Hess, Elliott Resolve Proxy Contest (USA)

Hess Corporation, a New York-based oil and gas exploration firm, has 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.”