Hess Proposes Resolution to End Proxy Contest and Move Forward with Market-Endorsed Plan to Create Value
Hess Corporation (NYSE: HES) (“Hess” or The “Company”) today issued the
following statement:
“We are gratified that the vast majority of our shareholders continue to
support our plan to transform Hess into a pure play exploration and
production company and recognize that our five new, independent director
nominees have the right experience to objectively oversee sustained
value creation at Hess. We strongly believe that the Hess nominees have
brought, and will continue to bring, significant insights and
contributions to our Board and believe that electing all five is in the
best interests of all shareholders.
“Following consultation with our shareholders, we have already adopted
several measures to better align corporate governance with shareholder
interests, including separating the roles of Chairman and Chief
Executive Officer and recommending that shareholders support the
proposal to declassify the Hess Board, with the full support of the Hess
family shares. These measures have received strong support from our
shareholders.
“At the same time, some of our other shareholders have also discussed
with us the possibility of adding certain of Elliott’s nominees to the
Board, if they are willing to serve, along with Hess’ five new,
independent nominees. Now that Elliott’s nominees have waived their
rights to Elliott’s troubling compensation scheme, we are ready to be
responsive to that request. Consistent with our commitment to refresh
the majority of our Board by the end of 2013, we are prepared to add two
Elliott nominees whom we would choose in consultation with shareholders.
We would effect this change promptly after Annual Meeting if all five of
Hess’ new, independent nominees are elected. We believe this proposed
resolution will allow us to continue executing our plan and focus on the
task at hand – creating superior value for all of Hess' shareholders.”
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.
<div class="copyright">
Copyright Business Wire 2013
</div>