SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): January 1, 2007
HESS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
(State or Other Jurisdiction of Incorporation)
1-1204
(Commission File Number)
13-4921002
(I.R.S. Employer Identification Number)
1185 Avenue of the Americas
New York, New York 10036
(Address and zip code of principal executive offices)
(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:
[ ] 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))
Item 1.01--Entry into a Material Definitive Agreement.
This form 8-K describes ordinary course director compensation actions taken by
the Board of Directors of Hess Corporation.
Effective January 1, 2007, the Board of Directors approved a change in the
manner of determining the annual equity compensation for non-management
directors. Previously, each year each non-management director received 500
shares (1,500 shares on a post-split basis) of Hess Corporation Common Stock
plus cash equal to the market price of 500 shares (1,500 shares on a post-split
basis) of Common Stock to enable directors to purchase an equivalent number of
shares. Effective January 1, 2007, non-management directors will be awarded
annually a number of shares of Common Stock the market price of which on the
date of award will be equal to $150,000. This change, which represents a slight
reduction in total equity compensation from the two-part formula used last year,
was implemented to reduce annual fluctuations in the value of equity awards by
tying the award to a dollar amount rather than a number of shares. This change,
which will be reflected in the Hess Corporation Directors Stock Award Plan, was
approved by the Corporate Governance and Nominating Committee and by the full
Board of Directors.
In addition, effective January 1, 2007 the Corporate Governance and Nominating
Committee and the Board of Directors approved increases in the annual cash
retainers for members (other than the Chairmen) of the Corporate Governance and
Nominating Committee and the Compensation and Management Development Committee
from $4,000 to $5,000 and the annual cash retainers for Chairman of those
committees from $5,000 to $7,500 and for the Chairman of the Audit Committee
from $10,000 to $15,000.
The Board had previously approved a stock ownership guideline for directors as
part of corporate governance best practices. The guideline requires each
director to own and hold at least 15,000 shares of Hess Common Stock within 6
years of such director's first election to the Board or within two years of
adoption of the guideline, whichever is later.
SIGNATURES
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.
HESS CORPORATION
BY: /s/ J. Barclay Collins
--------------------------------
Name: J. Barclay Collins
Title: Executive Vice President
and General Counsel
Dated: January 4, 2007