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Elliott Wants To Merge Board Slates At Hess Corporation

By Mani
Updated on

Activist hedge fund Elliott Management Corporation said Tuesday that it has proposed a new reconstituted board for Hess Corp. (NYSE:HES) that will include all nominees of the company as well as its own nominees.


Elliott Capital Management, which holds a 4.52 percent stake in the New York-based energy company, has been pushing to get its slate of five nominees elected to Hess Corp. (NYSE:HES)’s board. The company is running its own slate of nominees.

The activist shareholder said the size and composition of the board would be agreed upon at a later date.

Elliott’s Statement

Elliot said in a statement: “Consistent with Hess’s promise to refresh the Board, Elliott proposes that all Shareholder Nominees and all Management Nominees step onto a reconstituted Board—the size and composition to be agreed upon. Shareholders want real change and a renewed Board. Hess has promised such renewal and this solution will follow through on that promise.”

Interestingly, late Monday, the energy company Hess said it was prepared to give Elliott two board seats if the oil company’s own slate of five nominees is elected at its annual meeting Thursday in Houston. Elliott dismissed the move as a “PR stunt,” adding that Hess Corp. (NYSE:HES) didn’t talk to the hedge fund before making the announcement.

Also on Monday, Elliott’s nominees said in a filing that they would forgo further compensation from the hedge fund if elected to the board.

The activist shareholder has criticized Hess Corp. (NYSE:HES) openly since January, calling for better management and more focus. Hess Corp. (NYSE:HES) has said it wants to become a pure exploration and production play, but has denied the moves were spurred by Elliott’s criticism.

It may be recalled, Elliott has been trying to get its own slate of five director nominees to be elected to the Hess board at the annual meeting. Proxy advisory firms like Institutional Shareholder Services and Glass Lewis have also recommended Hess Corp. (NYSE:HES)’s shareholders to vote for the hedge fund’s nominees.

Last Friday, Hess said it will separate the roles of chairman and chief executive officer immediately following its annual meeting of shareholders. Hess Corp. (NYSE:HES) chairman and CEO John Hess has offered his full-support for the company’s decision.

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