HESS CORPORATION (NYSE:HES) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.

In March 2017, the Board of Directors (the Board) of Hess
Corporation (the Company), upon the recommendation of the
Compensation and Management Development Committee of the Board
(the Committee), adopted the Hess Corporation 2017 Long-Term
Incentive Plan (the 2017 Incentive Plan), subject to the
requisite stockholder approval. At the Companys Annual Meeting of
Stockholders held on June7, 2017 (the Meeting), stockholders
approved the 2017 Incentive Plan.

The purpose of the 2017 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
participants who are responsible for the success of the Company
and its subsidiaries and to provide meaningful long-term
incentive opportunities for participants who are in a position to
make significant contributions toward their objectives. The 2017
Incentive Plan will be administered by the Committee, or such
other committee as the Board may designate.

In connection with the approval of the 2017 Incentive Plan, the
Board has determined that no additional grants or awards will be
made under the Amended and Restated 2008 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 2017 Incentive Plan,
(a) 13,500,000 new shares of the Companys common stock will be
available for delivery, plus (b)up to 6,429,132 shares of the
Companys common stock that have been approved by the Companys
stockholders for issuance but have not been awarded under the
Prior Incentive Plan as of March9, 2017, plus (c)up to 6,602,006
shares of common stock subject to outstanding options or other
awards under the Prior Incentive Plan as of March9, 2017 that are
forfeited or are otherwise settled or terminated without a
distribution of shares on or after March9, 2017, subject to
adjustment for certain changes in the Companys capital structure.
The 2017 Incentive Plan will continue in effect until all shares
of common stock available under the 2017 Incentive Plan are
delivered and all restrictions on those shares have lapsed,
unless the 2017 Incentive Plan is terminated earlier by the
Board. However, no awards may be granted under the 2017 Incentive
Plan on or after June7, 2027.

A summary of the 2017 Incentive Plan is included under Proposal
5: Approval of the 2017 Long-Term Incentive Plan in the Companys
definitive proxy statement on Schedule 14A, filed with the
Securities and Exchange Commission on April28, 2017 (the 2017
Proxy Statement). The foregoing summary description of the 2017
Incentive Plan is subject to, and qualified in its entirety by
reference to, the full text of the 2017 Incentive Plan, which is
filed as Exhibit 10.1 hereto and incorporated herein by
reference.

Item5.07. Submission of Matters to a Vote of Security
Holders.

The Companys 2017 Annual Meeting was held on June7, 2017. The
following is a summary of the matters voted upon at the 2017
Annual Meeting and the voting results for each such matter:

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Proposal 1 Election of Directors. Each of the
following twelve director nominees received at least 97.3% of the
votes cast and was elected as a director for the ensuing one-year
term or until his or her respective successor is elected or
appointed:

Proposal 2 Advisory Vote on Executive
Compensation. The proposal to approve (on an advisory
basis) the compensation of the Companys named executive officers,
as disclosed in the 2017 Proxy Statement, received the vote of
96.4% of the shares present in person or represented by proxy and
entitled to vote at the Meeting.

Proposal 3 Advisory Vote on Frequency of Voting on
Executive Compensation. The proposal to approve (on an
advisory basis) the frequency of voting on executive compensation
received support of the following shares present in person or
represented by proxy and entitled to vote at the Meeting:

For the reasons described in the 2017 Proxy Statement, the Board
determined that the Company will submit to stockholders an
advisory vote on executive compensation on an annual basis.

Proposal 4 Ratification of Independent Auditors.
The proposal to ratify the appointment of Ernst Young LLP as the
Companys independent registered public accounting firm for the
fiscal year ending December31, 2017 received the vote of 97.9% of
the shares present in person or represented by proxy and entitled
to vote at the Meeting.

Proposal 5 Approval of the 2017 Incentive Plan.
The proposal to approve the 2017 Incentive Plan received the vote
of 97.6% of the shares present in person or represented by proxy
and entitled to vote at the Meeting.

Proposal 6 Stockholder Proposal Regarding Carbon Asset
Risk Report. The stockholder proposal recommending that
the Company prepare a scenario analysis report regarding carbon
asset risk received the vote of 29.8% of the shares present in
person or represented by proxy and entitled to vote at the
Meeting.

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Item9.01. Financial Statements and Exhibits.

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About HESS CORPORATION (NYSE:HES)

Hess Corporation is an exploration and production (E&P) company. The Company is engaged in exploration, development, production, transportation, purchase and sale of crude oil, natural gas liquids, and natural gas. Its segments include E&P, which is engaged in the sale of crude oil, natural gas liquids and natural gas, and Bakken Midstream, which provides services, including crude oil and natural gas gathering, processing of natural gas and the fractionation of natural gas liquids, transportation of crude oil by rail car, terminaling and loading crude oil and natural gas liquids, and the storage and terminaling of propane, located in the Bakken shale play of North Dakota. Its Bakken Midstream assets include Tioga gas plant, Tioga gas plant, Crude oil train units, Ramberg truck facility, Gathering pipelines and Gathering pipelines. It has production operations located in the United States, Denmark, Equatorial Guinea, the Joint Development Area of Malaysia/Thailand, Malaysia and Norway.