Press release from Business Wire
Hess Corporation Announces Results of Annual Meeting
Thursday, May 16, 2013
Hess Corporation Announces Results of Annual Meeting13:31 EDT Thursday, May 16, 2013
HOUSTON (Business Wire) -- Hess Corporation (NYSE: HES) (“Hess” or “the Company”) today announced voting results from its Annual Meeting of Stockholders held earlier today. At the meeting, stockholders elected the five Company nominees to the Board of Directors: John Krenicki Jr., Fredric Reynolds, William Schrader, Dr. Kevin Meyers and Dr. Mark Williams.
In accordance with the Company's commitment to separate the positions of Chairman and Chief Executive Officer, the Board elected Dr. Mark Williams as non-executive Chairman of the Board.
In addition, pursuant to the agreement between the Company and Elliott Management, Elliott withdrew prior to the annual meeting all five of its nominees, and agreed to support the election of the Hess slate of five nominees. The Board of Directors also appointed three Elliott nominees to the Board: Rodney Chase, Harvey Golub, and David McManus.
“The Hess Board of Directors would like to welcome each of our new directors. Over the past several months, we have received constructive feedback from our shareholders, and our new Board looks forward to continuing that dialogue. We remain focused on the execution of our transformation plan and are committed to working with all our Directors to create meaningful long-term value for all Hess shareholders," said John Hess, Chief Executive Officer.
The Hess Board will continue to consist of 14 persons as a result of the retirements of Samuel W. Bodman, Craig G. Matthews, and Ernst H. von Metzsch.
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, F. Borden Walker, Samuel W. Bodman, Craig G. Matthews, and Ernst H. von Metzsch – for serving with distinction. They deserve significant credit for guiding the Company through its transformation to a pure play exploration and production company.”
John Krenicki said, “Mark Williams is the perfect choice for non-executive Chairman. I fully support the choice and look forward to working closely with him and the rest of the Board.”
Hess also announced the results for the other proposals presented at the Annual Meeting:
- Stockholders ratified the selection by the audit committee of Ernst & Young LLP as independent auditors;
- Stockholders approved the Company's advisory “say on pay” proposal;
- Stockholders approved the proposed amendment of Hess' restated certificate of incorporation and bylaws to declassify the board of directors;
- Stockholders approved an advisory shareholder proposal to eliminate the supermajority provision in the Company's charter and by-laws;
- Stockholders rejected an advisory shareholder proposal regarding political contributions.
As soon as the inspectors of election have completed the final tally of the exact results, the Company will report those results in a Form 8-K filed with the SEC.
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.
Jay Wilson, 212-536-8940
MacKenzie Partners, Inc.
Dan Burch/Bob Marese
212-929-5748 / 212-929-5405
Jon Pepper, 212-536-8550
Sard Verbinnen & Co
Michael Henson/Patrick Scanlan