8-K
OCCIDENTAL PETROLEUM CORP /DE/ (OXY)
falseOCCIDENTAL PETROLEUM CORP /DE/000079746800007974682026-02-192026-02-190000797468oxy:WarrantsToPurchaseCommonStock020ParValueMember2026-02-192026-02-190000797468us-gaap:CommonStockMember2026-02-192026-02-19false001-09210OCCIDENTAL PETROLEUM CORP /DE/0000797468OXYWS00007974682026-03-052026-03-050000797468oxy:WarrantsToPurchaseCommonStock020ParValueMember2026-03-052026-03-050000797468us-gaap:CommonStockMember2026-03-052026-03-05
UNITED STATES
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): April 30, 2026
OCCIDENTAL PETROLEUM CORPORATION
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 1-9210 | 95-4035997 |
|---|---|---|
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 5 Greenway Plaza, Suite 110<br><br> <br>Houston, Texas<br><br> <br>(Address of Principal Executive Offices) | 77046<br><br> <br>(Zip Code) | |
| --- | --- |
Registrant’s Telephone Number, Including Area Code: (713) 215-7000
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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered |
|---|---|---|
| Common Stock, $0.20 par value | OXY | New York Stock Exchange |
| Warrants to Purchase Common Stock, $0.20 par value | OXY WS | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 30, 2026, Vicki Hollub, President and Chief Executive Officer (“CEO”) of Occidental Petroleum Corporation (“Occidental”), informed the Board of Directors of Occidental (the “Board”) of her decision to retire, effective as of June 1, 2026 (the “Transition Date”). The Executive Compensation Committee of the Board determined that Ms. Hollub’s retirement as President and CEO will be treated as an eligible retirement under Occidental’s Retirement Policy (the “Retirement Policy”), and as provided in the Retirement Policy, Ms. Hollub and Occidental will enter into a separation and release agreement pursuant to which Ms. Hollub will receive the retirement benefits set forth in the Retirement Policy. Following her retirement as President and CEO, Ms. Hollub, who was elected as a member of the Board at Occidental’s 2026 Annual Meeting of Shareholders, will continue to serve as a member of the Board.
On April 30, 2026, as part of its management succession planning, the Board unanimously approved the appointment of Richard A. Jackson, 50, as Occidental’s President and CEO and as a member of the Board, in each case effective as of the Transition Date.
Mr. Jackson has over 25 years of experience in the oil and gas industry, holding a variety of technical and leadership roles. Mr. Jackson joined Occidental in 2003 and has served as Occidental’s Senior Vice President and Chief Operating Officer since October 2025. Mr. Jackson’s previous positions at Occidental include Senior Vice President and President of Operations for U.S. Onshore Resources and Carbon Management from October 2020 to October 2025.
In connection with his promotion to the position of President and CEO, Mr. Jackson’s base salary will be increased to $1,400,000 per year and his target annual cash incentive award will be increased to 150% of base salary, each effective on or about the Transition Date. Mr. Jackson will also receive a grant of restricted stock units valued at $6,000,000, which will vest in equal annual installments over a three-year period subject to Mr. Jackson’s continued service through the applicable vesting dates.
Mr. Jackson does not have any family relationships with any director, executive officer or person nominated or chosen to become a director or executive officer of Occidental, and there are no arrangements or understandings between Mr. Jackson and any other person pursuant to which he was selected as a director or appointed as an officer of Occidental. There are no related party transactions involving Mr. Jackson that are reportable under Item 404(a) of Regulation S-K.
Item 5.07 Submission of Matters to a Vote of Security Holders.
Occidental held its 2026 Annual Meeting of Shareholders on May 1, 2026 (the “2026 Annual Meeting”). The following actions were taken at the 2026 Annual Meeting, for which proxies were solicited pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the final number of votes cast for or against, and abstentions and broker non-votes, as applicable, for each matter are set forth below.
| 1. | The ten nominees proposed by the Board were elected by Occidental’s shareholders by the following votes: | ||||
|---|---|---|---|---|---|
| Nominee | For | % For | Against | Abstain | Broker <br><br> Non-Votes |
| --- | --- | --- | --- | --- | --- |
| Vicky A. Bailey | 701,817,615 | 97.52% | 17,880,864 | 752,120 | 116,147,017 |
| Andrew Gould | 708,849,734 | 98.49% | 10,856,879 | 743,986 | 116,147,017 |
| Carlos M. Gutierrez | 699,127,005 | 97.14% | 20,574,299 | 749,295 | 116,147,017 |
| Vicki Hollub | 709,192,695 | 98.53% | 10,579,265 | 678,639 | 116,147,017 |
| William R. Klesse | 703,585,193 | 97.76% | 16,098,131 | 767,275 | 116,147,017 |
| Jack B. Moore | 707,868,416 | 98.36% | 11,801,864 | 780,319 | 116,147,017 |
| Claire O’Neill | 711,252,493 | 98.83% | 8,442,677 | 755,429 | 116,147,017 |
| Avedick B. Poladian | 695,640,197 | 96.66% | 24,009,671 | 800,731 | 116,147,017 |
| Kenneth B. Robinson | 709,794,523 | 98.62% | 9,903,206 | 752,870 | 116,147,017 |
| Robert M. Shearer | 713,765,531 | 99.18% | 5,922,115 | 762,953 | 116,147,017 |
| 2. | The advisory vote to approve named executive officer compensation was approved by Occidental’s shareholders by the following vote: | ||||
| --- | --- | ||||
| For | 679,690,815 | 94.34% | |||
| --- | --- | --- | |||
| Against | 38,852,814 | 5.40% | |||
| Abstain | 1,906,970 | 0.26% | |||
| Broker Non-Votes | 116,147,017 | ||||
| 3. | The ratification of the selection of KPMG as Occidental’s independent auditor for the year ending December 31, 2026 was approved by Occidental’s shareholders<br> by the following vote: | ||||
| --- | --- | ||||
| For | 817,350,114 | 97.70% | |||
| --- | --- | --- | |||
| Against | 17,887,435 | 2.14% | |||
| Abstain | 1,360,067 | 0.16% |
Item 7.01 Regulation FD Disclosure.
On May 1, 2026, Occidental issued a press release with respect to the management changes described above. A copy of the press release is attached hereto as Exhibit 99.1.
The information contained in this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of Occidental under the Securities Act of 1933, as amended, or the Exchange Act.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release, dated May 1, 2026,<br> issued by Occidental. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
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.
| OCCIDENTAL PETROLEUM CORPORATION | |||
|---|---|---|---|
| May 4, 2026 | By: | /s/ Nicole E. Clark | |
| Name: | Nicole E. Clark | ||
| Title: | Vice President, Chief Compliance Officer and Corporate Secretary |
Exhibit 99.1
| PRESS<br> RELEASE |
|---|
Occidental Announces CEO Succession
Vicki Hollub to retire as President and CEO effective June 1, 2026; Occidental’s Board Names Chief Operating Officer Richard Jackson as her successor
HOUSTON — May 1, 2026 — Occidental (NYSE: OXY) today announced that its Board of Directors, as part of its management succession planning, has named Senior Vice President and Chief Operating Officer Richard Jackson to succeed Vicki Hollub as President and Chief Executive Officer upon her retirement. Hollub will retire effective June 1, 2026, following a distinguished career of leadership and service.
The Board also announced Jackson will join the Board of Directors, effective June 1, 2026. Hollub, who has served as CEO since 2016 and has been a Board member since 2015, will continue to serve on the company’s Board of Directors following retirement, ensuring continuity and ongoing strategic guidance.
“It has been a privilege to lead Occidental and work alongside such a talented team for more than 40 years. Following the recently completed decade-long transformation of the company, we now have the best portfolio and the best technical expertise in Occidental’s history. With this strong foundation in place, a clear path forward and a leader like Richard, who has the experience and vision to elevate Occidental, now is the right time for this transition,” said Hollub. “I look forward to supporting Richard and the Board through my continued role as a director.”
“On behalf of the Board, I want to thank Vicki for her exceptional leadership and transformative contributions to Occidental,” said Board Chairman Jack Moore. “Richard is the right leader to guide the company into its next phase of our strategy.”
Jackson joined Occidental in 2003 in its Middle East operations. During his time at Occidental, he has held pivotal leadership and technical positions, including President of U.S. Onshore Oil and Gas, President of Low Carbon Integrated Technologies, General Manager of the Permian Delaware Basin and Enhanced Oil Recovery Oil and Gas, Vice President of Investor Relations, and Vice President of Drilling Americas.
As Chief Operating Officer, Jackson has focused on delivering value through resource improvement and cost efficiency by improving well performance, focusing on organic development and operational execution, and applying innovative technology.
“I am grateful to be appointed President and CEO of Occidental and excited about the opportunity to execute from the strong position and capabilities that we built under Vicki’s leadership,” said Jackson. “It means a lot to me personally to be a part of our Occidental team. I am committed to delivering value from our significant and high-quality resource base. We have a tremendous opportunity to focus on organic improvement and execution to deliver meaningful value for our employees, shareholders and partners.”
About Occidental
Occidental is an international energy company that produces, markets and transports oil and natural gas to maximize value and provide resources fundamental to life. The company leverages its global leadership in carbon management to advance lower-carbon technologies and products. Headquartered in Houston, Occidental primarily operates in the United States, the Middle East and North Africa. To learn more, visit oxy.com.
Contacts
| Media | Investors |
|---|---|
| Eric Moses | Babatunde A. Cole |
| 713-497-2017 | 713-552-8811 |
| eric_moses@oxy.com | investors@oxy.com |