UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Item 5.07. Submission of Matters to a Vote of Security Holders.
The 2023 annual meeting of stockholders (the “Meeting”) of Hess Corporation (the “Company”) was held on May 17, 2023. 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 twelve 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 |
258,522,667 | 13,182,847 | 87,412 | 11,648,902 | ||||||||||||
Leonard S. Coleman, Jr. |
263,661,846 | 8,046,318 | 84,762 | 11,648,902 | ||||||||||||
Lisa Glatch |
270,867,693 | 842,830 | 82,403 | 11,648,902 | ||||||||||||
John B. Hess |
266,719,475 | 5,005,811 | 67,640 | 11,648,902 | ||||||||||||
Edith E. Holiday |
255,470,036 | 16,233,499 | 89,391 | 11,648,902 | ||||||||||||
Marc S. Lipschultz |
266,869,324 | 4,832,232 | 91,370 | 11,648,902 | ||||||||||||
Raymond J. McGuire |
253,517,065 | 18,126,177 | 149,684 | 11,648,902 | ||||||||||||
David McManus |
266,281,691 | 5,423,109 | 88,126 | 11,648,902 | ||||||||||||
Kevin O. Meyers |
267,514,047 | 4,197,552 | 81,327 | 11,648,902 | ||||||||||||
Karyn F. Ovelmen |
269,493,592 | 2,206,271 | 93,063 | 11,648,902 | ||||||||||||
James H. Quigley |
267,202,441 | 4,508,855 | 81,630 | 11,648,902 | ||||||||||||
William G. Schrader |
267,991,972 | 3,718,324 | 82,630 | 11,648,902 |
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 2023 definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission on April 6, 2023 (the “Proxy Statement”), received the vote of 97.8% of the shares present in person or represented by proxy and entitled to vote at the Meeting.
For |
265,884,704 | |||
Against |
5,778,579 | |||
Abstain |
129,643 | |||
Broker Non-Votes |
11,648,902 |
Proposal 3 – Advisory Vote on Frequency of Voting on Executive Compensation. The proposal to approve (on an advisory basis) the frequency of voting on executive compensation for every 1 year received the vote of 98.5% of the shares present in person or represented by proxy and entitled to vote at the Meeting.
1 Year |
267,658,927 | |||
2 Years |
105,845 | |||
3 Years |
3,898,345 | |||
Abstain |
129,809 | |||
Broker Non-Votes |
11,648,902 |
For the reasons described in the Proxy Statement, consistent with its own recommendation and in light of the results noted above, the Company’s Board of Directors determined that the Company will submit to stockholders an advisory vote on executive compensation on an annual basis until the next required vote on such frequency.
Proposal 4 – 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, 2023 received the vote of 94.7% of the shares present in person or represented by proxy and entitled to vote at the Meeting.
For |
268,338,542 | |||
Against |
15,025,882 | |||
Abstain |
77,404 |
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: May 18, 2023
HESS CORPORATION | ||
By: | /s/ Timothy B. Goodell | |
Name: | Timothy B. Goodell | |
Title: | Executive Vice President, General Counsel and Corporate Secretary |