Notes that Elliott's Nominees Finally Have Acknowledged that Their
Short-Term, Conflicted Compensation Agreement Was Wrong
Says Hess’ Five New Independent Director Nominees Will Act in the
Best Interests of All Shareholders
NEW YORK--(BUSINESS WIRE)--May. 13, 2013--
Hess Corporation (NYSE: HES) (“Hess”) today issued the following
statement in response to Elliott’s letter this morning in which its
director nominees finally acknowledged that their short-term
compensation plan, where they agreed to be paid substantial sums
directly by a hedge fund, was wrong.
John Mullin, Hess’ Lead Director, said, “As we have said all along,
Elliott’s directors compromised their independence and judgment by
agreeing to accept Elliott’s compensation scheme. This follows the
Elliott nominees’ recent move to back away from the flawed breakup plan
for Hess that they had originally agreed to support -- and they backed
away only after hearing the overwhelming rejection of that plan by Wall
Street research analysts and Hess shareholders.
“The admission today by Elliott and its nominees makes it clear that
shareholders agree that Elliott’s scheme was unacceptable, and exposed
Elliott's campaign for what it is, short termism at the expense of all
shareholders. It is also clear that shareholders, in pushing Elliott’s
nominees to drop the scheme, have rejected the tortured logic from ISS
recommending for Elliott.”
John Krenicki added, “Hess’ five new, independent nominees and other
continuing independent directors are committed to working in the best
interests of all shareholders, overseeing the successful execution of a
transformation plan endorsed by the market and to the careful
consideration, study and pursuit of all strategies to ensure continued
value creation at Hess. We urge shareholders to vote on the WHITE card.”
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
Investor Contact:
Jay Wilson, 212-536-8940
or
MacKenzie
Partners, Inc.
Dan Burch/Bob Marese
212-929-5500
or
Media
Contacts:
Jon Pepper, 212-536-8550
or
Sard Verbinnen & Co
Michael
Henson/Patrick Scanlan
212-687-8080
