If the Five New, Independent Hess Nominees are Elected, Hess Commits to Adding Two Elliott Nominees
“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.”
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
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
Jay Wilson, 212-536-8940
MacKenzie Partners, Inc.
Dan Burch/Bob Marese, 212-929-5500
Jon Pepper, 212-536-8550
Sard Verbinnen & Co
Michael Henson/Patrick Scanlan, 212-687-8080