UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 28, 2024, Hess Corporation (the “Company”) held a special meeting of stockholders (the “Special Meeting”) in connection with the proposed merger (the “merger”) with Chevron Corporation (“Chevron”), as disclosed in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on April 26, 2024. The following is a summary of the matters voted upon at the Special Meeting and the voting results for each such matter.
Proposal 1 – The Merger Proposal. The proposal to adopt the Agreement and Plan of Merger, dated as of October 22, 2023 (as may be amended from time to time), by and among Chevron, Yankee Merger Sub Inc. and the Company, was approved by the votes set forth below:
| For |
157,628,777 | |||
| Against |
19,735,104 | |||
| Abstain |
72,818,634 |
Proposal 2 – The Merger-Related Compensation Proposal. The proposal to approve (on an advisory basis) the compensation that may be paid or become payable to the Company’s named executive officers that is based on or otherwise related to the merger, was not approved and received the votes set forth below:
| For |
112,970,138 | |||
| Against |
109,888,516 | |||
| Abstain |
27,323,861 |
Approval of the Merger-Related Compensation Proposal is not a condition to completion of the merger, and the vote with respect to such proposal was advisory only and will not be binding on the Company or Chevron.
Because there were sufficient votes to approve the Merger Proposal, no proposal to adjourn the Special Meeting was made.
Item 8.01. Other Events.
On May 28, 2024, the Company issued a press release announcing the results of the Special Meeting, which is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
| Exhibit No. |
Description of Exhibit | |
| 99.1 | Press Release, dated May 28, 2024 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: May 31, 2024
| HESS CORPORATION | ||
| By: | /s/ Timothy B. Goodell | |
| Name: | Timothy B. Goodell | |
| Title: | Executive Vice President, General Counsel and Corporate Secretary | |