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Re: DewDiligence post# 7051

Thursday, 05/16/2013 3:51:16 PM

Thursday, May 16, 2013 3:51:16 PM

Post# of 29280
HES, Elliot settle proxy fight at 11th hour (literally):

http://www.sec.gov/Archives/edgar/data/4447/000089882213000219/hessjointrelease5-1613.htm

The settlement calls for the BoD to include HES’ five nominees and three of Elliott’s five nominees. The new BoD will continue to have 14 directors, but eight of the existing directors are “retiring,” leaving six existing directors and eight new ones. John Hess, CEO, will be the only HES executive on the BoD, and he previously agreed to resign the chairmanship.

Starting next year, all 14 directors will stand for election each year rather than the staggered 3-year system in effect until now.

Perhaps more important, the compromise effectively ends Elliott’s proposal to separate HES’ Bakken assets from the rest of the company, which I thought was a bad idea from an operational and tax standpoint.

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