UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): June 5, 2019
HESS CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
| DELAWARE | No. 1-1204 | No. 13-4921002 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
1185 Avenue of the Americas
New York, New York 10036
(Address of Principal Executive Offices) (Zip Code)
Registrant’s Telephone Number, Including Area Code: (212) 997-8500
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol |
Name of each exchange on which registered | ||
| Common Stock, par value $1.00 per share | HES | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07. Submission of Matters to a Vote of Security Holders.
The 2019 annual meeting of stockholders (the “Meeting”) of Hess Corporation (the “Company”) was held on June 5, 2019. The following is a summary of the matters voted upon at the Meeting and the voting results for each such matter:
Proposal 1 – Election of Directors. Each of the following eleven director nominees was elected as a director for the ensuing one-year term or until his or her respective successor is elected or appointed, by the vote set forth below:
| Name |
For | Against | Abstain | Broker Non-Votes |
||||||||||||
| Rodney F. Chase |
254,654,550 | 3,336,549 | 107,740 | 13,981,171 | ||||||||||||
| Terrence J. Checki |
254,882,966 | 3,106,655 | 109,218 | 13,981,171 | ||||||||||||
| Leonard S. Coleman, Jr. |
253,693,548 | 4,295,347 | 109,944 | 13,981,171 | ||||||||||||
| John B. Hess |
256,731,317 | 1,256,710 | 110,812 | 13,981,171 | ||||||||||||
| Edith E. Holiday |
233,536,751 | 24,473,164 | 88,924 | 13,981,171 | ||||||||||||
| Risa Lavizzo-Mourey |
249,856,084 | 8,136,666 | 106,089 | 13,981,171 | ||||||||||||
| Marc S. Lipschultz |
255,527,691 | 2,466,237 | 104,911 | 13,981,171 | ||||||||||||
| David McManus |
253,729,374 | 4,267,509 | 101,956 | 13,981,171 | ||||||||||||
| Kevin O. Meyers |
254,030,788 | 3,963,255 | 104,796 | 13,981,171 | ||||||||||||
| James H. Quigley |
252,929,221 | 2,580,857 | 2,588,761 | 13,981,171 | ||||||||||||
| William G. Schrader |
255,927,204 | 2,082,688 | 88,947 | 13,981,171 | ||||||||||||
Proposal 2 – Advisory Vote on Executive Compensation. The proposal to approve (on an advisory basis) the compensation of the Company’s named executive officers, as disclosed in the Company’s 2019 proxy statement, received the vote of 93.3% of the shares present in person or represented by proxy and entitled to vote at the Meeting.
| For |
240,789,326 | |||
| Against |
16,840,712 | |||
| Abstain |
468,801 | |||
| Broker Non-Votes |
13,981,171 |
Proposal 3 – Ratification of Independent Registered Public Accountants. The proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accountants for the fiscal year ending December 31, 2019 received the vote of 95.6% of the shares present in person or represented by proxy and entitled to vote at the Meeting.
| For |
260,183,674 | |||
| Against |
11,790,104 | |||
| Abstain |
106,232 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: June 7, 2019
| HESS CORPORATION | ||
| By: | /s/ Timothy B. Goodell | |
| Name: | Timothy B. Goodell | |
| Title: |
Senior Vice President, General Counsel and Corporate Secretary | |