Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.


Annual Incentive Plan

As previously disclosed, on March 3, 2020, the Compensation and Management Development Committee of the Board of Directors (the "Committee") of Hess Corporation (the "Company") approved 2020 incentive targets under the Company's Annual Incentive Plan (the "Plan") for the Company's chief executive officer, chief financial officer and three other most highly compensated executive officers (the "Named Executive Officers"). Payouts under the Plan are determined based on attainment of such pre-established enterprise level metrics and individual performance objectives.

The COVID-19 pandemic, in conjunction with global oil market disruptions, has severely impacted demand for oil. In response, the Company has implemented a number of cost-saving measures, including reducing its E&P capital and exploratory budget for 2020 by 37% to $1.9 billion. The Committee observed that global economic conditions warranted changes to the previously approved 2020 annual incentive program. When assessing possible changes, the Committee focused on (i) finding opportunities to reduce the Company's cash expense in-line with its other cost saving measures, and (ii) ensuring that the Plan continued to serve as a performance driver, with rigorous but attainable goals.

In support of these objectives, on June 2, 2020, the Committee determined to reduce the maximum payout under the Plan from 200% to 50% of target. In addition, the Committee approved adjustments to weightings and targets for certain annual enterprise-level metrics to reflect the Company's shift in priorities given the economic crisis. Revised Plan targets are intended to preserve the rigor of initial 2020 incentive targets while responding decisively to the current disruptions in the global oil markets.

Item 5.07. Submission of Matters to a Vote of Security Holders.

The 2020 annual meeting of stockholders (the "Meeting") of the Company was held on June 3, 2020. 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 ten 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:



                                                                 Broker
Name                          For        Against     Abstain   Non-Votes
Terrence J. Checki        263,343,393   5,296,971    276,716   12,070,117
Leonard S. Coleman, Jr.   264,615,293   4,052,840    248,947   12,070,117
Joaquin Duato             267,951,036    681,619     284,425   12,070,117
John B. Hess              264,778,583   3,997,478    141,019   12,070,117
Edith E. Holiday          230,269,846   38,105,879   541,355   12,070,117
Marc S. Lipschultz        265,824,166   2,832,110    260,804   12,070,117
David McManus             263,303,408   5,366,551    247,121   12,070,117
Kevin O. Meyers           264,931,715   3,745,780    239,585   12,070,117
James H. Quigley          265,836,312   2,833,094    247,674   12,070,117
William G. Schrader       266,417,754   2,253,205    246,121   12,070,117

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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 2020 proxy statement, received the vote of 93.5% of the shares present in person or represented by proxy and entitled to vote at the Meeting.



For                  251,408,843
Against               17,021,154
Abstain                  487,083
Broker Non-Votes      12,070,117

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, 2020 received the vote of 97.1% of the shares present in person or represented by proxy and entitled to vote at the Meeting.



For         272,789,282
Against       8,049,378
Abstain         148,537

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