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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         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

       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 the Registrant)

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May 7, 2013

 

Dear Fellow Shareholder:

 

Enclosed you will find a letter from Hess’ five entirely new, non-conflicted, independent and highly experienced nominees to the Hess board, and a White Paper prepared in response to the report issued by Institutional Shareholder Services. These documents contain very important information regarding Hess’ upcoming Annual Meeting, scheduled for May 16, 2013.

 

Whether or not you plan to attend the Annual Meeting, you have the opportunity to protect your investment, support our strategic plan which is delivering value to Hess shareholders, and elect Hess’ world-class independent director nominees by voting the WHITE proxy card. We urge you to vote today by Internet, by telephone, or by signing, dating and mailing the enclosed WHITE proxy card in the postage-paid envelope you’ve been provided.

 

We once again urge you to reject Elliott’s short term, value destructive ideas and their non-independent nominees by discarding any proxy materials sent to you by Elliott Management or its representatives.

 

Again, on behalf of the Board of Directors, we thank you in advance for your support. We look forward to continuing to deliver outstanding value to you now and in the future.

 

Sincerely,

 

 

 

John Hess

Chairman and CEO

 

Cautionary Statements

 

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.

 

Important Additional Information

 

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’ 2013 Annual Meeting. Hess has filed a definitive 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 AS THEY 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 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 or by email at hess@mackenziepartners.com.