HESS CORP DE NY false 0000004447 0000004447 2020-06-02 2020-06-02

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 2, 2020

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 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Annual Incentive Plan

As previously disclosed, on March 3, 2020, the Compensation and Management Development Committee of the Board of Directors (the “Committee”) of Hess Corporation (the “Company”) approved 2020 incentive targets under the Company’s Annual Incentive Plan (the “Plan”) for the Company’s chief executive officer, chief financial officer and three other most highly compensated executive officers (the “Named Executive Officers”). Payouts under the Plan are determined based on attainment of such pre-established enterprise level metrics and individual performance objectives.

The COVID-19 pandemic, in conjunction with global oil market disruptions, has severely impacted demand for oil. In response, the Company has implemented a number of cost-saving measures, including reducing its E&P capital and exploratory budget for 2020 by 37% to $1.9 billion. The Committee observed that global economic conditions warranted changes to the previously approved 2020 annual incentive program. When assessing possible changes, the Committee focused on (i) finding opportunities to reduce the Company’s cash expense in-line with its other cost saving measures, and (ii) ensuring that the Plan continued to serve as a performance driver, with rigorous but attainable goals.

In support of these objectives, on June 2, 2020, the Committee determined to reduce the maximum payout under the Plan from 200% to 50% of target. In addition, the Committee approved adjustments to weightings and targets for certain annual enterprise-level metrics to reflect the Company’s shift in priorities given the economic crisis. Revised Plan targets are intended to preserve the rigor of initial 2020 incentive targets while responding decisively to the current disruptions in the global oil markets.

Item 5.07.

Submission of Matters to a Vote of Security Holders.

The 2020 annual meeting of stockholders (the “Meeting”) of the Company was held on June 3, 2020. 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 ten 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
Terrence J. Checki		263,343,393		5,296,971		276,716		12,070,117
Leonard S. Coleman, Jr.		264,615,293		4,052,840		248,947		12,070,117
Joaquin Duato		267,951,036		681,619		284,425		12,070,117
John B. Hess		264,778,583		3,997,478		141,019		12,070,117
Edith E. Holiday		230,269,846		38,105,879		541,355		12,070,117
Marc S. Lipschultz		265,824,166		2,832,110		260,804		12,070,117
David McManus		263,303,408		5,366,551		247,121		12,070,117
Kevin O. Meyers		264,931,715		3,745,780		239,585		12,070,117
James H. Quigley		265,836,312		2,833,094		247,674		12,070,117
William G. Schrader		266,417,754		2,253,205		246,121		12,070,117

Proposal 2 – Advisory Vote on Executive Compensation . The proposal to approve (on an advisory basis) the compensation of the Named Executive Officers, as disclosed in the Company’s 2020 proxy statement, received the vote of 93.5% of the shares present in person or represented by proxy and entitled to vote at the Meeting.

For			251,408,843
Against			17,021,154
Abstain			487,083
Broker Non-Votes			12,070,117

Proposal 3 – Ratification of 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, 2020 received the vote of 97.1% of the shares present in person or represented by proxy and entitled to vote at the Meeting.

For			272,789,282
Against			8,049,378
Abstain			148,537

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 5, 2020