Hess, Elliott Find Middle Ground to End Proxy Fight

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Hess, Elliott Find Middle Ground to End Proxy Fight


HOUSTON -- Hess Corp. and Elliott Management Corp. reached a resolution to end their months-long proxy fight – just ahead of Hess’ annual shareholder meeting today.

Under the agreement, Elliott Management withdrew its slate of five board of director nominees and supported the election of Hess' five new directors: John Krenicki Jr., Fredric Reynolds, William Schrader, Kevin Meyers and Mark Williams. In turn, three of Elliott's nominees -- Rodney Chase, Harvey Golub and David McManus -- will be named to Hess' 2015 board of directors class.

"We are pleased to reach an agreement that we believe is in the best interests of Hess shareholders, and we welcome each of our new directors. We remain focused on execution and believe that the new board will provide effective oversight to ensure that we continue to create meaningful long-term value for all Hess shareholders," said Hess Chairman and CEO John Hess.

John Pike, senior portfolio manager at Elliott Management, said the activist investor group was pleased to welcome a "highly-qualified and refreshed board at Hess."

"In just a few months, we have seen encouraging changes that will benefit all shareholders, including the replacement of nine of 14 board members and significant value creation for stockholders," Pike added. "As a substantial shareholder, we look forward to continued progress that will unlock further value."

Hess Corp. and Elliott  Management -- owner of 4.52 percent of the oil company's stock -- have been trying to work out an agreement prior to today's annual meeting in Houston. Previously, Hess Corp. sent six letters to shareholders explaining why they should vote for its candidates. In these letters, the company explained that its plan to become a pure-play exploration and production (E&P) provider would help it prosper for years to come.

In turn, Elliott Management sent several letters of its own to Hess Corp. shareholders and even hosted the "Reassess Hess Town Hall Meeting" on April 30 in New York City.

Elliott's efforts perhaps paid off. More than 50 percent of all shareholders voted for its board of director candidates prior to today's last-second agreement, according to the investor group.

Despite acknowledging the possibility that all five of its board of director nominees could have been elected this year based on the preliminary results, Elliott Management reiterated it is pleased with all of the changes Hess will now take in an effort to boost its stock price.

"The reassessment and transformation of Hess is underway," the activist investor wrote in a just-released statement. "We are extremely proud to have been the catalyst for welcomed changes."

Meanwhile, investors in Hess Corp. stock were not as enthusiastic today. The company's shares were down nearly 3 percent during trading this afternoon on the New York Stock Exchange.

As part of its transformation into an E&P company, Hess Corp. intends to sell its retail division comprising 1,361 convenience stores and gas stations.