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 ¨
Check the appropriate box:
¨ | 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)
Payment of Filing Fee (Check the appropriate box):
x | No fee required. | |||
¨ | Fee computed below per Exchange Act Rules 14a-6(i)(1) and 0-11. | |||
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Research
Analysts Support Hess Transformation
And Reject Elliotts Plan
Hess Corporations 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 companys 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 HESs 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 managements 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 Elliotts Plan
None of the Hess directors are tethered to Elliotts 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 HESs 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 Companys 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 Companys 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 Hesss 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 SECs website at www.sec.gov. Copies will also be available at no
charge at Hesss website at www.hess.com, by writing to Hess Corporation at 1185 Avenue of the Americas, New York, NY
10036, by calling Hesss proxy solicitor, MacKenzie Partners, toll-free at (800)
322-2885.
Important
Additional
Information
Cautionary
Statements |