Definitive Additional Materials

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

 

Filed by the Registrant  x                              Filed by a Party other than the Registrant  ¨

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¨   Preliminary Proxy Statement
¨   Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
¨   Definitive Proxy Statement
¨   Definitive Additional Materials
x   Soliciting Material Pursuant to § 240.14a-12

HESS CORPORATION

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than Registrant)

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Research Analysts Support Hess’
Transformation…
And Reject Elliott’s Plan
Hess Corporation’s much anticipated response to Elliott Management deals what we believe will provide a
knockout counter-proposal and provides the line of sight on the next leg of the recovery
Bank of America Merrill Lynch, March 5, 2013
We view the company’s proactive stance and exceptional clarity with its investor base as a major blow to activist
claims. . .
The
accelerated
plan
covers
essentially
all
facets
for
unlocking
value
for
shareholders…
with
the
only
exception being the onshore resource spin off, which remains highly controversial and, in our opinion, not likely
to double the valuation of HES’s Bakken acreage
Capital One, March 6, 2013
Critically, we believe the strategy outlined by management is a superior route to releasing value
Bank of America Merrill Lynch, March 5, 2013
We tend to agree with management’s assertion that a breakup into two E&P companies, one domestic and one
international, would not be the best way to create shareholder value
Oppenheimer, March 5, 2013
We
applaud
the
changes
HES
announced
today…
HES
will
become
a
pure-play
E&P
company
with
a
more
shareholder-friendly approach to returning capital via dividends and share repurchases
Wells Fargo, March 4, 2013
We expect the HES transformational plan to be viewed more favourably by shareholders than the suggestions
made by Elliott in late January
UBS, March 4, 2013
We believe the recovery set in place by management well before Elliott entered the fray is compelling. To derail
the process at this juncture would be counter-productive
Bank of America Merrill Lynch, March 5, 2013


Research Analysts Support Hess’
Transformation…
And Reject Elliott’s Plan
None of the Hess directors are tethered to Elliott’s flawed strategy
or compensation arrangements
All- Star Board. HES will add six new independent directors, all former business executives, each with decades of
distinguished careers, including three with extensive oil industry experience. The new board should help guide
HES with executing its transformation strategy into a pure E&P play
Oppenheimer, March 5, 2013
HES
announced
the
expected
departure
of
six
members
of
its
Board
of
Directors
while
also
putting
forth
six
new
independent
nominees.
In
our
view
. . .this
addresses
Elliott
Associates’
prior
concern
over
the
lack
of
independence
at HES’s Board
J.P. Morgan, March 4, 2013
Hess has put forward an equally attractive slate of candidates that in our view will address any and all concerns raised
over the independence of the board
Bank of America Merrill Lynch, March 5, 2013
HES has nominated six new members to join its board of directors. Four of these members possess extensive energy
experience and three of them have direct experience in oil and gas production
Wells Fargo, March 4, 2013


This document contains projections and other forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These projections and statements reflect the Company’s
current views with respect to future events and financial performance. No assurances can be given, however, that these events
will occur or that these projections will be achieved, and actual results could differ materially from those projected as a result of
certain risk factors. A discussion of these risk factors is included in the Company’s periodic reports filed with the Securities and
Exchange Commission.
This document contains quotes and excerpts from certain previously published material. Consent of the author and publication
has not been obtained to use the material as proxy soliciting material.
Hess Corporation, its directors and certain of its executive officers may be deemed to be participants in the solicitation of proxies
from Hess shareholders in connection with the matters to be considered at Hess’s 2013 Annual Meeting. Hess has filed a
preliminary proxy statement and form of WHITE proxy card with the U.S. Securities and Exchange Commission in connection
with the 2013 Annual Meeting. HESS SHAREHOLDERS ARE STRONGLY ENCOURAGED TO READ THE DEFINITIVE
PROXY STATEMENT AND ACCOMPANYING WHITE PROXY CARD WHEN THEY BECOME AVAILABLE AS THEY WILL
CONTAIN IMPORTANT INFORMATION. Information regarding the identity of potential participants, and their direct or indirect
interests, by security holdings or otherwise, is set forth in the proxy statement and other materials to be filed with the
SEC.  Shareholders will be able to obtain any proxy statement, any amendments or supplements to the proxy statement and
other documents filed by Hess with the SEC for no charge at the SEC’s website at www.sec.gov. Copies will also be available at
no charge at Hess’s website at www.hess.com, by writing to Hess Corporation at 1185 Avenue of the Americas, New York, NY
10036, by calling Hess’s proxy solicitor, MacKenzie Partners, toll-free at (800) 322-2885.
Important
Additional
Information
Cautionary
Statements