8-K
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

HESS CORPORATION

     

By:

 

/s/ Timothy B. Goodell

Name:

 

Timothy B. Goodell

Title:

 

Executive Vice President, General Counsel and Corporate Secretary