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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 and 15(d) of
the Securities Exchange Act of 1934
May 7, 2008
Date of Report (Date of earliest event reported)
HESS CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
13-4921002
Delaware 1-1204 (IRS Employer
(State of Incorporation) (Commission File Number) Identification No.)
1185 Avenue of the Americas
New York, New York 10036
(Address of Principal Executive Office)
(212) 997-8500
(Registrant's Telephone Number, Including Area Code)
(Not Applicable)
(Former Name or Former Address,
If Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 5, 2008, Hess Corporation's (the "Company") Compensation and
Management Development Committee (the "Committee") approved and the Board of
Directors adopted the Company's 2008 Long-Term Incentive Plan (the "2008
Incentive Plan"), subject to the requisite stockholders approval. At the annual
meeting held on May 7, 2008, stockholders approved the 2008 Incentive Plan.
In connection with the approval of the 2008 Incentive Plan, the Board has
determined that no additional grants or awards will be made under the Second
Amended and Restated 1995 Long-Term Incentive Plan (the "Prior Incentive Plan")
in the future, but the awards outstanding under the Prior Incentive Plan will
remain in effect in accordance with their terms. Under the 2008 Incentive Plan,
a maximum of 13,000,000 shares of the Company's common stock will be available
for delivery, plus up to 16,985,500 shares of common stock subject to
outstanding options or other awards under the Prior Incentive Plan that are
forfeited or are otherwise settled or terminated without a distribution of
shares on or after March 5, 2008, subject to adjustment for certain changes in
the Company's capital structure. The 2008 Incentive Plan will continue in effect
until all shares of common stock available under the 2008 Incentive Plan are
delivered and all restrictions on those shares have lapsed, unless the 2008
Incentive Plan is terminated earlier by the Board. However, no awards may be
granted under the 2008 Incentive Plan on or after May 7, 2018.
The purpose of the 2008 Incentive Plan is to promote the identity of
interests between stockholders and non-employee directors of the Company and
officers, other employees and consultants of the Company and its subsidiaries by
encouraging and creating significant levels of ownership of common stock by
those non-employee directors, officers, other employees and consultants. The
2008 Incentive Plan will be administered by the Committee, or such other
committee as the Board may designate. Awards may be granted only to individuals
who are officers, other employees or consultants of the Company or its
subsidiaries, as well as to non-employee directors of the Company. The 2008
Incentive Plan provides for the grant of incentive stock options or stock
options not intended to qualify as incentive stock options, stock appreciation
rights, restricted stock and restricted stock units, performance awards, and
dividend equivalents.
The foregoing summary description of the 2008 Incentive Plan is qualified
in its entirety by reference to the actual terms of the 2008 Incentive Plan. For
additional information regarding the 2008 Incentive Plan, refer to "Proposal to
Approve the Adoption of the 2008 Long-Term Incentive Plan" on pages 40-51 of the
Company's 2008 Proxy Statement, as filed with the Securities and Exchange
Commission on March 27, 2008, and the full text of the 2008 Incentive Plan
attached as Annex B thereto, which are incorporated herein by reference.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Date: May 12, 2008
HESS CORPORATION
By: /s/ J. Barclay Collins II
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Name: J. Barclay Collins II
Title: Executive Vice President
and General Counsel