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Re: DewDiligence post# 7389

Tuesday, 08/13/2013 4:57:08 PM

Tuesday, August 13, 2013 4:57:08 PM

Post# of 29420
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.

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