Form 8-K

 

 

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): May 6, 2015

 

 

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))

 

 

 

 

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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 4, 2015, the Board of Directors (the “Board”) of Hess Corporation (the “Company”), upon the recommendation of the Compensation and Management Development Committee of the Board, adopted the Amended and Restated 2008 Long-Term Incentive Plan (the “Amended and Restated Plan”), subject to the requisite stockholder approval. At the Company’s Annual Meeting of Stockholders held on May 6, 2015 (the “2015 Annual Meeting”), stockholders approved the Amended and Restated Plan.

The Amended and Restated Plan increased the number of shares of the Company’s common stock that may be issued under the plan by 9,000,000 shares and modified the share counting provisions of the plan to expressly prohibit certain liberal share counting methods. Under the Amended and Restated Plan, a maximum of 38,000,000 shares of the Company’s common stock will be available for delivery, plus up to 2,864,875 shares of common stock subject to outstanding options or other awards under the Company’s Second Amended and Restated 1995 Long-Term Incentive Plan that are forfeited or are otherwise settled or terminated without a distribution of shares on or after March 24, 2015, subject to adjustment for certain changes in the Company’s capital structure. The Amended and Restated Plan will continue in effect until all shares of common stock available under the plan are delivered and all restrictions on those shares have lapsed, unless the plan is terminated earlier by the Board. However, no awards may be granted under the Amended and Restated Plan on or after May 7, 2018.

A brief summary of the Amended and Restated Plan is included under “Proposal 4: Approval of the Amended and Restated 2008 Long-Term Incentive Plan” in the Company’s 2015 Proxy Statement (the “2015 Proxy Statement”) filed with the Securities and Exchange Commission on April 2, 2015. The foregoing summary description of the Amended and Restated Plan is subject to, and qualified in its entirety by reference to, the full text of the Amended and Restated Plan, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

The Company’s 2015 Annual Meeting was held on May 6, 2015. The following is a summary of the matters voted on at the meeting and the voting results for each matter:

Proposal 1 – Election of Directors. Each of the following ten director nominees received at least 93.3% of the votes cast and were elected as directors for the ensuing one-year term or until their successors are elected or appointed:

 

Name

    For    Against    Abstain    Broker Non-Votes

Rodney F. Chase

        233,054,641           2,807,275           784,739           19,079,697   

Terrence J. Checki

        235,061,413           881,507           703,735           19,079,697   

Harvey Golub

        233,630,884           2,274,511           741,260           19,079,697   

John B. Hess

        234,993,181           969,261           684,213           19,079,697   

Edith E. Holiday

        220,167,241           15,775,889           703,525           19,079,697   

Risa Lavizzo-Mourey

        233,524,030           2,332,431           790,194           19,079,697   

David McManus

        231,669,496           4,254,105           723,054           19,079,697   

John H. Mullin III

        233,922,376           1,982,364           741,915           19,079,697   

James H. Quigley

        234,365,682           1,563,697           717,276           19,079,697   

Robert N. Wilson

        232,277,500           3,649,736           719,419           19,079,697   

 

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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 2015 Proxy Statement, received the vote of 96.4% of the shares present in person or represented by proxy and entitled to vote at the meeting.

 

For

   228,202,740   

Against

   7,391,278   

Abstain

   1,052,637   

Broker Non-Votes

   19,079,697   

Proposal 3 – Ratification of Independent Auditors. The proposal to ratify the appointment of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for the fiscal year ending December 31, 2015, received the vote of 98.8% of the shares present in person or represented by proxy and entitled to vote at the meeting.

 

For

   252,598,870   

Against

   2,420,019   

Abstain

   707,463   

Proposal 4 – Approval of the Amended and Restated 2008 Long-Term Incentive Plan. The proposal to approve the Amended and Restated Plan received the vote of 96.5% of the shares present in person or represented by proxy and entitled to vote at the meeting.

 

For

   228,360,686   

Against

   7,398,394   

Abstain

   887,575   

Broker Non-Votes

   19,079,697   

Proposal 5 – Stockholder Proposal Regarding Proxy Access. The stockholder proposal recommending that the Company adopt a proxy access by-law received the vote of 50.5% of the shares present in person or represented by proxy and entitled to vote at the meeting.

 

For

   119,517,383   

Against

   114,398,657   

Abstain

   2,730,393   

Broker Non-Votes

   19,079,919   

 

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Proposal 6 – Stockholder Proposal Regarding Carbon Asset Risk Report. The stockholder proposal recommending that the Company prepare a scenario analysis report regarding carbon asset risk received the vote of 23.3% of the shares present in person or represented by proxy and entitled to vote at the meeting.

 

For

   55,052,633   

Against

   154,169,897   

Abstain

   27,423,903   

Broker Non-Votes

   19,079,919   

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibit

 

  10.1 Amended and Restated 2008 Long-Term Incentive Plan.

 

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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 12, 2015
HESS CORPORATION
By: /s/ Timothy B. Goodell
Name: Timothy B. Goodell
Title: Senior Vice President and General Counsel

EXHIBIT INDEX

 

Exhibit No.

   

Description

10.1    Amended and Restated 2008 Long-Term Incentive Plan.

 

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