SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): January 1, 2005
AMERADA HESS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
(State or Other Jurisdiction of Incorporation)
1-1204
(Commission File Number)
13-4921002
(I.R.S. Employer Identification Number)
1185 Avenue of the Americas
New York, New York 10036
(Address and zip code of principal executive offices)
(212) 997-8500
(Registrant's telephone number, including area code)
(Not Applicable)
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01--Entry into a Material Definitive Agreement.
This form 8-K is to describe ordinary course director compensation actions taken
by the Board of Directors of Amerada Hess Corporation.
Effective January 1, 2005, the Board of Directors approved an increase in the
annual retainer for non-management directors from $55,000 to $75,000. The Board
also approved an additional annual cash award equal to the market price of 500
shares of Amerada Hess Corporation common stock to enable directors to purchase
an equivalent number of shares. The Board of Directors increased meeting fees
for non-management directors from $1,500 to $2,000 per meeting. Furthermore, the
Board increased compensation for the Audit Committee service to reflect the
additional responsibilities of this committee. The chairman of the Audit
Committee's compensation was raised to $10,000 and the members' compensation was
raised to $7,500.
These changes in director compensation were approved by the Corporate Governance
and Nominating Committee of the Board of Directors of Amerada Hess Corporation
following a presentation by a consultant who reviewed the general trends in
Board compensation toward increased retainer fees, differentiated pay for
Committee service and full value share awards.
The Board also approved a stock ownership guideline for directors as a part of
corporate governance best practices. The guideline requires each director to own
and hold at least 5,000 shares of Amerada Hess Common Stock within 6 years of
such director's first election to the Board or within two years of adoption of
the guideline, whichever is later.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Amerada Hess Corporation
By: /s/ J. Barclay Collins
---------------------------------
Name: J. Barclay Collins
Title: Executive Vice President
and General Counsel
Dated: January 3, 2005