M&A - HESS CORP

Form Type: 8-K

Filing Date: 2025-03-07

Corporate Action: Merger

Type: Update

Accession Number: 000119312525049890

Filing Summary: On March 4, 2025, Hess Corporation's Compensation and Management Development Committee approved annual incentive targets under the Company's Annual Incentive Plan aimed at aligning pay with performance. Key enterprise level metrics for the plan include environment, health and safety measures, controllable production metrics, and cash costs. The payout varies from 0% to 200% based on performance against these metrics. Additionally, the Committee finalized long-term incentive awards for Named Executive Officers, influenced significantly by a pending merger with Chevron Corporation. The long-term incentive awards will be structured as restricted stock that vests over three years, with provisions for accelerated vesting in certain termination scenarios. This document reflects the company's strategic focus on creating long-term stockholder value amidst ongoing organizational changes due to the merger.

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