Hess Corporation (NYSE: HES) (“Hess” or “the Company”) today sent a
letter on behalf of the Company’s new, independent director nominees to
all of Hess’ shareholders in connection with its 2013 Annual Meeting of
Shareholders, to be held on May 16, 2013.
The Board recommends that shareholders vote FOR the election of Hess’
highly qualified independent nominees on the WHITE proxy card.
For information about Hess’ transformation and the 2013 Annual Meeting,
please visit: www.transforminghess.com.
Included below is the full text of the letter:
Dear Hess Shareholder,
As independent nominees to the Hess Board of Directors, we wanted to
share our views as the annual meeting approaches on the important
decision you will soon make.
INDEPENDENT, UNCONFLICTED OVERSIGHT
Contrary to suggestions by Elliott in the heat and noise of the proxy
fight, none of us were required to support the Hess strategic plan as a
precondition for serving on the Hess Board. The Elliott characterization
is simply false. And ISS and Glass Lewis are completely wrong to imply
anything to the contrary.
We were first approached by an independent search firm to consider
serving on the Hess Board, then undertook a thorough evaluation of Hess’
transformation strategy, met with senior management and the Company’s
advisors, and attended Board meetings under observer status. We did our
homework. We reviewed the Hess plan and we reviewed the Elliott plan. We
reviewed independent research. We came to the conclusion – independently
and like the rest of the market – that the best path to creating
sustainable value for shareholders was to continue to pursue the
transformation plan Hess has outlined to the market.
ELLIOTT’S PLAN DISCREDITED AND BARELY MENTIONED
As the proxy fight has worn on, we find it interesting that the Elliott
nominees, who stand to be paid millions of dollars more than we do if
elected, have either professed not to have studied the Hess plan (a plan
enthusiastically endorsed by the market), or they now endorse the broad
outlines of the Hess plan. They barely mention Elliott’s initial plan
for Hess – which they signed on to – and which has now been discredited
by the market. Did they do their homework? Should they have? It appears
they didn’t, and they should have.
WE OWE NOTHING TO HESS AND NOTHING TO ELLIOTT; WE OWE A DUTY TO ALL
HESS SHAREHOLDERS
We owe nothing to Hess and nothing to Elliott, but we do owe a duty to
all shareholders to help create and execute the best plans to increase
shareholder value year-in and year-out. We believe that the plan Hess is
pursuing offers the best opportunity to maximize shareholder value, and
we are committed to providing independent oversight of Hess management
to ensure its continued execution. When necessary, we will make changes
to these strategies to ensure we are delivering the best return to all
shareholders.
We have all had successful careers and we have strong reputations in our
chosen fields. We would not have put our reputations at risk if we did
not believe we can provide independent oversight to create value for all
shareholders. We simply do not believe that Elliott’s nominees can
credibly say they are independent of Elliott, a recent shareholder that
designed their unusual pay package. We find it surprising that a proxy
advisor would recommend for all of the dissident Elliott nominees, while
arguing that any nominee recommended by the nominating and governance
committee of a company – a stock exchange requirement – could somehow be
rejected by the advisor on a claim of compromised independence.
WE WILL WORK FOR ALL SHAREHOLDERS
Hess’ current Board and management team have assembled a portfolio of
world-class E&P assets, particularly since the decision in 2010 to
substantially increase the acreage position in the Bakken oil shale. It
is clear to us that Hess is on the right path in strategically focusing
that portfolio, ensuring that it has the appropriate balance of
higher-growth, lower-risk assets while at the same time efficiently
allocating capital to fund growth and increase returns to shareholders.
If elected, we will work for all shareholders to see that there is
continued, solid execution of the plan, and that there is a detailed
review of all aspects of Hess governance and oversight for the future.
Increasing lasting shareholder value is what drives each of us and,
while we believe that the plan proposed by Hess and endorsed by the
market is the right one for the current circumstances and is superior to
the Elliott break-up plan, we are each committed to the regular
re-examination of the Hess plan and the careful study and pursuit of all
strategies and options for building value for all shareholders.
Our backgrounds (see attached bios) have prepared us well to oversee
continued value creation at Hess. Make no mistake, we will not tolerate
backsliding or a loss of focus. We will enforce continued re-evaluation
of operational initiatives, capital allocation and strategy. We will
work for you and ask that you give us that opportunity. We encourage you
to vote the WHITE proxy card today.
Sincerely,
John Krenicki, Kevin Meyers, Fredric Reynolds, William Schrader, Mark
Williams
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.
