Hess To Add Three Elliott Director Nominees to Board and Elliott
Agrees to Support Five Hess Director Nominees
Majority of Board To Be Refreshed
HOUSTON--(BUSINESS WIRE)--May. 16, 2013--
Hess Corporation (NYSE: 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.
Source: Hess Corporation
For Hess Corporation:
Investors:
Jay Wilson,
212-536-8940
or
MacKenzie Partners, Inc.
Dan Burch/Bob
Marese, 212-929-5500
or
Media:
Jon Pepper, 212-536-8550
or
Sard
Verbinnen & Co
Michael Henson/Patrick Scanlan
212-687-8080
or
For
Elliott Management:
Sloane & Company
Elliot Sloane,
212-446-1860
Esloane@sloanepr.com
or
Sloane
& Company
John Hartz, 212-446-1872
Jhartz@sloanepr.com
