Shares represented 433,931,277 shares (~73.15%) 2026 annual meeting attendance
Votes for Andrew G. Inglis 330,744,174 votes Election as Class I director
Votes for Maria Moraeus Hanssen 311,320,495 votes Election as Class I director
Votes for auditor ratification 418,283,107 votes Ernst & Young LLP appointment for 2026
Votes for LTIP amendment 334,006,608 votes Amended Long Term Incentive Plan approval
broker non-votes financial
"Votes For | Votes Against | Abstain | Not Voted (Broker Non-Votes)"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
non-binding, advisory vote financial
"The compensation of the Company’s named executive officers was approved by a nonbinding, advisory vote"
independent registered public accounting firm financial
"To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
Long Term Incentive Plan financial
"To approve an amendment and restatement of the Kosmos Energy Ltd. Long Term Incentive Plan."
A long term incentive plan is a company program that awards executives and key employees bonuses—often in stock, options, or cash—only if the business meets multi-year performance goals. It links management pay to company results—like tying a coach’s bonus to a team’s multi-season record—so investors monitor it for how leaders are motivated, potential share dilution, and signals about the company’s long-term priorities.
Audit Committee of the Board of Directors financial
"and to authorize the Company’s Audit Committee of the Board of Directors to determine their remuneration."
Understanding 8-K Material Events →
false000150999100015099912026-05-282026-05-28


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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):
May 28, 2026

KOSMOS ENERGY LTD.
(Exact Name of Registrant as Specified in its Charter)
Delaware001-3516798-0686001
(State or other jurisdiction
of incorporation)
(Commission
File Number)		(I.R.S. Employer
Identification No.)
8176 Park Lane
Dallas,Texas75231
(Address of Principal Executive Offices)
(Zip Code)
Title of each classTrading SymbolName of each exchange on which registered:
Common Stock $0.01 par valueKOSNew York Stock Exchange
London Stock Exchange

Registrant’s telephone number, including area code: +1 214 445 9600

Not Applicable
(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 (see General Instruction A.2. below):

☐  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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Item 5.07 Submission of Matters to a Vote of Security Holders.

The 2026 Annual Meeting of Stockholders of Kosmos Energy Ltd. (the “Company”) was held on May 28, 2026. There were 593,149,886 shares of common stock entitled to vote at the meeting, and a total of 433,931,277 shares of common stock (approximately 73.15%) were represented at the meeting. The proposals voted upon at the 2026 Annual Meeting of Stockholders and the final results of the vote on each proposal were as follows:

Proposal 1 – To elect two Class I directors to a three-year term to serve until the 2029 annual stockholders meeting.

Each nominee for director was elected by a vote of the stockholders as follows:

Nominee

Votes For

Votes Against

Abstain
Not Voted (Broker Non-Votes)
Andrew G. Inglis330,744,1748,744,1931,518,97892,923,932
Maria Moraeus Hanssen311,320,49528,147,9911,538,85992,923,932

Proposal 2 - To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026 and to authorize the Company’s Audit Committee of the Board of Directors to determine their remuneration.

The proposal was approved by a vote of the stockholders as follows:
Votes For
Votes Against

Abstain
418,283,10714,081,2681,566,902

Proposal 3 - To provide a non-binding, advisory vote to approve named executive officer compensation.

The compensation of the Company’s named executive officers was approved by a nonbinding, advisory vote of the stockholders as follows:
Votes For
Votes Against
Abstain
Not Voted
(Broker Non-Votes)
328,035,64210,098,9522,872,75192,923,932

Proposal 4 - To approve an amendment and restatement of the Kosmos Energy Ltd. Long Term Incentive Plan.

The proposal was approved by a vote of the stockholders as follows:
Votes For
Votes Against
Abstain
Not Voted
(Broker Non-Votes)
334,006,6084,222,1192,778,61892,923,932















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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



Date: May 28, 2026

KOSMOS ENERGY LTD.
By:
/s/ JOSH R. MARION
Josh R. Marion
Senior Vice President, General Counsel and Corporate Secretary






3

Source: View Original Filing on SEC EDGAR

FAQ

What did Kosmos Energy (KOS) stockholders vote on at the 2026 annual meeting?

Stockholders voted on electing two Class I directors, ratifying Ernst & Young LLP as auditor, approving named executive officer compensation, and approving an amendment and restatement of the Kosmos Energy Ltd. Long Term Incentive Plan.

What was shareholder turnout at the Kosmos Energy (KOS) 2026 annual meeting?

A total of 433,931,277 shares were represented out of 593,149,886 shares entitled to vote, meaning approximately 73.15% of Kosmos Energy’s outstanding common stock participated in the 2026 annual meeting of stockholders.

Were Kosmos Energy (KOS) director nominees elected at the 2026 meeting?

Yes. Andrew G. Inglis received 330,744,174 votes for, and Maria Moraeus Hanssen received 311,320,495 votes for. Both were elected as Class I directors to three-year terms ending at the 2029 annual stockholders meeting.

Did Kosmos Energy (KOS) stockholders approve the auditor for 2026?

Yes. Stockholders approved the appointment of Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 418,283,107 votes for, 14,081,268 against, and 1,566,902 abstentions.

How did Kosmos Energy (KOS) stockholders vote on executive compensation?

In a non-binding advisory vote, stockholders approved named executive officer compensation, with 328,035,642 votes for, 10,098,952 against, 2,872,751 abstentions, and 92,923,932 broker non-votes recorded on this say-on-pay proposal.

What happened with Kosmos Energy’s Long Term Incentive Plan at the 2026 meeting?

Stockholders approved an amendment and restatement of the Kosmos Energy Ltd. Long Term Incentive Plan, with 334,006,608 votes for, 4,222,119 against, 2,778,618 abstentions, and 92,923,932 broker non-votes on this equity incentive plan proposal.

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