Current Report Filing (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): June 5, 2019

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

The 2019 annual meeting of stockholders (the “ Meeting ”) of Hess Corporation (the “ Company ”) was held on June 5, 2019. 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 eleven 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
Rodney F. Chase		254,654,550		3,336,549		107,740		13,981,171
Terrence J. Checki		254,882,966		3,106,655		109,218		13,981,171
Leonard S. Coleman, Jr.		253,693,548		4,295,347		109,944		13,981,171
John B. Hess		256,731,317		1,256,710		110,812		13,981,171
Edith E. Holiday		233,536,751		24,473,164		88,924		13,981,171
Risa Lavizzo-Mourey		249,856,084		8,136,666		106,089		13,981,171
Marc S. Lipschultz		255,527,691		2,466,237		104,911		13,981,171
David McManus		253,729,374		4,267,509		101,956		13,981,171
Kevin O. Meyers		254,030,788		3,963,255		104,796		13,981,171
James H. Quigley		252,929,221		2,580,857		2,588,761		13,981,171
William G. Schrader		255,927,204		2,082,688		88,947		13,981,171

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 Company’s 2019 proxy statement, received the vote of 93.3% of the shares present in person or represented by proxy and entitled to vote at the Meeting.


For			240,789,326
Against			16,840,712
Abstain			468,801
Broker Non-Votes			13,981,171

Proposal 3 – Ratification of Independent 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, 2019 received the vote of 95.6% of the shares present in person or represented by proxy and entitled to vote at the Meeting.


For			260,183,674
Against			11,790,104
Abstain			106,232

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 7, 2019