Oil and gas company Hess Corp. (HES) Thursday said it has reached an agreement with Elliott Management to resolve its proxy contest.
Under the terms of the agreement, Elliott will withdraw its slate of five director nominees and support the election of Hess' five new directors: John Krenicki Jr., Fredric Reynolds, William Schrader, Kevin Meyers and Mark Williams.
Three of Elliott's director nominees - Rodney Chase, Harvey Golub, and David McManus - are being added to the 2015 director class.
The reconstituted Board would continue to consist of 14 persons due to various retirements.
The Board will appoint two of the Elliott nominees to a five-member Nominating and Corporate Governance Committee, and one Elliott nominee would be appointed to the Compensation Committee.
Hess said it has adopted measures to refresh the majority of its board, separate the roles of Chairman & CEO, and recommend in favor of a resolution to destagger the board with the support of the Hess family shares.
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