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Elliott nominees agree to forgo compensation

NEW YORK (AP) -- With days to go before Hess Corp.'s annual shareholder meeting, activist shareholder Elliot Capital Management's nominees to the energy company's board said they will forgo certain compensation that they could have received from the hedge fund if elected to the board.

The five nominees said in a regulatory filing Monday that they signed agreements waiving their rights to future payments from Elliott.

In a statement Hess said the move is an admission by Elliott that its compensation plan was wrong and shows that shareholders are rejecting the hedge fund's scheme to break up the company.

Hess shareholders will vote on board members at Hess' annual meeting set for Thursday in Houston. The company is proposing a slate of six new nominees, while Elliott is backing its own group of five.

The vote could mark a turning point in the long-running feud between Elliott, which continues to push for drastic changes at the New York-based company, and Hess, which has accused the firm of trying to disrupt progress it has already made in reshaping itself.

Last week Hess said it would split the roles of chairman and CEO following the annual meeting. John Hess, son of the company founder, will hold on to the CEO title, and the non-executive chairmanship will go to John Krenicki, former GE vice chairman, if shareholders approve.

In March, Hess announced plans to sell its retail gas stations business, along with its energy trading and marketing businesses, as it shifts its focus further toward exploration and production. The company also plans to sell U.S. oil storage terminals and will shutter a New Jersey refinery as it exits the volatile refining business.

Elliott argues that those moves fall short of the kind of change needed at the company. Its efforts got a boost last week when the influential firm Institutional Shareholder Services backed Elliott's argument and recommended that investors support Elliott's slate of nominees.

Hess had already rejected Elliott's nominees and has called the ISS report on the proxy contest "a fundamentally flawed analysis" that does not address key issues.

Hess shares rose 10 cents to $69.40 in midday trading.