The Chevron-Hess deal was originally slated to close in the first half of 2024, but that timeline has been delayed due to a dispute with Exxon Mobil.
Exxon claims a right of first refusal over Hess' lucrative assets in Guyana under a joint operating agreement.
Hess has a 30% stake in the Stabroek Block, while Exxon leads the development with a 45% stake. China National Offshore Oil Corp. holds the remaining 25%. ISS said Chevron and Hess did not promptly notify shareholders of the risk posed by the joint operating agreement, waiting months after the deal was announced. Hess shareholders would bear the risk if the deal terminates because Chevron is not obligated to pay a termination fee, according to ISS.
Ahead of the vote, Hess shares were trading at around $152, which means the deal spread has widened since when the transaction was announced. That suggests some investors fear the agreement is at risk.
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