(Rewrites through out to add vote's preliminary results, comments by Hess and shareholder, stock price reaction)

HOUSTON, May 28 (Reuters) -

Hess shareholders on Tuesday approved the company's $53 billion merger with No. 2 U.S. oil company Chevron, according to preliminary results of the vote.

The merger required a majority vote to approve the deal by a majority of Hess' 308 million shares outstanding to pass. The company did not immediately provide the vote tally.

Chevron offered to acquire Hess

last October

in a move to

gain a foothold in oil-rich Guyana's lucrative offshore fields.

The deal has been stalled by an ongoing review by the U.S.

Federal Trade Commission

and clouded by an arbitration claim filed by Hess' partners in Guyana, Exxon Mobil and CNOOC .

The result is a win for Hess CEO John Hess and puts to rest

claims some shareholders who wanted additional compensation

for the delay in closing the sale.

Exxon's arbitration

could

push the deal's closing into 2025.

“We are very pleased that the majority of our stockholders recognize the compelling value of this strategic transaction and look forward to the successful completion of our merger with Chevron,” CEO Hess said.

Hess and Chevron shares gained on the results. Hess was up a fraction at $151.25 and Chevron rose $1.13 to $158.55, both in afternoon New York trading.

"Assuming Chevron wins the arbitration from Exxon or finds a

settlement, the transaction is now going to happen," said Mark

Kelly, an analyst with financial firm MKP Advisors.

The yes vote has huge implications for both companies. Chevron was counting on approval to win a foothold in Guyana, one of the world's fastest-growing oil producing nations. Hess shareholders will own nearly 15% of the much larger Chevron and get access to its dividend, which is four times greater than Hess'.

It also strengthen their hand in any negotiations with Exxon. While Exxon has expressed no interest in bidding for Hess as a whole, it has not ruled out a potential bid for Hess' assets in Guyana, the company's prize asset.

"We anticipate moving the FTC regulatory process towards its conclusion in the coming weeks," said a Chevron spokesperson. "We are confident our position on the preemption right will be affirmed in arbitration."

Exxon operates all production in Guyana with a 45% stake in the giant Stabroek Block. CNOOC owns another 25% of the joint-venture. Both claim a right of first refusal on any Hess sale of its 30% stake.

Proxy firm Institutional Shareholder Services had recommended shareholders vote to abstain and urged Hess to offer an incentive to shareholders because of the deal delay.

John Hess spent the last month lobbying large shareholders to win support for the merger. He had personally visited or called more than 30 firms, according to people familiar with the matter. (Reporting by Sabrina Valle in Houston Editing by Marguerita Choy, Gary McWilliams and Matthew Lewis)