UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On November 6, 2019, at the recommendation of the Corporate Governance and Nominating Committee, the Board of Directors (the “Board”) of Hess Corporation (the “Company”) elected Joaquín Duato to serve as a director of the Company, effective immediately.
Mr. Duato currently serves as the Vice Chairman of the Executive Committee of Johnson & Johnson, where he is responsible for the pharmaceuticals and consumer sectors, as well as supply chain, information technology, global services and health and wellness functions. He was named to his current role in 2018 after serving as Worldwide Chairman, Pharmaceuticals since 2011. Prior to that, he held executive positions of increasing responsibility in the pharmaceutical sector since joining Johnson & Johnson in 1989.
The Board has determined that Mr. Duato is “independent” in accordance with the rules and standards of the New York Stock Exchange. Mr. Duato does not have a material interest in any transaction that is required to be disclosed under Item 404(a) of Regulation S-K, and there is no arrangement or understanding between Mr. Duato and any other person pursuant to which he was selected as a director. Mr. Duato has not yet been appointed to any committees of the Board.
Mr. Duato’s compensation for service as a director will be consistent with the compensation paid to other non-employee directors of the Company as described in the Company’s 2019 proxy statement, filed with the Securities and Exchange Commission on April 25, 2019.
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: November 7, 2019
| HESS CORPORATION | ||
| By: |
/s/ Timothy B. Goodell | |
| Name: |
Timothy B. Goodell | |
| Title: |
Senior Vice President, General Counsel and Corporate Secretary | |