Current Report Filing (8-k)
June 13 2017 - 4:49PM
Edgar (US Regulatory)
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 7, 2017
HESS CORPORATION
(Exact
Name of Registrant as Specified in Its Charter)
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DELAWARE
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No.
1-1204
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No. 13-4921002
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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1185 Avenue of the Americas
New York, New York 10036
(Address of Principal Executive Offices) (Zip Code)
Registrants 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:
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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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.
In March 2017, the Board of Directors (the Board) of Hess Corporation (the
Company), upon the recommendation of the Compensation and Management Development Committee of the Board (the Committee), adopted the Hess Corporation 2017 Long-Term Incentive Plan (the 2017 Incentive Plan),
subject to the requisite stockholder approval. At the Companys Annual Meeting of Stockholders held on June 7, 2017 (the Meeting), stockholders approved the 2017 Incentive Plan.
The purpose of the 2017 Incentive Plan is to promote the identity of interests between stockholders and
non-employee
directors of the Company and officers, other employees and consultants of the Company and its subsidiaries by encouraging and creating significant levels of ownership of common stock by those participants who are responsible for the success of the
Company and its subsidiaries and to provide meaningful long-term incentive opportunities for participants who are in a position to make significant contributions toward their objectives. The 2017 Incentive Plan will be administered by the Committee,
or such other committee as the Board may designate.
In connection with the approval of the 2017 Incentive Plan, the Board has determined that no
additional grants or awards will be made under the Amended and Restated 2008 Long-Term Incentive Plan (the Prior Incentive Plan) in the future, but the awards outstanding under the Prior Incentive Plan will remain in effect in accordance
with their terms. Under the 2017 Incentive Plan, (a) 13,500,000 new shares of the Companys common stock will be available for delivery, plus (b) up to 6,429,132 shares of the Companys common stock that have been approved by the
Companys stockholders for issuance but have not been awarded under the Prior Incentive Plan as of March 9, 2017, plus (c) up to 6,602,006 shares of common stock subject to outstanding options or other awards under the Prior Incentive
Plan as of March 9, 2017 that are forfeited or are otherwise settled or terminated without a distribution of shares on or after March 9, 2017, subject to adjustment for certain changes in the Companys capital structure. The 2017
Incentive Plan will continue in effect until all shares of common stock available under the 2017 Incentive Plan are delivered and all restrictions on those shares have lapsed, unless the 2017 Incentive Plan is terminated earlier by the Board.
However, no awards may be granted under the 2017 Incentive Plan on or after June 7, 2027.
A summary of the 2017 Incentive Plan is included under
Proposal 5: Approval of the 2017 Long-Term Incentive Plan in the Companys definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission on April 28, 2017 (the 2017 Proxy Statement).
The foregoing summary description of the 2017 Incentive Plan is subject to, and qualified in its entirety by reference to, the full text of the 2017 Incentive 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 Companys 2017 Annual Meeting was held on June 7, 2017. The following is a summary of the matters voted upon at the 2017 Annual Meeting and the
voting results for each such matter:
2
Proposal 1 Election of Directors.
Each of the following twelve director nominees
received at least 97.3% of the votes cast and was elected as a director for the ensuing
one-year
term or until his or her respective successor is elected or appointed:
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Name
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For
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Against
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Abstain
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Broker Non-Votes
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Rodney F. Chase
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254,942,432
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4,933,649
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107,798
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24,158,705
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Terrence J. Checki
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254,337,884
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5,538,488
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107,507
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24,158,705
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Leonard S. Coleman Jr.
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255,369,739
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4,493,523
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120,617
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24,158,705
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John B. Hess
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256,350,305
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3,493,575
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139,999
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24,158,705
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Edith E. Holiday
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253,599,944
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6,287,937
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95,998
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24,158,705
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Risa
Lavizzo-Mourey
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252,858,696
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6,115,507
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1,009,676
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24,158,705
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Marc S. Lipschultz
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259,145,238
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715,848
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122,793
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24,158,705
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David McManus
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255,128,401
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4,739,777
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115,701
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24,158,705
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Kevin O. Meyers
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257,345,939
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2,529,529
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108,411
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24,158,705
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James H. Quigley
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254,866,385
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5,012,792
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104,702
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24,158,705
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Fredric G. Reynolds
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258,734,415
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1,141,592
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107,872
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24,158,705
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William G. Schrader
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256,455,144
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3,410,193
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118,542
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24,158,705
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Proposal 2 Advisory Vote on Executive Compensation.
The proposal to approve (on an advisory
basis) the compensation of the Companys named executive officers, as disclosed in the 2017 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.
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For
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250,706,418
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Against
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9,024,444
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Abstain
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253,017
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Broker
Non-Votes
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24,158,705
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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 received support of the following shares present in person or represented by proxy and entitled to vote at the Meeting:
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Annual
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237,102,512
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2-Year
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311,558
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3-Year
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22,320,032
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Abstain
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249,777
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Broker
Non-Votes
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24,158,705
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For the reasons described in the 2017 Proxy Statement, the Board determined that the Company will submit to
stockholders an advisory vote on executive compensation on an annual basis.
Proposal 4 Ratification of Independent Auditors.
The proposal to ratify the appointment of Ernst & Young LLP as the Companys independent registered public accounting firm for the fiscal year ending December 31, 2017 received the vote of 97.9% of the shares present in person
or represented by proxy and entitled to vote at the Meeting.
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For
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278,207,260
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Against
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5,796,663
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Abstain
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138,661
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Proposal 5 Approval of the 2017 Incentive Plan.
The proposal to approve the 2017 Incentive Plan
received the vote of 97.6% of the shares present in person or represented by proxy and entitled to vote at the Meeting.
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For
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253,821,283
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Against
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5,924,323
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Abstain
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238,273
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Broker
Non-Votes
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24,158,705
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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 29.8% of the shares present in person or represented by proxy and entitled to vote at the Meeting.
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For
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77,491,007
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Against
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180,178,247
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Abstain
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2,314,625
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Broker
Non-Votes
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24,158,705
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3
Item 9.01. Financial Statements and Exhibits.
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10.1
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Hess Corporation 2017 Long-Term Incentive Plan.*
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*
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Management contract or compensatory plan, contract or arrangement.
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4
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 13, 2017
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HESS CORPORATION
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By:
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/s/ Timothy B. Goodell
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Name:
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Timothy B. Goodell
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Title:
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Senior Vice President, General Counsel and
Corporate Secretary
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5
EXHIBIT INDEX
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Exhibit No.
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Description
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10.1
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Hess Corporation 2017 Long-Term Incentive Plan. *
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*
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Management contract or compensatory plan, contract or arrangement.
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6
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