SCHEDULE 14A

(Rule14a-101)

Information Required in Proxy Statement

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

Filed by the Registrant  x☒                             Filed by a Party other than the Registrant  ¨☐

Check the appropriate box:

Hess Corporation

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

HESS CORPORATION

March 24, 2016

Dear Stockholder:

You are cordially invited to attend the annual meeting of stockholders, which will be held at Hess Corporation, 1501 McKinney Street, Houston, Texas 77010, on Wednesday, May 4, 2016, at 9:00 a.m., local time. The formal notice of annual meeting and proxy statement, which are contained in the following pages, outline the action to be taken by the stockholders at the meeting.

We are pleased to furnish our proxy materials to our stockholders over the internet, as permitted by Securities and Exchange Commission rules. We believe this process will enable us to provide you with a convenient way to access our proxy materials, while reducing the costs and environmental impact of our annual meeting. A paper copy of our proxy materials may be requested through one of the methods described in the Notice of Internet Availability of Proxy Materials.

It is important that your shares be represented at the meeting whether or not you are personally able to attend. Accordingly, after reading the attached Notice of Annual Meeting of Stockholders and Proxy Statement, please promptly submit your proxy by telephone, internet or mail as described in your proxy card or Notice of Internet Availability of Proxy Materials. If you submit your proxy over the internet, you will have the opportunity to agree to receive future stockholder documents electronically via email, and we encourage you to do so. If you have received a paper copy of the proxy materials and choose to submit your vote by traditional proxy or voting instruction card, please sign, date and mail the card in the pre-addressed reply envelope provided to you. Your cooperation will be appreciated.

Sincerely yours,

Chief Executive Officer

The attached proxy statement is dated March 24, 2016 and is first being mailed to stockholders on or about March 24, 2016.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This document contains “forward-looking” statements, as defined under the Private Securities Litigation Reform Act of 1995. Generally, the words “anticipate,” “estimate,” “expect,” “forecast,” “guidance,” “could,” “may,” “should,” “believe,” “intend,” “project,” “plan,” “predict,” “will” and similar expressions identify forward-looking statements, which generally are not historical in nature. Forward-looking statements related to our operations are based on our current understanding, assessments, estimates and projections. Forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our historical experience and our current projections or expectations. As and when made, we believe that these forward-looking statements are reasonable. However, caution should be taken not to place undue reliance on any such forward-looking statements since such statements speak only as of the date when made and there can be no assurance that such forward-looking statements will occur. We are not obligated to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Risk factors that could materially impact future actual results are discussed in our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and other filings with the Securities and Exchange Commission.

HESS CORPORATION

April 25, 2019

Dear Stockholder:

You are cordially invited to attend our annual meeting of stockholders, which will be held at Hess Corporation, 1501 McKinney Street, Houston, Texas 77010, on Wednesday, June 5, 2019 at 9:00 a.m., local time.

We ended 2018 with significant momentum following strong strategic execution and operational performance. As a result, we are uniquely positioned to deliver increasing financial returns, visible and low risk production growth and accelerating free cash flow well into the next decade.

We have built a balanced portfolio of growth and cash flow assets. In 2018, we focused investments onhigh return, low cost opportunities primarily at our growth assets – offshore Guyana, where Hess has a 30 percent interest in the Stabroek Block, home to one of the industry’s largest oil discoveries in a decade with significant additional exploration potential, and the Bakken, our largest operated asset where net production is expected to grow approximately 20 percent per year to 200,000 barrels of oil equivalent per day by 2021.

We will continue toensure that we have the financial capacity to fund our world class investment opportunities and maintain an investment grade credit rating. We ended 2018 with $2.7 billion of cash on the balance sheet and the spending flexibility to reduce our capital program by up to $1 billion should oil prices move lower in the future.

Weremain focused on growing free cash flow in a disciplined and reliable manner. Our company is at an exciting inflection point as we transition from an investment phase to a free cash flow generation phase beginning in 2020 with the startup of the Liza Phase 1 development offshore Guyana. The growing resource base on the Stabroek Block underpins the potential for at least five floating production, storage and offloading vessels producing more than 750,000 gross barrels of oil per day by 2025. As our portfolio generates increasing free cash flow, we will prioritize return of capital to stockholders through dividends and opportunistic share repurchases. In 2018, we completed our previously announced $1.5 billion share repurchase program.

Our purpose is to bethe world’s most trusted energy partner andsustainability is fundamental to our long-term strategy. We are proud to have been recognized once again in 2018 by several third-party organizations for the quality of our environmental, social and governance performance and disclosure. Our board is actively engaged in overseeing Hess’ sustainability practices, and considers sustainability risks and global scenarios when making strategic decisions.

Our board values the dialogue we have with our stockholders, and the variety of perspectives and feedback we receive from ourongoing stockholder engagement is an important input in our decision-making process. In 2018, we proactively engaged with stockholders representing approximately 70% of shares outstanding on matters around our business strategy, corporate governance, executive compensation and sustainability efforts. More than 450 participants experienced our investor day event, where we shared details about our exciting future.

We will continue to execute our strategy that has positioned our companyto deliver long-term value and increasing returns to stockholders. On behalf of the board of directors, we thank you for your investment in Hess Corporation. We look forward to sharing more about our company at our annual meeting on June 5.

Sincerely,

TABLE OF CONTENTS

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This document contains “forward-looking” statements, as defined under the Private Securities Litigation Reform Act of 1995. Generally, the words “anticipate,” “estimate,” “expect,” “forecast,” “guidance,” “could,” “may,” “should,” “would,” “believe,” “intend,” “project,” “plan,” “predict,” “will,” “target,” and similar expressions identify forward-looking statements, which generally are not historical in nature. Forward-looking statements related to our operations are based on our current understanding, assessments, estimates and projections of relevant factors and reasonable assumptions about the future. Forward-looking statements are subject to certain known and unknown risks and uncertainties that could cause actual results to differ materially from our historical experience and our current projections or expectations of future results expressed or implied by these forward-looking statements. As and when made, we believe that these forward-looking statements are reasonable. However, given these uncertainties, caution should be taken not to place undue reliance on any such forward-looking statements since such statements speak only as of the date when made and there can be no assurance that such forward-looking statements will occur and actual results may differ materially from those contained in any forward-looking statement we make. Except as required by law, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Risk factors that could materially impact future actual results are discussed in our Annual Report onForm 10-K, Quarterly Reports on Form10-Q, and other filings with the Securities and Exchange Commission.

HESS CORPORATION

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

Wednesday, May 4, 2016,June 5, 2019, at 9:00 a.m.

To the Stockholders:

The annual meeting of stockholders of Hess Corporation will be held at Hess Corporation,our offices, 1501 McKinney Street, Houston, Texas 77010, on Wednesday, May 4, 2016,June 5, 2019, at 9:00 a.m., local time, for the following purposes:

All stockholders are cordially invited to attend, although only stockholders of record at the close of business on March 17, 2016,April 15, 2019, the record date for the annual meeting, will be entitled to vote at the meeting.

By order of the board of directors,

George C. BarryTimothy B. Goodell

Secretary

March 24, 2016April 25, 2019

YOUR VOTE IS IMPORTANT

PROXY SUMMARY

The following section is only a summary of key elements of the proxy statement, itstatement. This summary is intended to assist you in reviewing the proxy statement in advance of the annual meeting of stockholders. This summaryIt does not contain all of the information you should consider, and we encourage you to read this entire proxy statement before submitting your votes.vote.

Your2019 Annual Meeting Information

Voting Matters

Proposals				Board Vote Recommendation		Page Reference
1.		Election of eleven director nominees forone-year term expiring in 2020		FOR each nominee			2
2.		Advisory approval of the compensation of our named executive officers		FOR			48
3.		Ratification of the selection of Ernst & Young LLP as our independent registered public accountants for the year ending December 31, 2019		FOR			49

Your vote is important to us. Please exercise your right to vote.

Voting Matters and Board RecommendationHow to Vote

 

		Board Vote   Recommendation		Page Reference   (for more detail)
1. Election of eleven director nominees		FOR all of the director nominees		10
2. Advisory approval of the compensation of our named executive officers		FOR		57
3. Ratification of selection of independent registered public accountants		FOR		59
4. Approval of the performance incentive plan for senior officers		FOR		61
5. Stockholder proposal for a report regarding carbon asset risk		AGAINST		66

Nominees for Director

The following table provides summary information about each director nominee. Directors are elected by a majority of votes cast, for one-year terms expiring in 2017.

Name

Age

Director Since

Primary Occupation

Committee Memberships

Other Boards

Independent

Rodney F. Chase

72

2013

Former Deputy Group Chief Executive BP

Audit, Governance

1

YES

Terrence J. Checki

70

2014

Former EVP Federal Reserve Bank of NY

Audit

0

YES

John B. Hess

61

1978

Chief Executive Officer

1

NO

Edith E. Holiday

63

1993

Corporate Director and Trustee

Governance (Chair)

3

YES

Risa Lavizzo-Mourey

61

2004

President and CEO, Robert Wood Johnson Foundation

Compensation

0

YES

David McManus

62

2013

Former EVP, Pioneer Natural Resources

Compensation

3

YES

Kevin O. Meyers

62

2013

Former SVP of Americas E&P, ConocoPhillips

Audit

4

YES

John H. Mullin III

74

2007

Chairman, Ridgeway Farm LLC

Governance

0

YES

James H. Quigley

63

2013

Chairman of the Board

Audit (Chair), Compensation

2

YES

Fredric G. Reynolds

65

2013

Former EVP & CFO, CBS Corporation

Audit, Governance

2

YES

William G. Schrader

58

2013

Former COO, TNK-BP Russia

Audit

3

YES

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Corporate Governance

Proxy Access. In keeping with our high governance standards and based on stockholder input, the board of directors adopted a proxy access by-law permitting a stockholder, or a group of up to 20 stockholders, owning 3% of our outstanding common stock for at least three years to nominate and include in our proxy materials up to the greater of two directors or 20% of our board of directors, provided that such stockholders and nominees follow the procedures set forth in our by-laws.

Governance Highlights
	ü    12 of 13 directors are independent (10 of 11 nominees)		üOver the Internet    Stock ownership policy for executives
ü    Independent chairman							ü    Anti-hedging and pledging policies
ü    Refreshed board (majority within the last 3 years)		ü    Annual board and committee evaluations
ü    Annual election of directors		ü    Stockholder proxy access
ü    Majority vote for director elections		ü    Stockholder outreach
ü    Independent audit, compensation & governance committees
ü    Compensation clawback policy		X    NO poison pill

Business, Strategy & Performance

Summary of Hess’ Business.We are a leading global independent energy company engaged in the exploration and production of crude oil and natural gas. In 2015, the board of directors and management team completed the process of transforming Hess from an integrated energy company into a more geographically focused pure play exploration and production (“E&P”) company. This multi-year, strategic transformation was designed to drive cash generative growth and sustainable returns to stockholders by leveraging our lean manufacturing capabilities, exploiting our deepwater drilling and project development capabilities and executing a smaller, more targeted exploratory program. We have a diversified portfolio of high-quality assets, with a balanced mix between unconventional and conventional resources, located onshore and offshore in the U.S. and select locations around the world, where we believe we have a competitive advantage.

Strategy. Our strategy in this “lower for longer” oil price environment is to preserve the strength of our balance sheet, preserve our operating capabilities and preserve our long-term growth options. We plan to focus on value, not volume, and for this reason we intend to reduce our activity levels across our portfolio and pursue further cost reductions in 2016 and beyond to keep our balance sheet strong. It is also important that we maintain our lean manufacturing capabilities and our deepwater drilling and project development capabilities so that we are prepared to ramp-up activity as oil prices recover. We will also proactively manage our financial flexibility so that we can continue to invest in promising cash generative growth options. Nearer term, in developments, we made important progress on the North Malay Basin project, which is expected to begin production in 2017, and at the Stampede field in the Gulf of Mexico, which is expected to begin production in 2018. Longer term, in exploration, we are participating in the Liza prospect in the deepwater offshore Guyana and the Sicily and Melmar prospects in the deepwater Gulf of Mexico. In particular, the Stabroek Block in Guyana has the potential to create substantial long-term value for our stockholders. Our board of directors regularly reviews and actively challenges management on our strategy and is fully supportive of the strategy and of its implementation by management.

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Strong Operational Performance in 2015. Through extensive cost reduction efforts, we decreased capital and exploratory expenditures and cash operating costs by approximately $700 million, while increasing net production by 14% from 2014, to 375,000 barrels of oil equivalent per day. In addition, in July 2015, we sold a 50% interest in our Bakken midstream assets for net cash consideration of approximately $2.6 billion. By adhering to this disciplined approach, we finished the year with one of the strongest balance sheets and liquidity positions among our E&P peers, with $2.7 billion of cash, total liquidity including available committed credit facilities of approximately $7.4 billion, and a debt-to-capitalization ratio, excluding the Bakken Midstream joint venture, of approximately 24.4%. In February 2016, we further strengthened our balance sheet and liquidity position by raising an additional $1.6 billion through public offerings of common stock and mandatory convertible preferred stock.

3-Year Relative PerformanceBy Telephone
A signal	Visit the website listed on your Notice of Hess accomplishments: Three-year TSR significantly outperformed the medianInternet Availability of our 2015 peers.

Executive Compensation

Response to Low Oil Price Environment. Given the low oil price environment, and our disciplined approach to executive compensation, the compensation and management development committee approved the following compensation actions for 2015 and 2016:

held salaries flat at 2014 levels for our named executive officers (“NEOs”) during 2015 and 2016;

applied negative discretion to reduce the payouts to our NEOs for the enterprise performance component of the annual incentive plan from 111% to 85%, despite strong 2015 enterprise results, and made no adjustments for 2015 individual performance;

held flat annual incentive plan targets for our NEOs in 2015 and 2016; and

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reduced grant date values of long-term incentive awards for each of our NEOs in 2015 compared to 2014 to reflect the low commodity price environment and manage share utilization, and further reduced grant date values of long-term incentive awards in 2016 by an additional 15% from 2015 levels.

CEO LTI Grant Date Value
2016		$8,080,000
2015		$9,500,000
2014		$9,775,000

Supplemental Disclosure of CEO Total Direct Compensation.The following table illustrates total direct compensation, which reflects the sum of base salary, actual annual incentive award and the grant date fair value of long term incentive awards, paid to our CEO from 2013 to 2015. The amounts reported in this table differ substantially from the amounts required to be reported under SEC rules in the Summary Compensation Table on page 47, and is not a substitute for such information.

CEO Total Direct Compensation
Year		Salary		Annual Incentive Award		Long-Term Incentive Award		Total Direct Compensation
2015		$1,500,000		$1,912,500		$9,500,036		$12,912,536
2014		$1,500,000		$3,037,500		$9,774,979		$14,312,479
2013		$1,500,000		$3,794,917		$8,511,308		$13,806,225

Compensation Program Key Practices. Our compensation program is guided by the following key practices, which we believe promote alignment with the interests of our stockholders.Proxy Materials or proxy card or voting instruction form

 

Key Compensation Practices
ü      Directly link pay to performance and stockholder returns		ü      2015 Say on Pay Vote: 96.4% Approval
ü      Target total direct compensation within range of market median
ü      Impose cap on CEO incentive compensation payments		X     NO hedging or pledging by executives
ü      Compensation plans designed to mitigate undue risk		X     NO employment contracts for NEOs
ü      Double-trigger change-in-control severance benefits		X     NO dividends or equivalents on unearned LTI awards
ü      Maintain a compensation clawback policy		X     NO excise tax gross-ups in new change-in-control agreements
ü      Minimal use of perquisites for executives		X     NO re-pricing of stock options without stockholder approval
ü      Retain an independent compensation consultant		X     NO excessive severance or change in control benefits

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HESS CORPORATION

PROXY STATEMENT

The enclosed proxy is solicited byCall the board of directors of Hess Corporation for use at the annual meeting of stockholders to be held on Wednesday, May 4, 2016, at 9:00 a.m., local time, in our office at 1501 McKinney Street, Houston, Texas 77010.

On or about March 24, 2016, we commenced mailing this proxy statement, the notice of annual meeting and the proxy card to stockholders. Holders of record of common stock of the company at the close of business on March 17, 2016 will be entitled to vote at the annual meeting. Each share of common stock will be entitled to one vote. As of March 17, there were 316,735,877 shares of common stock outstanding and entitled to vote at the annual meeting. There are no other voting securities of the company outstanding. A majority of the outstanding shares of common stock, present in person or represented by proxy, will constitute a quorum at the annual meeting. Abstentions and broker non-votes will be counted as shares present for purposes of determining the presence of a quorum for the transaction of business.

In accordance with Securities and Exchange Commission (“SEC”) rules, we are making our proxy materials available to stockholders over the internet. On or about March 24, 2016, we mailed a Notice of Internet Availability of Proxy Materials to our stockholders. This Notice contains instructions on how to access this proxy statement and our annual report and submit a proxy over the internet. If you received a Notice by mail, you will not receive a paper copy of the proxy materials unless you request such materials by following the instructions contained in the Notice.

If at the close of business on March 17, 2016 your shares were held in an account at a brokerage firm, bank, dealer, or other similar organization, then you are the beneficial owner of shares held in “street name” and the proxy materials, as applicable, are being forwarded to you by that organization. The organization holding your account is considered the stockholder of record for purposes of voting at the annual meeting. As a beneficial owner, you have the right to direct that organization on how to vote the shares in your account. If that organization is not given specific direction, shares held in the name of that organization may not be voted and will not be considered as present and entitled to vote on any matter to be considered at the annual meeting, except with respect to the ratification of the company’s independent auditors.Brokers are not permitted to vote your shares for the election of directors, for the advisory vote on executive compensation, for the approval of the performance incentive plan for senior officers or for or against the stockholder proposal without your instructions as to how to vote. Please instruct your broker how to vote your shares using the voting instruction form provided by your broker so that your vote can be counted.

If you are a registered stockholder, you can simplify your voting by using the internet or calling a toll-free telephone number. Internet and telephone voting information is provided on the proxy card or Notice. A control number, located on the instruction sheet attached to the proxy card or Notice, is designated to verify your identity and allow you to vote your shares and confirm that your voting instructions have been recorded properly. If you vote via the internet or by telephone, there is no need to return a signed proxy card. However, you may still vote by proxy by using the proxy card.

Proxies will be voted at the annual meeting in accordance with the specifications you make on the proxy. If you sign the proxy card or submit a proxy by telephone or over the internet and do not specify how your shares are to be voted, your shares will be voted in accordance with the recommendations of the board of directors (See “Questions and Answers about the Annual Meeting and Voting”).

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING

Why did I receive these proxy materials?

You have received these proxy materials because you are a Hess Corporation stockholder, and our board of directors is soliciting your authority, or proxy, to vote your shares at the 2016 annual meeting of stockholders. The proxy materials include our notice of annual meeting of stockholders, proxy statement and 2015 annual report. If you requested printed versions of these materials by mail, these materials also include the proxy card or voting instruction form for the annual meeting. Proxy cards are being solicited on behalf of our board of directors. The proxy materials include detailed information about the matters that will be discussed and voted on at the meeting, and provide updated information about our company that you should consider in order to make an informed decision when voting your shares. The proxy materials are first being furnished to stockholders on or about March 24, 2016.

The following proposals are scheduled to be voted on at the annual meeting:

Proposal 1: Election of eleven director nominees;

Proposal 2: Advisory approval of the compensation of our named executive officers;

Proposal 3: Ratification of the selection of Ernst & Young LLP as independent auditors for the fiscal year ending December 31, 2016;

Proposal 4: Approval of the performance incentive plan for senior officers; and

Proposal 5: Stockholder proposal recommending that the company provide a scenario analysis report regarding carbon asset risk.

Can I access the proxy materials on the internet?

Yes. The company’s notice of annual meeting, proxy statement and 2015 annual report are available athttp://www.envisionreports.com/HES.

In accordance with SEC rules, we are making our proxy materials available to stockholders over the internet. On or about March 24, 2016, we mailed a Notice of Internet Availability of Proxy Materials to our stockholders. The Notice contains instructions on how to access this proxy statement and our 2015 annual report and submit a proxy over the internet. If you received a Notice by mail, you will not receive a paper copy of the proxy materials unless you request such materials by following the instructions contained in the Notice.

The Notice also includes instructions about how to request delivery of future proxy materials electronically by e-mail, and we encourage you to do so. Choosing to receive future proxy materials bye-mail will save us the cost of printing and mailing the materials to you and will reduce the impact of our annual meeting on the environment. If you choose to receive future proxy materials by e-mail, you will receive an e-mail prior to the next stockholder meeting containing links to the proxy materials and the proxy voting website. Your election to receive proxy materials by e-mail will remain in effect until you change it.

How do I attend the annual meeting?

The annual meeting will be held at Hess Corporation, 1501 McKinney Street, Houston, Texas 77010 on Wednesday, May 4, 2016 at 9:00 a.m., local time. When you arrive, signs will direct you to the appropriate room. Please note that the doors to the meeting room will not be open until 8:00 a.m. You should be prepared to present valid government-issued photo identification, such as a driver’s license or passport, for admittance. In addition, if you are a stockholder of record, your name will be verified against the list of stockholders of record prior to admittance to the annual meeting. If you are a beneficial owner, you must provide proof of beneficial ownership, such as your account statement showing that you own our stock, a copy of the voting instruction form provided by your broker, trustee or nominee, or other similar evidence of ownership. If you do not provide valid government-issued photo identification and comply with the other procedures outlined above, you will not be admitted to the annual meeting. Directions to attend the annual meeting can be found atwww.hess.com/company/hess-offices. You do not need to attend the annual meeting to vote. Even if you plan to attend the annual meeting, please submit your vote in advance as instructed herein.

What is the quorum requirement for holding the 2016 annual meeting?

A majority of the outstanding shares of common stock, present in person or represented by proxy, will constitute a quorum at the annual meeting. Abstentions and broker non-votes will be counted as shares present for purposes of determining the presence of a quorum for the transaction of business.

Who can vote?

Holders of record of common stock at the close of business on March 17, 2016 will be entitled to vote at the annual meeting. Each share of common stock will be entitled to one vote on all matters properly brought before the meeting. As of March 17, 2016, there were 316,735,877 shares of common stock outstanding and entitled to vote at the annual meeting. There are no other voting securities of the company outstanding.

What is the difference between holding shares as a holder of record and as a beneficial owner?

If at the close of business on March 17, 2016, the record date for the annual meeting, your shares were held in an account at a brokerage firm, bank, dealer, or other similar organization or other nominee, then you are the beneficial owner of shares held in “street name” and the proxy materials, as applicable, are being forwarded to you by that organization. The organization holding your account is considered the stockholder of record for purposes of voting at the annual meeting. As a beneficial owner, you have the right to direct that organization on how to vote the shares in your account. If that organization is not given specific direction, shares held in the name of that organization may not be voted and will not be considered as present and entitled to vote on any matter to be considered at the annual meeting, except with respect to the ratification of the company’s independent auditors.Brokers are not permitted to vote your shares for the election of directors, for the advisory vote on executive compensation, for the approval of the performance incentive plan for senior officers or for or against the stockholder

proposal without your instructions as to how to vote. Please instruct your broker how to vote your shares using the voting instruction form provided by your broker. The voting instruction forms provided by your bank, broker or other nominee will also include information about how to vote your shares over the internet or telephonically, if such options are available. Please return your completed voting instruction form to your broker and contact the person responsible for your account or vote by internet or telephone so that your vote can be counted.

How do I vote my shares?

You may vote your shares using one of the following methods (please also see the information provided above concerning the difference between holding shares as a holder of record or registered holder and holding shares beneficially through a bank, broker or other nominee—beneficial holders should follow the voting instructions provided by such nominee):

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Over the internet. If you have access to the internet, you can submit your proxy online by following the instructions included on your proxy card or Notice (or voting instruction form in the case of beneficial holders for whom internet voting is available) for voting over the internet.

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By telephone. You can vote by calling a toll-free telephone number listed on the proxy card (or voting instruction form in the case of beneficial holders for whom telephone voting is available). Please refer to your proxy card or voting instruction form for instructions on voting by phone.

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		By mail. You may vote your shares by completing, signing and mailingMail								In Person at the proxy card included with your proxy materials (or voting instruction form inMeeting
		Follow the case of beneficial holders). Please refer toinstructions on your proxy card or voting instruction form for instructions on voting by mail.

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In person at the annual meeting. Stockholders are invited to attend the annual meeting and vote in person at the annual meeting. person. If you are a beneficial owner of shares you must obtain a legal proxy from the bank, broker or other holder of record of your shares to be entitled to vote those shares in person at the meeting. See page 52 for more information.

A control number, located on the instruction sheet attached to the proxy card or Notice, is designated to verify your identity and allow you to vote your shares and confirm that your voting instructions have been recorded properly. If you vote via the internet or by telephone, there is no need to return a signed proxy card. However, you may still vote by proxy by using the proxy card.

As noted above, if you hold shares beneficially in street name through a bank, broker or other nominee, you may vote by submitting the enclosed voting instruction form. Telephone and internet voting may be also available—please refer to the voting instruction form provided by your bank, broker or other nominee for more information.

Can I change my vote?

Yes. You may revoke the proxy at any time prior to its use by:

delivering a written notice to the secretary of the company, mailed to Hess Corporation, 1185 Avenue of the Americas, New York, New York 10036;

executing and submitting a later-dated proxy;

re-voting your shares by telephone or on the internet; or

attending the annual meeting and voting in person.

What vote is required to approve each of the proposals?

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Proposal 1: Election of directors: The election of directors is considered an uncontested election as defined in the company’s by-laws. This means that, to be elected as a director of the company at the 2016 annual meeting, nominees must receive a majority of the votes cast. A majority of votes cast means that the number of shares voted “for” a director’s election exceeds 50% of the number of votes cast with respect to that director’s election. Abstentions and broker non-votes are not counted as votes cast.

 

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		2019 PROXY STATEMENT		ii

Proxy Summary

Our Purpose: To Be The World’s Most Trusted Energy Partner

Hess Corporation is a global Exploration and Production (“E&P”) company engaged in the exploration, development, production, transportation, purchase and sale of crude oil, natural gas liquids, and natural gas.

As a leading independent energy company, our purpose is to be the world’s most trusted energy partner through our strong company values and focus on long-term strategy. We are committed to developing oil and gas resources in an environmentally responsible and sustainable manner. We are focused on building a company that makes a positive impact for all stakeholders: our investors, employees, partners and the communities in which we do business and society at large.

Hess Values

Our company values set the framework and establish the ethical standards by which we conduct our business.

		Proposal 2: Advisory vote •  INTEGRITY: We are committed to approve the compensationhighest level of integrity in all our relationships. •  PEOPLE: We are committed to attracting, retaining and energizing the named executive officersbest people by investing in their professional development and providing them with challenging and rewarding opportunities for personal growth. •  PERFORMANCE: Approval We are committed to a culture of this proposal requiresperformance that demands and rewards outstanding results throughout our business. •  VALUE CREATION: We are committed to creating stockholder value based on sustained financial performance and long-term profitable growth. •  SOCIAL RESPONSIBILITY: We are committed to meeting the affirmative votehighest standards of corporate citizenship by protecting the health and safety of our employees, safeguarding the environment and creating a majority of the shares present in person or represented by proxy and entitled to vote at the annual meeting. Abstentions will be counted as present for the purposes of this vote and will have the effect of a vote against the proposal. Broker non-votes will not be counted as present and are not entitled to votelong-lasting, positive impact on the proposal.communities where we do business. •  INDEPENDENT SPIRIT: We are committed to preserving the special qualities and unique personality that have made us a successful independent enterprise.

We are committed to having an engaged, diverse and inclusive workplace that fosters learning, development and innovation. Our leadership team conducts a robust program of employee engagement and we have invested in the personal and professional development of our employees through programs that focus on leadership, early career and diversity, as well as mentorship programs and employee resource groups. Through the compensation and management development committee, the board oversees and monitors company culture and its alignment with our values and long-term business strategy. Directors also have opportunities throughout the year to meet with employees and visit our assets and offices.

Proxy Summary

Strategy of Value Creation

Our strategy is to deliver capital efficient growth in our resources and production – investing in the highest return projects to move down the cost curve and be profitable in a lower price environment with increasing cash generation and returns to stockholders. Consistent with this strategy, we divested higher-cost, mature assets over the last several years to build a balanced portfolio, and we will continue to maintain financial strength to fund our world class investment opportunities. We are at a transformative inflection point and expect to transition from an investment phase to a free cash generation phase beginning in 2020 with the startup of production offshore Guyana and continued production growth in the Bakken.

Focused and Balanced Portfolio

Our focused, balanced portfolio complements our strategy and benefits from low-cost, cash generating assets primarily in the Gulf of Mexico and Malaysia/Thailand that provide a stable base of support to fund our long-term growth investments in Guyana and the Bakken. At the world class Stabroek Block offshore Guyana, startup of the Liza Phase 1 development project is expected in early 2020, followed by startup of Liza Phase 2 expected inmid-2022, with the potential for at least five floating, production, storage and offloading vessels (“FPSOs”) producing more than 750,000 gross barrels of oil per day by 2025. In the Bakken, we are a top-tier operator and expect net production to grow at a compound annual rate of 20%, to approximately 200,000 barrels of oil equivalent per day, by 2021. As a result, we expect to reduce our portfolio breakeven to less than $40 per barrel Brent by 2025. We will continue to evaluate our portfolio as we execute our strategy and deliver long-term value and increasing returns for our stockholders.

		2019 PROXY STATEMENT		iv

Proxy Summary

Commitment to Sustainability

Sustainability is an integral part of our company’s strategy and operations. We are committed to helping meet the world’s growing energy needs in a safe, environmentally responsible, socially sensitive and profitable way. We believe our focus on sustainability creates value for our stockholders and helps position us to continuously improve business performance. Our strategy focuses our efforts on the areas most significant to our business, including health and safety, climate change, community and stakeholder engagement, human rights, and transparency.

Board Oversight of Sustainability Practices

As part of our commitment, the board is actively engaged in overseeing Hess’ sustainability practices and works alongside senior management to ensure focus on these topics. The environmental, health and safety subcommittee of the board’s audit committee provides oversight and makes recommendations to the full board of directors with respect to Hess’ policies, positions and systems for environmental, health, safety and social responsibility, compliance and risk management. Our board is climate change literate, and these and other environmental risks are discussed at the board level and taken into account in strategic decisions. Furthermore, the board’s compensation and management development committee has tied executive compensation to advancing the environmental, health and safety goals of the company.

Disclosure and Transparency

Hess is committed to transparency and our strategy is closely aligned with the recommendations of the Financial Stability Board’s Task Force on Climate-related Financial Disclosures. Hess is recognized as a leader in environmental, social and governance transparency and disclosure:

Proxy Summary

Corporate Performance Highlights

In 2018, we had exceptional operational performance and exploration success. We are well positioned to deliver increasing financial returns, visible and low risk production growth and accelerating free cash flow while maintaining financial strength.

Corporate Governance Highlights

		2019 PROXY STATEMENT		vi

What are the recommendations of the board of directors?

The board of directors recommends that you vote your shares on your proxy card:Proxy Summary

What does it mean if I receive more than one proxy card on or about the same time?

It generally means you hold shares registered in more than one account. In order to vote all of your shares, please sign and return each proxy card or, if you vote via the internet or telephone, vote once for each proxy card you receive.

What if I do not specify how I want my shares to be voted?

If you are the record holder of your shares and do not specify on your proxy card (or when giving your proxy by telephone or the internet) how you want to vote your shares, your shares will be voted:

If you are a beneficial owner of shares and do not specify how you want to vote, your shares may not be voted by the record holder and will not be considered as present and entitled to vote on any matter to be considered at the annual meeting, except with respect to the ratification of the company’s independent auditors. If your shares are held of record by a bank, broker, or other nominee, we urge you to give instructions to your bank, broker, or other nominee as to how you wish your shares to be voted so you may participate in the stockholder voting on these important matters.

What is the effect of an “ABSTAIN” vote?

Abstentions are considered to be present and entitled to vote with respect to each relevant proposal, but will not be considered a vote cast with respect to that proposal. Therefore, an abstention will effectively be a vote against each of the proposals, except for the election of directors.

What is a “broker non-vote”?

A “broker non-vote” occurs when a beneficial owner of shares held by a broker, bank or other nominee fails to provide the record holder with voting instructions on any “non-routine” matters brought to a vote at a stockholder meeting.

Under the rules of the New York Stock Exchange (“NYSE”), “non-routine” matters include the election of directors, the advisory vote to approve the compensation of named executive officers, approval of the performance incentive plan for senior officers and the stockholder proposal described in this proxy statement. As such, a broker may not vote your shares with respect to such matters without your instructions.

If your shares are held of record by a bank, broker, or other nominee, we urge you to give instructions to your bank, broker, or other nominee as to how you wish your shares to be voted so you may participate in the stockholder voting on these important matters.

What should I do if I have other questions?

If you have any questions or require any assistance with voting your shares, please contact our proxy solicitor, MacKenzie Partners Inc., toll free at (800) 322-2885 or directly at (212) 929-5500.

ADDITIONAL INFORMATION

Availability of additional materials

The company will provide to any person whose proxy is solicited by this proxy statement, without charge, upon written request to the company’s corporate secretary at our principal executive offices at Hess Corporation, 1185 Avenue of the Americas, New York, New York 10036, a copy of the company’s annual report on Form 10-K for the fiscal year ended December 31, 2015, or the company’s proxy statement. The company’s proxy statement and annual report are also available on our website atwww.hess.com.

The information provided on the company’s website (www.hess.com) is referenced in this proxy statement for information purposes only. Neither the information on the company’s website, nor the information in the company’s sustainability report, shall be deemed to be a part of or incorporated by reference into this proxy statement or any other filings we make with the SEC.

Proxy solicitation expenses

The cost of preparing and mailing the Notice of Internet Availability of Proxy Materials, this proxy statement and the accompanying proxy and the cost of solicitation of proxies on behalf of the board of directors will be borne by the company. Solicitation will be made by mail and internet. Some personal solicitation may be made by directors, officers and employees without special compensation, other than reimbursement for expenses. In addition, we have retained MacKenzie Partners Inc. to aid in the solicitation. Its fees for this solicitation are not expected to exceed $25,000, exclusive of expenses.

Brokers and other nominees will be requested to solicit proxies or authorizations from beneficial owners and will be reimbursed for their reasonable and documented expenses in connection therewith.

Submission of stockholder proposals and nominations for the 2017 annual meeting

Proposals and Director Nominees for Inclusion in Proxy Materials

Proposals which stockholders wish to include in the company’s proxy materials relating to the 2017 annual meeting of stockholders must be received by the corporate secretary at the address below no later than November 24, 2016. Such proposals must meet the requirements of the SEC to be eligible for inclusion in the company’s proxy materials. Proposals must be addressed to:

Hess Corporation

1185 Avenue of the Americas

New York, N.Y. 10036

Attn: Corporate Secretary

Stockholder nominations for candidates for election at the 2017 annual meeting of stockholders which the stockholders wish to include in the company’s proxy materials relating to the 2017 annual meeting of stockholders must be received by the company at the above address on or prior to February 3, 2017 (90 days prior to the one-year anniversary of the 2016 annual meeting) together with the information required by the proxy access provision in the company’s by-laws.

Proposals and Director Nominees for Presentation at the Annual Meeting

Any stockholder proposal for, or nominations for candidates for election at, the 2017 annual meeting of stockholders which the proponent does not wish to include in the company’s proxy materials for that meeting must be received on or prior to February 3, 2017 (90 days prior to the one-year anniversary of the 2016 annual meeting) together with the information required by the company’s by-laws. If the notice of such proposal or nomination is received by the company at the above address after February 3, 2017, the proposal or nomination will be considered untimely, and if voted at the annual meeting, will be subject to the discretionary authority of proxies solicited by the board of directors.

PROPOSAL 1: ELECTION OF DIRECTORSDirector Nominees

At the 2013 annual meeting of stockholders, stockholders approved an amendment to the company’s restated certificate of incorporation to eliminate the classification of the board of directors. The declassification was implemented without shortening the term of any incumbent director. Beginning with the 2016 annual meeting, all eleven directors on the board will be elected to serve for a term of one year and until their successors are elected and qualified.

It is intended that proxies will be voted for the nominees set forth herein. The company’s by-laws provide for majority voting in uncontested elections of directors, which is the case for the election of directors at the 2016 annual meeting. Accordingly, to be elected as a director of the company at the 2016 annual meeting, nominees must receive a majority of the votes cast. A majority of votes cast means that the number of shares voted “for” a director’s election exceeds 50% of the number of votes cast with respect to that director’s election. Abstentions and broker non-votes are not counted as votes cast.

If a director is not elected at the 2016 annual meeting and no successor has been elected at the annual meeting, the director is required to promptly tender his or her resignation to the board of directors. The corporate governance and nominating committee is then required to make a recommendation to the board of directors as to whether to accept or reject the tendered resignation, or whether other action should be taken. The board of directors will act on the tendered resignation and will publicly disclose its decision and rationale within 90 days following certification of the election results. These procedures are described in full in our by-laws, which may be found on the company’s website atwww.hess.com.

It is expected that all candidates will be able to serve. However, if one or more are unable to do so, the proxy holders will vote the proxies for the remaining nominees and for substitute nominees chosen by the board of directors unless the board reduces the number of directors to be elected at the annual meeting.

The following table presents information as of February 1, 2016 about the nominees for election as directors of the company, including the specific experience, qualifications, attributes or skills that led the board to conclude that such person should serve as a director.

Nominees for Director

For one-year term expiring in 2017

Name		Age		Director      since		Principal occupation, other directorships and skills and experience
Rodney F. Chase		72		2013		Principal Occupation: Former Deputy Group Chief Executive of BP plc.   Other Directorships: Tesoro Corporation. Former Director, Genel Energy, plc (Chairman), Computer Sciences Corporation (Chairman) and Petrofac Limited (Chairman).   Skills and Experience: Mr. Chase’s experience in the oil and gas industry, corporate management, international operations, public company governance and board practices provides the Hess board with valuable industry knowledge and strategic planning experience.

Name		Age		Director      since		Principal occupation, other directorships and skills and experience
Terrence J. Checki		70		2014		Principal Occupation: Former Executive Vice President and Head, Emerging Markets and International Affairs, Federal Reserve Bank of New York.   Skills and Experience: Mr. Checki brings decades of experience in management and international relations to the Hess board. He has had key roles in the resolution of numerous economic and financial challenges in the U.S. and abroad during his tenure at the Federal Reserve Bank of New York.
John B. Hess		61		1978		Principal Occupation: Chief Executive Officer.   Other Directorships: KKR Management LLC, General Partner of KKR & Co. L.P. Former Director, Dow Chemical Company.   Skills and Experience: Mr. Hess has over 35 years of experience with the company. During his career, Mr. Hess has acquired in-depth knowledge of the company’s strategy and operations and the history of the company’s development, and he and his family have had a long-standing commitment to the company.
Edith E. Holiday		63		1993		Principal Occupation: Corporate Director and Trustee. Former Assistant to the President of the United States and Secretary of the Cabinet. Former General Counsel, United States Department of the Treasury.   Other Directorships: Canadian National Railway Company, White Mountains Insurance Group Ltd. and director or trustee of various Franklin Templeton mutual funds. Former Director, RTI International, H.J. Heinz Company.   Skills and Experience: Ms. Holiday brings deep public policy and governance expertise to the Hess board. The first woman to serve as General Counsel of the Treasury Department, Ms. Holiday possesses strong corporate governance and regulatory expertise, as well as legal and managerial experience in both private and public sectors. She has also served in a directorship capacity across a diverse range of industries throughout her career. Ms. Holiday currently chairs our corporate governance and nominating committee.
Risa Lavizzo-Mourey, MD		61		2004		Principal Occupation: President and Chief Executive Officer, The Robert Wood Johnson Foundation.   Other Directorships: Former Director, Genworth Financial, Inc.   Skills and Experience: Dr. Lavizzo-Mourey is a former director of five public companies, including service on audit committees. She has decades of leadership and technical experience and has significant experience in the nonprofit and health care sectors.

Name		Age		Director      since		Principal occupation, other directorships and skills and experience
David McManus		62		2013		Principal Occupation: Former Executive Vice President and Head of International Operations, Pioneer Natural Resources Co.   Other Directorships: FLEX LNG Limited (Chairman), Rockhopper Exploration plc and Costain Group plc. Former Director, Caza Oil & Gas Inc. and Cape plc.   Skills and Experience: Mr. McManus is an experienced international business leader in the energy industry and provides the Hess board with oil and gas project management and commercial expertise.
Kevin O. Meyers, Ph.D.		62		2013		Principal Occupation: Independent Energy Consultant. Former Senior Vice President of E&P for the Americas, ConocoPhillips.   Other Directorships: Bill Barrett Corporation, Denbury Resources Inc., Hornbeck Offshore Services, Inc. and Precision Drilling Corporation. Former Director, LUKOIL.   Skills and Experience: Dr. Meyers has over 30 years of experience in exploration and production, both domestic and international. Based on this experience, Dr. Meyers brings to the Hess board decades of managing E&P operations in geographies directly relevant to Hess’ focused E&P portfolio.
John H. Mullin III		74		2007		Principal Occupation: Chairman, Ridgeway Farm LLC (private company engaged in timber and farming activity). Former Managing Director, Dillon, Read & Co. Inc. (former investment banking firm).   Other Directorships: Former Lead Director, Progress Energy, Inc. Former Director, Sonoco Products Company, the Ryland Group, Inc. and Adolph Coors Company. Former Trustee, The Putnam Funds.   Skills and Experience: With over 35 years of investment banking and public company board experience, Mr. Mullin adds valuable financial and governance expertise to the Hess board. Mr. Mullin has served on the board of directors of multiple companies across sectors, including finance, packaging, real estate and energy.
James H. Quigley		63		2013		Principal Occupation: Chairman of the Board. Former Chief Executive Officer, Deloitte, Touche Tohmatsu Limited.   Other Directorships: Merrimack Pharmaceuticals Inc. and Wells Fargo & Company.   Skills and Experience: Mr. Quigley led Deloitte, one of the world’s largest accounting and consulting firms. During his 38 years at Deloitte, he was a trusted consultant on strategic leadership and operating matters to senior management teams of multinational companies across industries. He brings to the Hess board significant global experience and knowledge of financial, tax and regulatory matters that are relevant to Hess’ operations. Mr. Quigley currently chairs our audit committee.

Name		Age		Director      since		Principal occupation, other directorships and skills and experience
Fredric G. Reynolds		65		2013		Principal Occupation: Former Executive Vice President and Chief Financial Officer, CBS Corporation.   Other Directorships: Mondelez International Inc. and United Technologies Corp. Former Director, AOL, Inc., The Readers Digest Association, Blockbuster Inc. and Sportsline.com, Inc.   Skills and Experience: During his tenure as Chief Financial Officer of CBS Corporation, shareholders experienced substantial share appreciation and return of capital. Mr. Reynolds brings to the Hess board his substantial experience as a Chief Financial Officer with a successful track record of financial oversight, leading a successful transformation, returning capital, and delivering long term returns.
William G. Schrader		58		2013		Principal Occupation: Former Chief Operating Officer, TNK-BP Russia.   Other Directorships: Ophir Energy plc (African oil and gas exploration company) (Chairman), Bahamas Petroleum Company Ltd. (Chairman) and CHC Group Ltd.   Skills and Experience: Mr. Schrader is an experienced E&P executive responsible for transforming BP’s significant E&P assets, and brings to the Hess board his experience as a disciplined E&P operator with expertise in production sharing structures, government relations and delivering returns.

The board of directors recommends that stockholders voteFOR the election of each of the eleven director nominees named above.

All of the nominees and directors named above have held substantially the positions or former positions indicated for the past five years, except as described below. Mr. Checki retired as Executive Vice President and Head, Emerging Markets and International Affairs at the Federal Reserve Bank of New York in March 2014. Dr. Meyers retired from ConocoPhillips in December 2010, where he served in senior executive positions since 2002. Mr. Schrader retired as chief operating officer of TNK-BP in 2011 after serving in senior executive roles at BP for many years. Mr. Quigley has over 35 years of experience in audit, tax, consulting and financial services, and retired in 2012 from Deloitte Touche Tohmatsu Limited, where he last served as chief executive officer from 2007 to 2011. Mr. McManus has over 35 years of experience in the oil and gas industry and retired in 2011 from Pioneer Natural Resources Co., where he last served as Executive Vice President and Head of International Operations since 2008.

Mr. Hess may be deemed to be a control person of the company by virtue of his beneficial ownership of common stock as described under “Ownership of Voting Securities by Certain Beneficial Owners.”

The board of directors met eight times in 2015. Each director attended at least 75% of the aggregate of all board of directors meetings and all meetings of the committees of the board of directors on which he or she served during 2015.

Non-management directors meet without members of management present generally after each regularly scheduled board meeting. The chairman of the board of directors presides at these meetings.

All of the current directors who were serving as a director at the time of last year’s annual meeting attended that meeting.

Director and Nominee Independence

The board of directors has affirmatively determined that twelve of the thirteen current directors on the board, namely, Mr. Chase, Mr. Checki, Mr. Golub, Ms. Holiday, Dr. Lavizzo-Mourey, Dr. Meyers, Mr. McManus, Mr. Mullin, Mr. Quigley, Mr. Reynolds, Mr. Schrader and Mr. Wilson, are independent within the meaning of the rules and standards of the NYSE. The board of directors has also affirmatively determined that ten of the eleven nominees for election at the 2016 annual meeting, namely, Mr. Chase, Mr. Checki, Ms. Holiday, Dr. Lavizzo-Mourey, Dr. Meyers, Mr. McManus, Mr. Mullin, Mr. Quigley, Mr. Reynolds and Mr. Schrader are independent within the meaning of the rules and standards of the NYSE. The board determined that these directors and nominees not only met all “bright-line” criteria under these rules, but also that, based on all known relevant facts and circumstances, there did not exist any relationship that would compromise the independence of these directors.

Corporate Governance Guidelines

The board has approved a set of corporate governance guidelines in accordance with rules of the NYSE. These guidelines set forth the key policies relating to corporate governance, including director qualification standards, director responsibilities and director compensation. The board has also approved a code of business conduct and ethics in accordance with rules of the NYSE and the SEC applicable to all directors, officers and employees, including the chief executive officer, the principal financial and accounting officer and other senior financial officers. The code is intended to provide guidance to directors and management to assure compliance with law and promote ethical behavior. Copies of the company’s corporate governance guidelines and its code of business conduct and ethics may be found on the company’s website atwww.hess.com and are also available without charge upon request to the company’s corporate secretary at the address set forth on page 8.

Stockholder and Interested Party Communications

Any stockholder or interested party who wishes to communicate or request a meeting with members of the board of directors or with only non-management directors or any specified individual director may do so by writing to them in care of the chairman of the board of directors, Hess Corporation, at the address set forth on page 8. The stockholders may also communicate directly to the chairman by e-mail toBoardChairman@hess.com. Communications sent by mail or e-mail will be reviewed by the chairman and will be referred for resolution and response as deemed appropriate by the chairman. If a stockholder requests a meeting, the corporate governance and nominating committee will decide whether the subject matter is a proper one to be addressed by the board and, if so, whether a meeting is warranted. The corporate governance and nominating committee will meet periodically to review all stockholder communications received.

Board Leadership Structure

During 2013, the board of directors amended the by-laws to provide for a non-executive chairman of the board and separated the positions of chairman of the board and chief executive officer. On March 2, 2016, Mr. James H. Quigley was appointed as the independent chairman of the board, succeeding Dr. Mark R Williams who retired for health reasons. Mr. John B. Hess serves as chief executive officer and a director of the board.

The board currently believes that separating the roles of chairman and chief executive officer allows for better alignment of corporate governance with stockholder interests and aids in the board’s oversight of management and the board’s ability to carry out its roles and responsibilities on behalf of the stockholders. The board also believes that the separation of the roles of chairman and chief executive officer allows the chief executive officer to focus more of his time and energy on operating and managing the company and leverages the chairman’s leadership and financial, governance and regulatory experience.

Age

Director Since

Committee Memberships

Audit**

Compensation

Governance

EHS***

Rodney F. Chase* Former Deputy Group Chief Executive, BP

75

2013

●

●

●

Terrence J. Checki* Former EVP, Federal Reserve Bank of NY

73

2014

●

●

Leonard S. Coleman, Jr.* Former President of the National League of Major League Baseball; Former Commissioner of the New Jersey Department of Energy

69

2016

●

●

John B. Hess Chief Executive Officer

64

1978

Edith E. Holiday* Corporate Director and Trustee

66

1993

Chair

Risa Lavizzo-Mourey* Penn Integrates Knowledge Professor, University of Pennsylvania; Former President and CEO, Robert Wood Johnson Foundation

64

2004

Chair

Marc S. Lipschultz* Co-founder and President of Owl Rock Capital Partners andCo-Chief Investment Officer of Owl Rock Capital Advisors

50

2016

●

David McManus* Former EVP, Pioneer Natural Resources

65

2013

●

●

Kevin O. Meyers* Former SVP of Americas E&P, ConocoPhillips

65

2013

●

Chair

James H. Quigley* Independent Chairman of the Board The chairman,

66

2013

●

William G. Schrader* Former COO, TNK-BP Russia

61

2013

●

●

*	Independent Director

** Fredric G. Reynolds, the current chair of the Audit Committee, will not stand for election at the 2019 Annual Meeting

***	Subcommittee of Audit Committee

Independent Director Nominee Characteristics

When evaluating nominees for our board of directors, the corporate governance and nominating committee considers diversity of viewpoints, backgrounds and experience, including diversity of race, gender, ethnicity, age and cultural background to ensure effective oversight of our strategy and culture and effective representation of the interests of all stockholders.

vii		2019 PROXY STATEMENT

Proxy Summary

Executive Compensation Tied to Company Performance

Compensation Objective

We strive to attract and retain talented executives and motivate them to achieve our business goals through a combination of cash and stock-based compensation, which includes a base salary, annual incentive, and long-term incentives. The board oversees our compensation program and ensures that we implement our objectives by setting short-term targets that lead to long-term success and long-term targets based on total shareholder return, which has proven to be the most effective measure of long-term value creation. In 2018, we had an extraordinary year operationally and our performance on cost, capital discipline and safety metrics exceeded expectations, resulting in an above-target payout on our annual bonus. Our stock price continues to recover from lower oil prices and the execution of our long-term strategy, which resulted in our Performance Share Unit (“PSU”) program providing a below-target payout.

Key 2018 Compensation Actions

Other 2018 Compensation Actions

Compensation Program Key Practices Promote Alignment with Stockholder Interests

		2019 PROXY STATEMENT		viii

Proxy Summary

Pay vs. Performance Alignment - Realizable Compensation

A comparison of realizable pay to target pay, based on the grant date opportunity, and TSR illustrates how performance outcomes have impacted pay over time. The graph below shows the average realizable pay of the CEO for each of the three-year periods ending December 31, 2016, 2017 and 2018 and the correlation with the indexed TSR of Hess common stock. As shown below, realizable CEO compensation is sensitive to TSR, thereby illustrating meaningful alignment with stockholder interests. The slight increase in realizable pay for 2016-2018 despite the drop in stock price is due primarily to the strong relative performance of the 2018 PSUs at year-end 2018 (second among all our peers) and the above target 2018 annual incentive payment due to exceptional operational performance.

PROXY STATEMENT

The enclosed proxy is solicited by the board of directors of Hess Corporation for use at the annual meeting of stockholders to be held on Wednesday, June 5, 2019, at 9:00 a.m., local time, in our office at 1501 McKinney Street, Houston, Texas 77010.

On or about April 25, 2019, we commenced mailing this proxy statement, the notice of annual meeting and the proxy card to stockholders. Holders of record of common stock of the company at the close of business on April 15, 2019 will be entitled to vote at the annual meeting. Each share of common stock will be entitled to one vote. As of April 15, 2019, there were 303,438,673 shares of common stock outstanding and entitled to vote at the annual meeting. There are no other voting securities of the company outstanding. A majority of the outstanding shares of common stock, present in person or represented by proxy, will constitute a quorum at the annual meeting. Abstentions and brokernon-votes will be counted as shares present for purposes of determining the presence of a quorum for the transaction of business.

In accordance with Securities and Exchange Commission (“SEC”) rules, we are making our proxy materials available to stockholders over the internet. On or about April 25, 2019, we mailed the Notice of Internet Availability of Proxy Materials to our stockholders (the “Notice”). The Notice contains instructions on how to access this proxy statement and our annual report and submit a proxy over the internet. If you received the Notice by mail, you will not receive a paper copy of the proxy materials unless you request such materials by following the instructions contained in the Notice.

If at the close of business on April 15, 2019 your shares were held in an account at a brokerage firm, bank, dealer, or other similar organization, then you are the beneficial owner of shares held in “street name” and the proxy materials, as applicable, are being forwarded to you by that organization. The organization holding your account is considered the stockholder of record for purposes of voting at the annual meeting. As a beneficial owner, you have the right to direct that organization on how to vote the shares in your account. If that organization is not given specific direction, shares held in the name of that organization may not be voted and will not be considered as present and entitled to vote on any matter to be considered at the annual meeting, except with respect to the ratification of the company’s independent auditors.Brokers are not permitted to vote your shares with respect to Proposal 1, the election of directors, or Proposal 2, the advisory vote on executive compensation, without your instructions as to how to vote. Please instruct your broker how to vote your shares using the voting instruction form provided by your broker so that your vote can be counted.

If you are a stockholder of record, you can vote by using the internet or by calling a toll-free telephone number. Internet and telephone voting information is provided on the proxy card or the Notice. A control number, located on the instruction sheet attached to the proxy card or the Notice, is designated to verify your identity and allow you to vote your shares and confirm that your voting instructions have been recorded properly. If you vote via the internet or by telephone, there is no need to return a signed proxy card. However, you may still vote by proxy by using the proxy card.

Proxies will be voted at the annual meeting in accordance with the specifications you make on the proxy. If you sign the proxy card or submit a proxy by telephone or over the internet and do not specify how your shares are to be voted, your shares will be voted in accordance with the recommendations of the board of directors. For more information, see “Questions and Answers About the Annual Meeting and Voting,” beginning on page 51.

		2019 PROXY STATEMENT		1

PROPOSAL 1: ELECTION OF DIRECTORS

Majority Voting Standard

It is intended that proxies will be voted for the nominees set forth herein. The company’sby-laws provide for majority voting in uncontested elections of directors, which is the case for the election of directors at the 2019 annual meeting. Accordingly, to be elected as a director of the company at the 2019 annual meeting, nominees must receive a majority of the votes cast. A majority of votes cast means that the number of shares voted “for” a director’s election exceeds 50% of the number of votes cast with respect to that director’s election. Abstentions and brokernon-votes are not counted as votes cast.

If a director is not elected at the 2019 annual meeting and no successor has been elected at the annual meeting, the director is required to promptly tender his or her resignation to the board. The corporate governance and nominating committee is then required to make a recommendation to the board as to whether to accept or reject the tendered resignation, or whether other action should be taken. The board will act on the tendered resignation and will publicly disclose its decision and rationale within 90 days following certification of the election results. These procedures are described in full in ourby-laws, which may be found on the company’s website atwww.hess.com.

It is expected that all candidates will be able to serve. However, if before the annual meeting any nominee in this proxy statement is unable to serve, or for good cause will not serve as a director, the proxy holders will vote the proxies for the remaining nominees and for substitute nominees chosen by the board of directors to fill the vacancy unless the board reduces the number of directors to be elected at the annual meeting.

Nominees for Director

The following table presents information as of February 4, 2019 about the nominees for election as directors of the company, including the specific experience, qualifications, attributes and skills that led the board to conclude that such person should serve as a director. All of the directors on the board are elected for aone-year term expiring in 2020.

Proposal 1: Election of Directors + Nominees for Director

		2019 PROXY STATEMENT		3

Proposal 1: Election of Directors + Nominees for Director

Proposal 1: Election of Directors + Nominees for Director

		2019 PROXY STATEMENT		5

Proposal 1: Election of Directors + Director Nominations

Director Nominations

The corporate governance and nominating committee is responsible for recommending to the board qualified candidates for election as directors. In advance of each annual meeting, the committee meets to recommend nominees for election at the annual meeting. From time to time throughout the year, the committee reviews the mix of skills, qualifications and experience of the directors currently on the board and seeks to identify individuals whose skills, qualifications and experience will supplement and contribute to the effectiveness of the board. Members of the committee may from time to time meet with potential candidates.

The corporate governance and nominating committee and the board believe that the board collectively should encompass a broad range of skills, expertise, general industry knowledge and diversity of opinion. New perspectives and ideas are essential to the proper functioning of the board as is the experience and institutional knowledge of longer-tenured directors. The board has undergone significant refreshment over the last several years, replacing over 70% of the board since 2013. The average tenure of our independent director nominees is approximately eight years. The corporate governance and nominating committee seeks to ensure that board nominees reflect an appropriate balance of tenure, experience, skills and diversity.

As noted above, among the criteria used to evaluate nominees for the board is diversity of viewpoints, background and experience, including diversity of race, gender, ethnicity, age and cultural background. The board believes that such diversity provides varied perspectives which promote active and constructive dialogue among board members and between the board and management, resulting in more effective oversight. The board believes this diversity is amply demonstrated in the varied backgrounds, experience, qualifications and skills of the current and proposed members of the board, including board leadership positions. In the board’s executive sessions and in annual performance evaluations conducted by the board and its committees, the board from time to time considers whether the members of the board reflect such diversity and whether such diversity contributes to a constructive and collegial environment.

The corporate governance and nominating committee has retained Russell Reynolds Associates, a director and executive search and recruiting firm, to identify and review potential independent director candidates and assist the committee and the board in assessing the qualifications of candidates. The committee has not paid fees to any other third parties to assist in identifying or evaluating potential nominees. Each of the nominees for election at the 2019 annual meeting were recommended by thenon-management directors of the corporate governance and nominating committee, with the input of senior management, the committee’s consultants and advisors.

In addition, the company has adopted a director retirement policy, which provides that no person may be nominated to stand for election orre-election to the board of directors as anon-management director if the election would take place after such person has attained the age of 75, unless otherwise approved by the board. Upon the recommendation of the corporate governance and nominating committee, the board determined to nominate Mr. Chase to standfor re-election at the 2019 annual meeting based on his extensive experience in senior management roles in the oil and gas industry and his significant contributions to the board’s collective knowledge and capabilities.

Proposal 1: Election of Directors + Board Evaluation

Stockholder Recommendations and Proxy Access

Stockholders may suggest candidates by writing to the corporate governance and nominating committee, in care of the corporate secretary of the company at the address set forth on page 55. Stockholder suggestions should include a summary of the candidate’s qualifications, the information required by SEC rules for director nominees and contact information for the candidate. Stockholder suggestions should be submitted no later than December 1 for consideration as nominees for election at the next annual meeting and otherwise in accordance with the company’s policy andby-laws. The committee follows the same process of identifying and evaluating nominees recommended by stockholders as that for candidates recommended by any other source.

In 2015, our board adopted a proxy accessby-law that permits a stockholder, or group of up to 20 stockholders, owning at least 3% of our outstanding common stock continuously for at least three years to nominate and include in our proxy materials up to the greater of two directors or 20% of our board of directors. Stockholders and nominees must satisfy the requirements set forth in theby-laws in connection with such nominations. We believe that thisby-law provision provides meaningful and effective proxy access rights to our stockholders, and balances those benefits against the risk of misuse by stockholders with interests that are not shared by a significant percentage of our stockholders.

Board Evaluation

Our board is committed to continuous improvement and recognizes the importance of a rigorous evaluation process to enhance board performance and effectiveness. Our corporate governance and nominating committee oversees the annual performance evaluation of the board and ensures that each of the board’s committees conducts an annual self-evaluation. The chair of the corporate governance and nominating committee also oversees the evaluation of our board chairman.

Governance Committee Reviews Process Board and Committees Complete Evaluation Governance Committee Reviews Results Board and committee Discussion Feedback Implemented Corporate governance and nominating committee reviews the design and format of the evaluation process. Directors complete written questionnaire. Corporate Secretary summarizes director responses to board and chairman evaluation. Corporate governance and nominating committee chair reviews the results of the board and chairman evaluation with the full board. Feedback informs changes to policies, practices and procedures, as appropriate. Option to request One -on-one calls with the board chairman or the committee chair to provide further feedback. Responses are not attributed to individual directors. Results requiring further consideration are addressed at subsequent board Of committee meetings. Ensure directors have opportunity to provide constructive feedback about board and director performance. Each committee chairperson reviews the results of the committee evaluation with the full board. Each committee conducts annual self evaluation. Summary is shared with the committee.

Proposal 1: Election of Directors + Board Leadership Structure / Independent Chairman

Board Leadership Structure / Independent Chairman

Ourby-laws provide separate positions for the chairman of the board and chief executive officer. Mr. Quigley serves as the independent chairman of the board and Mr. Hess serves as chief executive officer and a director of the board.

The board currently believes that having a separate chairman and chief executive officer allows for better alignment of corporate governance with stockholder interests and aids in the board’s oversight of management and the board’s ability to carry out its roles and responsibilities on behalf of the stockholders. The board also believes that the separation of the roles of chairman and chief executive officer allows the chief executive officer to focus more of his time and energy on operating and managing the company and leverages the chairman’s leadership and financial, governance and regulatory experience.

The chairman, an independent member of the board who has not previously served as an executive officer of the company, is appointed by the board annually.

Proposal 1: Election of Directors + Corporate Governance Guidelines

Corporate Governance Guidelines

The board has approved a set of corporate governance guidelines in accordance with the rules of the NYSE. These guidelines set forth the key policies relating to corporate governance, including director qualification standards, director responsibilities and director compensation. The board has also approved a code of business conduct and ethics in accordance with rules of the NYSE and the SEC applicable to all directors, officers and employees, including the chief executive officer, the principal financial and accounting officer and other senior financial officers. The code is intended to provide guidance to directors and management to assure compliance with law and promote ethical behavior. Copies of the company’s corporate governance guidelines and its code of business conduct and ethics may be found on the company’s website atwww.hess.com and are also available without charge upon request to the company’s corporate secretary at the address set forth on page 55.

Stockholder and Interested Party Communications

Any stockholder or interested party who wishes to communicate or request a meeting with members of the board of directors or with onlynon-management directors or any specified individual director may do so by writing to them in care of the chairman of the board of directors, Hess Corporation, at the address set forth on page 55. Stockholders may also communicate directly to the chairman bye-mail toBoardChairman@hess.com. Communications sent by mail ore-mail will be reviewed by the chairman and will be referred for resolution and response as deemed appropriate by the chairman. If a stockholder requests a meeting, the corporate governance and nominating committee will decide whether the subject matter is a proper one to be addressed by the board and, if so, whether a meeting is warranted. The corporate governance and nominating committee will meet periodically to review all stockholder communications received.

Related Party Transactions

The company expects all directors and executive officers to bring to the company’s attention any related party transactions, including transactions which may be required to be disclosed under Item 404 ofRegulation S-K promulgated by the SEC. The company’s policies provide that if any company representative, including a director or officer, considers conducting any transaction that reasonably would be expected to give rise to a conflict of interest between the representative and the company, such representative must disclose such transaction in advance to the company’s legal department for review. In addition, the company annually sends each director and executive officer a questionnaire requiring such person to describe any transaction contemplated under Item 404 or in the case of independent directors, any transaction that might compromise their independence. The company also annually conducts a review of its accounting records to determine whether any such related party transaction occurred in the prior fiscal year. If any proposed or existing related party transaction is identified, the transaction is brought to the general counsel for review. If the general counsel determines the transaction poses a conflict of interest, or would compromise the independence of anon-management director, the general counsel will advise the audit committee of the transaction and the disinterested members of the audit committee will determine whether the transaction serves the best interest of the company and its stockholders and whether if proposed, it may proceed and if existing, it may continue to exist. The general counsel and the disinterested members of the audit committee will determine the appropriate scope of, and process for, the review of any such transaction based on the then existing facts and circumstances of the transaction in view of applicable listing standards of the NYSE.

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Proposal 1: Election of Directors + Committees of the Board

Committees of the Board

The board has three standing committees: the compensation and management development committee, the corporate governance and nominating committee and the audit committee. Each committee’s written charter is available on our website atwww.hess.comand also available without charge upon request to the company’s corporate secretary at the address set forth on page 55. The board receives regular reports from each committee and discusses matters of particular concern or importance.

Proposal 1: Election of Directors + Committees of the Board

personal qualities and characteristics, education, background, accomplishments and reputation in the business community;Audit Committee
current knowledge of the energy industry or industries relevant to the company’s business and relationships with individuals or organizations affecting the domestic and international areas in which the company does business;   ability and willingness to commit adequate time to board and committee matters;                  Mr. Reynolds* (Chair) Mr. Chase* Dr. Meyers Mr. Schrader   the fit of the individual’s skills and personality with those of other directors and potential directors in building a board that is effective, collegial and responsive to the needs of the company; diversity of viewpoints, background and experience; and compatibility with independence and other qualifications established by applicable law and rules. As noted above, among the criteria used to evaluate nominees for the board is diversity of viewpoints, background and experience. The board believes that such diversity provides varied perspectives which promote active and constructive dialogue among board members and between the board and management, resulting in more effective oversight. The board believes this diversity is amply demonstrated in the varied experience, qualifications and skills of the current and proposed members of the board. In the board’s executive sessions and in annual performance evaluations conducted by the board and its committees, the board from time to time considers whether the members of the board reflect such diversity and whether such diversity contributes to a constructive and collegial environment. In addition, the company has adopted a director retirement policy, which provides that no person may be nominated to stand for election or re-election to the board of directors as a non-management director if the election would take place after such person has attained the age of 75. Messrs. Golub and Wilson will not stand for re-election at the annual meeting because both have reached the mandatory retirement age established pursuant to the director retirement policy. In advance of the annual meeting, the committee meets to recommend nominees for election at each annual meeting. From time to time throughout the year, members of the committee are furnished appropriate materials regarding any new nominees and may from time to time meet with new potential candidates. Stockholder suggestions should be submitted no later than December 1 for consideration as nominees for election at the next annual meeting and otherwise in accordance with the company’s policy and by-laws. The committee follows the same process of identifying and evaluating nominees recommended by stockholders as that for candidates recommended by any other source. In addition, our by-laws permit a stockholder, or group of up to 20 stockholders, owning at least 3% of our outstanding common stock continuously for at least three years to nominate and include in our proxy materials up to the greater of two directors or 20% of our board of directors. Stockholders and nominees must satisfy the requirements set forth in the by-laws in connection with such nominations. The corporate governance and nominating committee has retained Russell Reynolds Associates, a director and executive search and recruiting firm, to identify and review potential independent director candidates and assist the committee and the board in assessing the qualifications of candidates. The committee has not paid fees to any other third parties to assist in identifying or evaluating potential nominees. Each of the nominees for election at the 2016 annual meeting were recommended by the non-management directors of the corporate governance and nominating committee, with the input of senior management, the committee’s consultants and our financial and legal advisors. *Audit Committee The audit committee of the board of directors is composed of James H. Quigley, Chairman, Rodney F. Chase, Terrence J. Checki, Kevin O. Meyers, Fredric G. Reynolds and William G. Schrader. The board has determined that each member of the audit committee is independent within the meaning of applicable rules of the SEC and the NYSE. The board has also determined that Messrs. Quigley, Chase and Reynolds are “audit committee financial experts” as this term is defined under applicable rules of the SEC. The auditexpert All committee met nine timesmembers are independent and financially literate.		6 meetings in 2015. In addition, the audit committee held four2018, plus 4 reviews of quarterly financial results with management and independent registered public accountants. In 2013, the audit committee established a subcommittee to focus the committee’s oversight of environmental, health and safety matters. This subcommittee met four times in 2015. The members of this subcommittee are James H. Quigley, Chairman, Rodney F. Chase, David McManus, Kevin O. Meyers and William G. Schrader.
		The board of directors has adopted a written charter for the audit committee in accordance with applicable rules of the NYSE and the SEC. The charter is available on the company’s website atwww.hess.com and without charge upon request to the company’s corporate secretary at the address set forth on page 8. As stated in the charter, the audit committee’s principal responsibility is to provide assistance to the board of directors in fulfilling its oversight responsibility to the stockholders, the investment community and others, relatingincluding to:   the company’s financial statements; the financial reporting practices of the company; the systems of•  review and discuss with management, internal accounting and financial controls; the internal audit function; the annual independent audit of the company’s financial statements; the retention of outside auditors and review of their independence; the review of risk, risk controls and compliance; and the company’s environment, health, safety and social responsibility programs and compliance. Report of the Audit Committee The audit committee of the board of directors oversees the company’s financial reporting on behalf of the board. Management is responsible for the system of internal controls and for preparing financial statements. The independent registered public accountants are responsible for expressing an opinion on the effectiveness of internal controls over financial reporting and the fair presentation of the financial statements in conformity with generally accepted accounting principles. The audit committee operates in accordance with a charter approved by the board of directors. In fulfilling its oversight responsibilities, the audit committee reviewed the audited December 31, 2015 financial statements of the company with management and the independent registered public accountants. Management representedaccountants matters relating to the committee that these statements were prepared in accordance with generally accepted accounting principles. The audit committee also discussed accounting policies, significant judgments inherent in thecompany’s financial statements, disclosuresearnings releases and other matters required by generally accepted auditing standardsannual and quarterly reports; •  meet with management, internal audit and the independent registered public accountants. In addition,accountants to review and discuss the committee has received fromcompany’s financial reporting practices and accounting policies and systems, including the appropriateness of management’s application of those policies; •  review and discuss with management, internal audit and the independent registered public accountants the annual independence disclosures and letter pursuant to Rule 3526 of the Public Company Accounting Oversight Board (“PCAOB”) regarding the independent registered public accountants’ communications with the audit committee concerning independence and discussed with them their independence from management and the company. In that connection, the audit committee considered the compatibility of all non-audit services with the auditors’ independence. The audit committee also assessed the activities and performance of the independent registered public accountants. In conducting this assessment, the audit committee considered, among other things: information relating to audit effectiveness, including the results of PCAOB inspection reports; the depth and expertise of the audit team, including their demonstrated understanding of the company’s businesses, significant accounting practices, and system of internal control over financial reporting; the quality and candor of the independent registered public accountants’ communications with the audit committee and management; and their ability to employ professional skepticism, objectivity, integrity, and trustworthiness. The audit committee oversees the periodic required rotation of the lead audit partner, as required by SEC rules. During 2015, the audit committee met with management, the independent registered public accountants and internal auditors to discuss: the annual audit scope and plans for their respective audits; the adequacy of staffing and related fees; the results of their examinations; the adequacy and effectiveness of the company’s internal controls over financial reporting and disclosure controls and procedures;   issues raised on•  appoint and oversee the independent registered public accountants, determine their compensation and review their qualifications, performance and independence from management when deciding whether to retain the independent registered public accountants; •  review the scope and results of the internal audit program and the performance of the internal audit function; •  review and discuss with management the company’s various whistleblower reporting systems; matters relatedpolicies with respect to risk assessment and risk controls and compliance,management, including cybersecurity riskcyber-security and the company’s overall insurance coverage; and   all communications required by PCAOB Standards. The audit committee also met separately•  review compliance with legal and regulatory requirements and company policies and procedures and discuss the independent registered public accountantseffectiveness of the company’s legal, regulatory and the internal auditors without management present.ethical compliance programs; and In reliance on the reviews •  discuss policies with respect to environment, health, safety and discussions with managementsocial responsibility programs and the independent registered public accountants,compliance.
		No member of the audit committee recommended toserves on the boardaudit committees of directors,more than three public companies, including ours.
		Environmental, Health and the board approved, the inclusion of the audited financial statementsSafety Subcommittee
		Dr. Meyers (Chair) Mr. Chase Mr. Coleman Mr. McManus Mr. Reynolds Mr. Schrader		4 meetings in 2018
				In 2013, the annual report on Form 10-K for the year ended December 31, 2015 filed with the SEC. The audit committee has also selected Ernst & Young LLP as independent registered public accountants for 2016. The board has proposed thatestablished a subcommittee to focus the stockholders ratify this selection at the annual meeting. James H. Quigley, Chairman Rodney F. Chase Terrence J. Checki Kevin O. Meyers Fredric G. Reynolds William G. Schrader Risk Management Oversight In the normal course of its business, the company is exposed to a variety of risks, including market risks relating to changes in commodity prices, interest rates and currencies, technical risks affecting the company’s resource base, political and regulatory risks and credit and investment risks. The company operates a risk control program under the direction of its chief risk officer and through its corporate risk policy, which senior management has approved. The company is continuing to develop and implement an enterprise risk program across the company to strengthen the consistency of risk consideration in making business decisions. The audit committee of the board of directors has been delegated primary responsibility forcommittee’s oversight of the company’s risk management practices. At least annually, the chief risk officer presents a comprehensive review of the company’s corporate risk policyenvironmental, health and safety (“EHS”) matters. This subcommittee’s principal responsibilities are to: •  develop recommendations to the audit committee discussingand the risk control organizationboard for the formulation and risk control practices. The audit committee will also receive updates at other meetings during the year on any particular matters relatingadoption of policies, programs and practices to risk controls that management believes needs to be broughtaddress EHS issues and risks including climate change; •  periodically review and make recommendations to the attention of the committee. In addition, the full board of directors has oversight ofon, and monitor the company’s risk managementcompliance with, the company’s policies, with an emphasis on understandingprograms and practices concerning EHS issues; •  identify, evaluate and monitor EHS risks, domestic and international, which affect or could affect the key enterprise riskscompany’s business activities, performance and reputation; •  periodically review EHS legislative and regulatory issues affecting the company’s business and operations; and •  review emergency response planning procedures for EHS areas.

		2019 PROXY STATEMENT		11

Proposal 1: Election of Directors + Report of the Audit Committee

Report of the Audit Committee