Not independent
Tenure on this board
12.4 yrs
Meeting calendar
KOS · Annual meeting · Thursday, May 28, 2026
Kosmos Energy Ltd
2 nominees · 4 ballot items.
Elect two Class I directors; ratify Ernst & Young LLP as independent auditors and authorize the Audit Committee to set their remuneration; provide a non-binding advisory vote to approve named executive officer compensation; and approve an amendment and restatement of the Long Term Incentive Plan increasing the share reserve and updating governance provisions.
Market cap
$1.3B
1Y TSR
+7.4%
Board grade
C-
Record date
Mar 30, 2026
Filing
DEF 14A
Meeting concluded · May 28, 2026
Follow how the vote landed and what changed on Kosmos Energy Ltd’s board — director track records, governance grades, and ongoing monitoring — on the Boardroom Alpha platform.
Proposals
On the ballot4
- 1
Election of two Class I directors to a three-year term
ManagementBoard: FORElect two Class I directors (Andrew G. Inglis and Maria Moræus Hanssen) to serve three-year terms expiring at the 2029 annual meeting.
- 2
Ratification of appointment of Ernst & Young LLP as independent registered public accounting firm for 2026
ManagementBoard: FORRatify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 and authorize the Audit Committee to determine their remuneration.
- 3
Advisory vote to approve named executive officer compensation (Say-on-Pay
ManagementBoard: FORNon-binding, advisory vote to approve the 2025 compensation of the named executive officers as disclosed in the proxy statement (CD&A, compensation tables and narrative).
- 4
Approval of amendment and restatement of the Kosmos Energy Ltd. Long Term Incentive Plan (LTIP
ManagementBoard: FORApprove an amendment and restatement of the LTIP to increase the share reserve by 16,000,000 common shares and incorporate governance updates (minimum vesting, dividend restrictions, anti-repricing, individual and director limits, no evergreen, clawback language).
More detail
This proposal seeks shareholder approval to amend and restate the LTIP primarily to add 16,000,000 shares to the plan reserve and to codify certain governance-friendly provisions. Management explains the increase is required to continue competitive annual and new hire equity grants (the company had ~2.79 million shares available as of February 26, 2026) and estimates the additional shares represent approximately 2.7% of fully-diluted shares as of March 12, 2026. The amended plan reiterates and in some cases tightens best practices: one-year minimum vesting (with narrow exceptions), prohibition on dividend equivalents before vesting, prohibition on option/SAR repricing without shareholder approval, no evergreen, clawback authority, individual per-calendar-year limits and a $750,000 cap on non-employee director compensation. The Board and Compensation Committee considered historical burn rate, competitive positioning, consultant advice, and potential dilution in recommending the increase; they argue that failing to approve the increase would impair the company’s ability to attract and retain talent or force a shift to cash-based awards that are less aligned with shareholders. Shareholders should weigh the modest incremental dilution against the strategic need to retain and incentivize management and employees and the governance protections included in the amended plan. The Board recommends a vote FOR the amendment and restatement on those bases.
Director elections
Nominees on the ballot2
Independent
Tenure on this board
3.2 yrs
Also a director at
Slb Limited (SLB)
Ownership
Latest 13F quarterTop institutional holders10
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | STATE STREET CORP | 4.8% | 28,247,797 | $79M |
| 2 | Equinox Partners Investment Management LLC | 3.5% | 20,678,033 | $57M |
| 3 | D. E. Shaw Co., Inc.Activist | 3.4% | 20,247,384 | $56M |
| 4 | HOTCHKIS WILEY CAPITAL MANAGEMENT LLC | 3.4% | 20,051,601 | $56M |
| 5 | BlackRock, Inc. | 3.2% | 19,082,800 | $53M |
| 6 | TWO SIGMA INVESTMENTS, LP | 3.1% | 18,680,328 | $52M |
| 7 | Grantham, Mayo, Van Otterloo Co. LLC | 3.1% | 18,307,718 | $51M |
| 8 | BlackRock, Inc. | 2.6% | 15,479,687 | $43M |
| 9 | CHARLES SCHWAB INVESTMENT MANAGEMENT INC | 2.4% | 14,135,448 | $39M |
| 10 | MILLENNIUM MANAGEMENT LLC | 2.1% | 12,632,904 | $35M |
Peers
Nearest market capOther Energy sector meetings6
Upcoming shareholder meetings at Kosmos Energy Ltd’s closest sector peers — compare boards, ballots, and ownership across the cohort.
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Reference
Frequently asked questions
- When is the Kosmos Energy Ltd 2026 annual meeting?
- Kosmos Energy Ltd (KOS) holds its 2026 annual shareholder meeting on Thursday, May 28, 2026.
- What is the record date for the Kosmos Energy Ltd 2026 meeting?
- The record date for the Kosmos Energy Ltd 2026 meeting is Monday, March 30, 2026. Shareholders of record on or before that date are eligible to vote.
- Who are the director nominees for Kosmos Energy Ltd's 2026 meeting?
- The board is presenting 2 director nominees at the Kosmos Energy Ltd 2026 meeting, listed with their independence status and background.
- What proposals will shareholders vote on at the Kosmos Energy Ltd 2026 meeting?
- Shareholders will vote on 4 proposals at the Kosmos Energy Ltd 2026 meeting, each tagged with who proposed it and the board's recommendation.
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