HOUSTON, March 25, 2020 /PRNewswire/ -- Occidental
Petroleum Corporation ("Occidental" or the "Company") (NYSE: OXY)
announced today that it has entered into an agreement with
Carl C. Icahn and affiliated
entities (the "Icahn Group") to add three new Icahn designated
directors to Occidental's Board.
Pursuant to the agreement, effective immediately Andrew Langham, Nicholas
Graziano and Margarita Paláu-Hernández have been appointed
to Occidental's Board of Directors (the "Board") as new independent
directors. Existing directors Spencer
Abraham, Eugene Batchelder,
Margaret M. Foran and Elisse B. Walter will retire from the Board
effective at the Company's 2020 Annual Meeting of Stockholders (the
"2020 Annual Meeting"). With today's appointments and planned
retirements and the previously announced appointment of
Stephen I. Chazen as Chairman of the
Board, following the 2020 Annual Meeting of Stockholders, the Board
will be comprised of 11 directors, 10 of whom are independent.
"We are pleased to reach this agreement with Carl Icahn, and we look forward to working with
Carl Icahn's Board members and the
rest of the Board and management as a team to navigate the current
difficult environment," said Stephen I.
Chazen, Chairman of the Board.
Carl C. Icahn commented: "We
believe Oxy is a good company with good assets. We are
pleased to have reached this settlement and can now focus on
working with Steve Chazen to enhance
value for all Oxy stockholders."
Occidental has also adopted certain corporate
governance-enhancing amendments to its amended and restated
by-laws, effective immediately, and agreed to recommend that the
Occidental stockholders adopt amendments to Occidental's restated
certificate of incorporation at the 2020 Annual Meeting that
enhance stockholder rights to act by written consent, call special
meetings and nominate directors.
The new directors will be represented on the committees of the
Board and newly formed committees as set forth in the
agreement. The Board has also agreed to create an Oversight
Committee that will include two of the Icahn directors. The
Oversight Committee will work closely with management to provide
regular Board input and oversight, and, along with the Board, will
be apprised of any inquiries or indications of interest relating to
the Company or its assets.
The Icahn Group has withdrawn its slate of director nominees and
stockholder proposals at the 2020 Annual Meeting and agreed to vote
in favor of the Board's director nominees and amendments to
Occidental's restated certificate of incorporation that enhance
Occidental's corporate governance. The Icahn Group owns
approximately 9.9% of the outstanding shares of the Company's
common stock.
Under the agreement, the Icahn Group will petition the Delaware
Supreme Court to withdraw its pending appeal before the Court
relating to the Icahn Group's books and records request under
Section 220 of the Delaware General Corporation Law. The Icahn
Group has also agreed to certain other customary voting and
standstill provisions.
Messrs. Langham and Graziano and Ms. Paláu-Hernández will each
initially serve a term expiring at the 2020 Annual Meeting and the
Company has agreed to include each of them on its slate of nominees
for election as directors at the 2020 Annual Meeting.
The complete agreement by and among Occidental, the Icahn Group
and the other parties thereto will be filed on a Form 8-K with the
U.S. Securities and Exchange Commission (the "SEC").
About Occidental
Occidental is an international oil and gas exploration and
production company with operations in the
United States, Middle East
and Latin America. We are the
leading producer and largest acreage holder in the Permian Basin.
Occidental is advancing a lower-carbon future with our subsidiary
Oxy Low Carbon Ventures, which promotes innovative technologies
that drive cost efficiencies and economically grow our business
while reducing emissions. Occidental's midstream and marketing
segment provides flow assurance for our oil and gas segment, while
maximizing the value of our products. OxyChem, our chemical
subsidiary, is among the top three U.S. producers for the principal
products it manufactures and markets. Occidental posts or provides
links to important information on our website at oxy.com.
Forward Looking Statements
This communication contains "forward-looking statements" within
the meaning of the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995, including but not limited
to statements about Occidental's expectations, beliefs, plans or
forecasts. Forward-looking statements involve estimates,
expectations, projections, goals, forecasts, assumptions, risks and
uncertainties, many of which involve factors or circumstances that
are beyond Occidental's control. Actual results may differ from
anticipated results, sometimes materially, and reported or expected
results should not be considered an indication of future
performance.
Factors that could cause actual results to differ and that may
affect Occidental's results of operations and financial position
appear in Part I, Item 1A "Risk Factors" of Occidental's Annual
Report on Form 10-K for the year ended December 31, 2019 and in Occidental's other
filings with the SEC.
Because the factors referred to above could cause actual results
or outcomes to differ materially from those expressed or implied in
any forward-looking statements, you should not place undue reliance
on any such forward-looking statements. Further, any
forward-looking statement speaks only as of the date of this
communication and, unless legally required, Occidental does not
undertake any obligation to update any forward-looking statement,
as a result of new information, future events or otherwise.
Additional Information and Where to Find
It
Occidental intends to file with the SEC a proxy statement on
Schedule 14A, containing a form of WHITE proxy card, with respect
to its solicitation of proxies for Occidental's 2020 Annual Meeting
of Stockholders. This communication is not a substitute for any
proxy statement or other document that Occidental may file with the
SEC in connection with any solicitation by Occidental.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY
STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) FILED
BY OCCIDENTAL AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC
WHEN THEY BECOME AVAILABLE CAREFULLY AND IN THEIR ENTIRETY BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT ANY SOLICITATION BY
OCCIDENTAL. Investors and security holders may obtain copies of
these documents and other documents filed with the SEC by
Occidental free of charge through the website maintained by the SEC
at www.sec.gov. Copies of the documents filed by Occidental will
also be available free of charge by accessing Occidental's website
at www.oxy.com.
Participants
Occidental, its directors and executive officers and other
members of management and employees are or will be participants in
the solicitations of proxies by Occidental. Information about
Occidental's executive officers and directors, and their ownership
of Occidental by security holdings or otherwise, is available in
Occidental's Annual Report on Form 10-K for the year ended
December 31, 2019, which was filed
with the SEC on February 28, 2020, in
its proxy statement for the 2019 Annual Meeting which was filed
with the SEC on March 28, 2019 and in
its Form 8-Ks filed with the SEC on January
7, 2020 and March 24, 2020. To
the extent holdings of Occidental securities reported in the proxy
statement for the 2019 Annual Meeting or in such Form 8-K have
changed, such changes have been or will be reflected on Statements
of Change in Ownership on Forms 3, 4 or 5 filed with the SEC. These
documents are available free of charge at the SEC's website at
www.sec.gov.
Contacts
Media:
Melissa E. Schoeb
713-366-5615
melissa_schoeb@oxy.com
or
Investors:
Jeff Alvarez
713-215-7864
jeff_alvarez@oxy.com
Dan Burch
MacKenzie Partners, Inc.
212-929-5748
dburch@mackenziepartners.com
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SOURCE Occidental