Edgar Filing: HESS CORP

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A
(Rule 14a-101)
SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

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Hess Corporation
(Name of Registrant as Specified In Its Charter)

ELLIOTT ASSOCIATES, L.P. ELLIOTT INTERNATIONAL, L.P. PAUL E. SINGER ELLIOTT CAPITAL ADVISORS, L.P. ELLIOTT SPECIAL GP, LLC BRAXTON ASSOCIATES, INC. ELLIOTT ASSET MANAGEMENT LLC THE LIVERPOOL LIMITED PARTNERSHIP LIVERPOOL ASSOCIATES LTD. ELLIOTT INTERNATIONAL CAPITAL ADVISORS INC. HAMBLEDON, INC. ELLIOTT MANAGEMENT CORPORATION RODNEY F. CHASE HARVEY GOLUB KARL F. KURZ DAVID McMANUS MARSHALL D. SMITH WILLIAM B. BERRY JONATHAN R. MACEY
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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On April 11, 2013, Elliott Associates, L.P. and Elliott International, L.P. (collectively, “Elliott”) issued the following press release and made the communication referenced therein available to shareholders of Hess Corporation:

Elliott Management Highlights Unrelenting

Underperformance at Hess

Elliott Urges Hess Shareholders to Vote GREEN Proxy Card for

Highly-Qualified Independent Directors Who Will Bring Accountability to Hess

NEW YORK (April 11, 2013) — Elliott Management Corporation (“Elliott”) today issued the following communication to shareholders of Hess Corporation (NYSE: HES):

Despite Unrelenting Underperformance, Hess Persists with Rhetoric and Denial

	John Hess
	Tenure
	17 Years		5-Year		4-Year		3-Year		2-Year		1-Year
vs Proxy Peers used by Hess*	(333	)%	(31	)%	(43	)%	(29	)%	(40	)%	(17	)%
vs Revised Proxy Peers**	(460	)%	(45	)%	(63	)%	(44	)%	(47	)%	(20	)%

John Hess Rhetoric: John Hess ignores 17 years of underperformance and claims a “transformation” that supposedly began in 2010 is “delivering shareholder value.” He tells Shareholders to be content with performance since July 2012, which is when he announced that this “transformation” was underway.

Reality: Even when measured using John Hess’s short-term focus, Hess has radically underperformed its peers since the beginning of the company’s “transformation.” Furthermore, Hess’s explanation of more recent performance fails to account for the involvement of Shareholders calling for change.

Hess Stock Performance Versus Peers Since Start of “Transformation” (January 1, 2010)

Shareholder Nominees (GREEN Card) Offer Results, Not More John Hess Rhetoric

Rodney Chase (Former Deputy Group CEO, BP): Managed every major business at BP.

Harvey Golub (Former CEO, American Express): Led turnaround resulting in 750% share appreciation.

Karl Kurz (Former COO, Anadarko): Helped lead a successful transformation of Anadarko.

David McManus (Former EVP, Pioneer): Executed “a text book repositioning of a portfolio.”

Mark Smith (Senior VP/CFO, Ultra): Manages lowest-cost operator in resource play environment.

“We currently believe the best way for Hess shareholders to maximize their value is through the election of Elliott Management’s nominees to the board.” — Citigroup, April 5, 2013

A Vote for John Hess’s Nominees =		A Vote for Shareholder Nominees =
Lack of Accountability		*Accountability & Objective Analysis of All* Plans**

Change is possible with the right solutions — Vote the GREEN card for Real Change at Hess.

Additional Information

Elliott Associates, L.P. and Elliott International, L.P. (“Elliott”) filed a definitive proxy statement and an accompanying proxy card with the Securities and Exchange Commission (“SEC”) on April 3, 2013. Stockholders are advised to read the definitive proxy statement, and other materials filed with the SEC, because they contain important information concerning Elliott’s solicitation of proxies for the 2013 Hess Annual Meeting of Stockholders, including information concerning the participants in that solicitation. These materials are available for no charge at the SEC’s website at www.sec.gov or by directing a request to Elliott’s proxy solicitor, Okapi Partners, at its toll-free number (877) 796-5274 or via email at info@okapipartners.com.

Cautionary Statement Regarding Forward-Looking Statements

The information herein contains “forward-looking statements.” Specific forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts and include, without limitation, words such as “may,” “will,” “expects,” “believes,” “anticipates,” “plans,” “estimates,” “projects,” “targets,” “forecasts,” “seeks,” “could” or the negative of such terms or other variations on such terms or comparable terminology. Similarly, statements that describe our objectives, plans or goals are forward-looking. Our forward-looking statements are based on our current intent, belief, expectations, estimates and projections regarding the Company and projections regarding the industry in which it operates. These statements are not guarantees of future performance and involve risks, uncertainties, assumptions and other factors that are difficult to predict and that could cause actual results to differ materially. Accordingly, you should not rely upon forward-looking statements as a prediction of actual results and actual results may vary materially from what is expressed in or indicated by the forward-looking statements.

About Elliott Management:

Elliott’s two funds, Elliott Associates, L.P. and, Elliott International, L.P., together have more than $21 billion of assets under management. Founded in 1977, Elliott is one of the oldest hedge funds under continuous management. The Elliott funds’ investors include large institutions, high-net-worth individuals and families, and employees of the firm.

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Media Contact:		Investor Contact:

Elliot Sloane		Bruce H. Goldfarb/ Pat McHugh/Geoff Sorbello
Sloane & Company		Okapi Partners LLC
(212) 446-1860		(212) 297-0720
(646) 623-4819 (cell)		info@okapipartners.com

John Hartz
Sloane & Company
(212) 446-1872
(718) 926-3503 (cell)

*	Peers used by Hess for mgmt compensation: Anadarko, Apache, BP, Chevron, ConocoPhillips, Devon, EOG, Exxon, Marathon, Murphy, Occidental, Shell, Statoil, Talisman and Total.
**	Excludes Devon & Talisman due to high North America gas weighting; excludes BP, Shell, Statoil, Total due to European super major status; includes Noble as additional relevant competitor.

April 11, 2013 | ReassessHess.com