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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 and 15(d) of
the Securities Exchange Act of 1934
January 7, 2009
Date of Report (Date of earliest event reported)
HESS CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
13-4921002
Delaware 1-1204 (IRS Employer
(State of Incorporation) (Commission File Number) Identification No.)
1185 Avenue of the Americas
New York, New York 10036
(Address of Principal Executive Office)
(212) 997-8500
(Registrant's Telephone Number, Including Area Code)
(Not Applicable)
(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 (see General Instruction A.2. below):
[ ] 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))
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 7, 2009, Hess Corporation (the "Company") issued a news release
announcing the appointment of Gregory P. Hill as the Company's Executive Vice
President and President, Worldwide Exploration and Production, effective January
1, 2009. Mr. Hill succeeds John J. O'Connor who is retiring.
Prior to joining the Company, Mr. Hill, age 47, worked for over 25 years at
Royal Dutch Shell plc and its affiliated companies, primarily in executive and
management positions in the exploration and production segment, including
responsibilities for onshore production in the United States and offshore
production in Europe. Most recently, Mr. Hill served as Executive Vice President
of Shell EP International from November 2006 and was responsible for Shell's
exploration and production business in the Asia-Pacific region encompassing
Malaysia, Brunei, Indonesia, the Philippines, China, Australia and New Zealand.
Mr. Hill will receive an annual base salary of $850,000, and a one-time cash
signing bonus of $650,000 to replace his forfeited 2008 bonus with his former
employer. Mr. Hill's target bonus for 2009 under the Company's Incentive Cash
Bonus Plan will be 100% of his annual base salary. Mr. Hill's actual 2009 cash
bonus may vary from 0 to 150% of the target bonus, depending on attainment of
corporate, business unit and individual performance goals. In connection with
his employment, Mr. Hill will receive stock options and shares of restricted
stock in February 2009 in accordance with the terms of the Company's 2008 Long
Term Incentive Plan, with an aggregate grant date value of $5 million, half of
which is to replace forfeited awards with his former employer. The stock options
will vest in three equal installments on the first, second and third
anniversaries of the grant date and the restricted stock shares will vest in
full on the third anniversary of the grant date. Mr. Hill will also be eligible
to participate in the Company's insurance, medical and benefits plans and such
other benefits the Company provides to senior officers. If the Company
terminates Mr. Hill without cause, he will be entitled to receive severance
benefits equal to two times his annual base salary and target bonus for the year
in which he is terminated.
The Company intends to enter into a letter agreement with Mr. Hill pursuant to
which he will be credited with up to ten additional years of service under the
Company's Pension Restoration Plan, provided he is employed by the Company for
five years. This agreement is intended to compensate Mr. Hill for pension
benefits he would have received from his prior employer had he retired from
his prior employment at age 60. The Company will also provide change of control
protection to Mr. Hill whereby he will be entitled to receive a payment equal to
two times his annual base salary and target bonus and the continuation of
benefits for 24 months if, following a change in control of the Company, his
employment is terminated by the Company without cause or by Mr. Hill for good
reason.
A copy of this news release is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
99.1 News release dated January 7, 2009 announcing the appointment of Gregory P.
Hill as Executive Vice President and President, Worldwide Exploration and
Production.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Date: January 7, 2009
HESS CORPORATION
By: /s/ J. Barclay Collins II
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Name: J. Barclay Collins II
Title: Executive Vice President
EXHIBIT INDEX
Exhibit No. Description
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99.1 News release dated January 7, 2009 announcing the appointment of
Gregory P. Hill as Executive Vice President and President,
Worldwide Exploration and Production.