Hess Corporation HES ("Hess") today announced that it has reached an
agreement with Elliott Management to resolve its proxy contest. Under the
terms of the agreement, Elliott will withdraw its slate of five director
nominees and support the election of Hess' five new directors: John Krenicki
Jr., Fredric Reynolds, William Schrader, Kevin Meyers and Mark Williams.
Three of Elliott's director nominees: Rodney Chase, Harvey Golub, and David
McManus are being added to the 2015 director class. The reconstituted Board
would continue to consist of 14 persons as a result of various retirements.
The Board would appoint two of the Elliott nominees to a five-member
Nominating and Corporate Governance Committee, and one Elliott nominee would
be appointed to the Compensation Committee.
John Hess, Chairman and CEO, said, "We are pleased to reach an agreement
that we believe is in the best interests of Hess shareholders, and we
welcome each of our new directors. We remain focused on execution and
believe that the new Board will provide effective oversight to ensure that
we continue to create meaningful long-term value for all Hess shareholders."
Mr. Hess continued, "On behalf of the entire Board and Company, I would like
to thank each of our departing board members -- Nicholas Brady, Gregory
Hill, Thomas Kean, Samuel Nunn, Frank Olson, and F. Borden Walker -- for
serving with distinction. They each deserve significant appreciation for
their terrific service to the Company."
Hess has adopted measures to refresh the majority of its board, separate the
roles of Chairman & CEO, and recommend in favor of a resolution to destagger
the board with the full support of the Hess family shares.
John Pike, Senior Portfolio Manager at Elliott Management said, "We are
pleased to welcome a highly-qualified and refreshed board at Hess. In just a
few months, we have seen encouraging changes that will benefit all
shareholders including the replacement of 9 out of 14 board members and
significant value creation for stockholders. As a substantial shareholder,
we look forward to continued progress that will unlock further value."
Cautionary Statements
This document contains projections and other forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933 and Section
21E of the Securities Exchange Act of 1934. These projections and statements
reflect the Company's current views with respect to future events and
financial performance. No assurances can be given, however, that these
events will occur or that these projections will be achieved, and actual
results could differ materially from those projected as a result of certain
risk factors. A discussion of these risk factors is included in the
Company's periodic reports filed with the Securities and Exchange
Commission.
This document contains quotes and excerpts from certain previously published
material. Consent of the author and publication has not been obtained to use
the material as proxy soliciting material.
Important Additional Information
Hess Corporation, its directors and certain of its executive officers may be
deemed to be participants in the solicitation of proxies from Hess
shareholders in connection with the matters to be considered at Hess' 2013
Annual Meeting. Hess has filed a definitive proxy statement and form of
WHITE proxy card with the U.S. Securities and Exchange Commission in
connection with the 2013 Annual Meeting. HESS SHAREHOLDERS ARE STRONGLY
ENCOURAGED TO READ THE DEFINITIVE PROXY STATEMENT AND ACCOMPANYING WHITE
PROXY CARD AS THEY CONTAIN IMPORTANT INFORMATION. Information regarding the
identity of potential participants, and their direct or indirect interests,
by security holdings or otherwise, is set forth in the proxy statement and
other materials filed with the SEC. Shareholders will be able to obtain any
proxy statement, any amendments or supplements to the proxy statement and
other documents filed by Hess with the SEC for no charge at the SEC's
website at www.sec.gov. Copies will also be available at no charge at Hess'
website at www.hess.com, by writing to Hess Corporation at 1185 Avenue of
the Americas, New York, NY 10036, by calling Hess' proxy solicitor,
MacKenzie Partners, toll-free at (800) 322-2885 or by email at
hess@mackenziepartners.com.
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