HES “declassifies” BoD, which makes hostile takeovers easier: http://www.sec.gov/Archives/edgar/data/4447/000089882213000345/ex31.htm (Article IV, Section 1): The directors elected at each annual meeting of stockholders, commencing with the annual meeting in 2014, shall hold office for a term expiring at the next annual meeting of stockholders and until their successors are elected and qualified. I.e., starting in 2014, every HES director must be re-elected each year to continue to hold a seat on the BoD. Declassifying the BoD was one of the original demands of Elliot Capital Management.