8-K
OCCIDENTAL PETROLEUM CORP /DE/ (OXYWS)
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 1934Date of Report (Date of Earliest Event Reported): May 5, 2023
OCCIDENTAL PETROLEUM CORPORATION
(Exact Name of Registrant as Specified in Charter)
| Delaware | 1-09210 | 95-4035997 |
|---|---|---|
| (State or Other Jurisdiction<br>of Incorporation) | (Commission<br>File Number) | (IRS Employer<br>Identification No.) |
| 5 Greenway Plaza, Suite 110<br><br>Houston, Texas | 77046 | |
| --- | --- | |
| (Address of Principal Executive Offices) | (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 <br>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 5.07 Submission of Matters to a Vote of Security Holders.
Occidental Petroleum Corporation (the “Company”) held its 2023 Annual Meeting of Shareholders on May 5, 2023 (the “2023 Annual Meeting”). The following actions were taken at the 2023 Annual Meeting, for which proxies were solicited pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended, 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 of Directors were elected by the Company's shareholders by the following votes:
| Nominee | For | % For | Against | % Against | Abstain | Broker Non-Votes | ||
|---|---|---|---|---|---|---|---|---|
| Vicky A. Bailey | 650,880,822 | 98.45 | % | 10,262,806 | 1.55 | % | 632,621 | 110,136,627 |
| Andrew Gould | 632,734,933 | 95.77 | % | 27,961,396 | 4.23 | % | 1,079,920 | 110,136,627 |
| Carlos M. Gutierrez | 642,398,535 | 97.24 | % | 18,255,953 | 2.76 | % | 1,121,761 | 110,136,627 |
| Vicki Hollub | 653,952,980 | 98.91 | % | 7,209,293 | 1.09 | % | 613,976 | 110,136,627 |
| William R. Klesse | 652,419,180 | 98.69 | % | 8,662,698 | 1.31 | % | 694,371 | 110,136,627 |
| Jack B. Moore | 632,146,556 | 95.62 | % | 28,933,691 | 4.38 | % | 696,002 | 110,136,627 |
| Claire O'Neill | 658,330,347 | 99.59 | % | 2,736,474 | 0.41 | % | 709,428 | 110,136,627 |
| Avedick B. Poladian | 634,427,224 | 95.97 | % | 26,637,803 | 4.03 | % | 711,222 | 110,136,627 |
| Ken Robinson | 658,037,115 | 99.61 | % | 2,604,095 | 0.39 | % | 1,135,039 | 110,136,627 |
| Robert M. Shearer | 653,551,535 | 98.86 | % | 7,512,744 | 1.14 | % | 711,970 | 110,136,627 |
2.The result of the advisory vote on the frequency of future advisory votes approving named executive officer compensation was as follows:
| One Year | 650,301,348 | 98.26 | % |
|---|---|---|---|
| Two Years | 1,166,878 | 0.18 | % |
| Three Years | 9,241,304 | 1.40 | % |
| Abstain | 1,066,719 | 0.16 | % |
| Broker Non-Votes | 110,136,627 |
3.The advisory vote to approve named executive officer compensation was approved by the Company's shareholders by the following vote:
| For | 640,513,747 | 96.79 | % |
|---|---|---|---|
| Against | 19,776,756 | 2.99 | % |
| Abstain | 1,485,746 | 0.22 | % |
| Broker Non-Votes | 110,136,627 |
4.The ratification of the selection of KPMG as the Company’s independent auditor for the year ending December 31, 2023 was approved by the Company’s shareholders by the following vote:
| For | 754,693,505 | 97.77 | % |
|---|---|---|---|
| Against | 16,396,541 | 2.12 | % |
| Abstain | 822,830 | 0.11 | % |
5.The proposal submitted by John Chevedden requesting an Independent Board Chairman policy was not approved by the Company's shareholders. The proposal received the following vote:
| For | 51,079,569 | 7.72 | % |
|---|---|---|---|
| Against | 607,804,229 | 91.84 | % |
| Abstain | 2,892,451 | 0.44 | % |
| Broker Non-Votes | 110,136,627 |
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.
| Date: May 11, 2023 | OCCIDENTAL PETROLEUM CORPORATION | |
|---|---|---|
| By: | /s/ Nicole E. Clark | |
| Name: | Nicole E. Clark | |
| Title: | Vice President, Corporate Secretary and Chief Compliance Officer |