8-K

UNITED STATES

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): May 14, 2025

HESS CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

DELAWARE

No. 1-1204

No. 13-4921002

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

1185 Avenue of the Americas

New York, New York 10036

(Address of Principal Executive Office) (Zip Code)

Registrant’s Telephone Number, Including Area Code: (212) 997-8500

N/A

(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))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, par value $1.00 per share	HES	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07.

Submission of Matters to a Vote of Security Holders.

The 2025 annual meeting of stockholders (the “Meeting”) of Hess Corporation (the “Company”) was held on May 14, 2025. All matters voted on at the Meeting were approved. The following is a summary of the matters voted upon at the Meeting and the voting results for each such matter:

Proposal 1 – Election of Directors. Each of the following twelve director nominees was elected as a director for the ensuing one-year term or until his or her respective successor is elected or appointed, by the vote set forth below:


Name	For		Against		Abstain		Broker Non-Votes
Terrence J. Checki		243,301,536		9,763,211		933,740		18,401,894
Leonard S. Coleman, Jr.		247,935,822		5,002,976		1,059,689		18,401,894
Lisa Glatch		252,425,981		809,550		762,956		18,401,894
John B. Hess		246,254,234		6,987,896		756,357		18,401,894
Edith E. Holiday		241,294,670		11,956,387		747,430		18,401,894
Marc S. Lipschultz		247,897,353		5,349,278		751,856		18,401,894
Raymond J. McGuire		247,793,558		5,024,758		1,180,171		18,401,894
David McManus		247,183,930		6,060,946		753,611		18,401,894
Kevin O. Meyers		245,887,220		7,357,425		753,842		18,401,894
Karyn F. Ovelmen		244,168,364		9,063,274		766,849		18,401,894
James H. Quigley		246,865,379		6,375,000		758,108		18,401,894
William G. Schrader		247,190,523		6,045,667		762,297		18,401,894

Proposal 2 – Advisory Vote on Executive Compensation. The proposal to approve (on an advisory basis) the compensation of the named executive officers, as disclosed in the Company’s 2025 definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission on April 4, 2025, received the vote of 95.6% of the shares present in person or represented by proxy and entitled to vote at the Meeting.


For			242,922,564
Against			10,155,312
Abstain			920,611
Broker Non-Votes			18,401,894

Proposal 3 – Ratification of Registered Public Accountants. The proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accountants for the fiscal year ending December 31, 2025 received the vote of 96.5% of the shares present in person or represented by proxy and entitled to vote at the Meeting.


For			262,820,959
Against			8,844,416
Abstain			735,006

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 16, 2025


HESS CORPORATION

By:		/s/ Timothy B. Goodell
Name:		Timothy B. Goodell
Title:		Executive Vice President, General Counsel and Chief Compliance Officer

SEC Form 8-K filed by Hess Corporation