UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549


FORM 8-K
CURRENT REPORT
Pursuant to Section 13 and 15(d) of
the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): March 6, 2013

HESS CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
 
DELAWARE
1-1204
13-4921002
(State of Incorporation)
(Commission File Number)
(IRS Employer
   
Identification No.)
 
1185 Avenue of the Americas
New York, New York 10036
(Address of Principal Executive Office)

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


(Not Applicable)
(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 (see General Instruction A.2. below):

         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-2)

         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 ExchangeAct  (17 CFR 240.13e-4(c))        
 
 
 
 
 
Item 5.02.   Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Annual Bonus Awards

On March 6, 2013, the Compensation and Management Development Committee (the “Committee”) of the Board of Directors of Hess Corporation (the “Company”) approved target cash bonuses for the chief executive officer, the chief financial officer and the three most highly compensated executive officers (other than the chief executive officer and chief financial officer) of the Company for 2013.  One-third of the bonus is payable based upon attainment of a specified target level of a corporate performance measure, one-third is based upon the attainment of specified business unit metrics, and one-third is discretionary based on individual performance and other qualitative factors.  Payouts may range from 0% to 150% for each component of the target bonus, based on the percentage of attainment of the corporate and business unit performance measures and, with respect to the individual performance component, the Committee’s determination of an appropriate amount.


Long-Term Incentive Awards

On March 6, 2013, the Committee authorized awards under the Company’s Long-Term Incentive Plan, as amended (the “Plan”) to the Company’s named executive officers consisting of one-half performance share units (“PSUs”) and one-half shares of restricted stock.  The PSU awards link a significant portion of the grantees’ potential compensation to the Company’s performance over a specified future performance period. The PSU awards are intended to induce grantees to remain in the Company’s employ and as an incentive for improved performance towards corporate goals during such employment.  Payouts on the PSUs will be determined based on the Company’s total shareholder return (“TSR”) for the three-year performance period ending December 31, 2015 compared to the TSR of 15 peer companies over the same period.  Payouts will range from 0 percent to 200 percent of the target award based on the schedule below:
 
TSR Ranking
Percentage of PSUs Earned
1st
200%
2nd
200%
3rd
200%
4th
200%
5th
175%
6th
150%
7th
125%
8th
100%
9th
88%
10th
75%
11th
63%
12th
50%
13th
0%
14th
0%
15th
0%
16th
0%
 
If the Company’s total shareholder return for the performance period is negative, the percentage of PSUs earned may not exceed 100% of target.
 
 
 
 
 
  The restricted stock awards are contingent upon the attainment of a specified minimum cash flow hurdle.  The restricted stock awards are intended to induce grantees to remain in the Company’s employ and as an incentive to maximize long-term value for stockholders.

The named executive officers received the following awards:
 
Name
Title
Number of Shares of
Restricted Stock
Target Number of
PSUs
John B. Hess
Chairman and Chief Executive Officer
47,029
47,029
Gregory P. Hill
Executive Vice President and President, Worldwide Exploration & Production
19,365
19,365
F. Borden Walker
Executive Vice President and President, Marketing & Refining
13,832
13,832
Timothy B. Goodell
Senior Vice President and General Counsel
11,066
11,066
John P. Rielly
Senior Vice President and Chief Financial Officer
11,066
11,066
       
 
 
 
 
 
 
SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
HESS CORPORATION
 
       
       
Date: March 8, 2013
By:
/s/ Timothy B. Goodell                  
    Name:  Timothy B. Goodell  
   
Title:    Senior Vice President
             and General Counsel