8-KOther Events

OCCIDENTAL PETROLEUM CORP /DE/ 8-K Report, Corporate Update (Apr 17, 2009)

Filed April 17, 2009For Securities:OXYOXY-WT

Summary

Occidental Petroleum Corporation (OXY) filed an 8-K on April 17, 2009, disclosing a proposed revision to its corporate by-laws related to the calling of special stockholder meetings. The company is seeking stockholder approval to amend its Certificate of Incorporation to allow holders of at least 25% of outstanding common stock to call a special meeting. To facilitate this, the Board had previously approved by-law procedures. However, concerns arose regarding a specific clause (b)(iii) within these procedures, which could potentially hinder the calling of such meetings by allowing the Secretary to refuse if a meeting for the same purpose was held within the prior twelve months. In response to these concerns, management intends to recommend to the Board that Clause (b)(iii) be deleted from the by-law procedures. This action aims to ensure that the by-law changes effectively grant stockholders the right to call special meetings without undue administrative restrictions. Investors should monitor the upcoming Annual Meeting where this by-law revision will be presented for approval, as it represents a shift towards enhanced stockholder rights and governance.

Key Highlights

  • 1OXY is proposing an amendment to its Certificate of Incorporation to allow stockholders holding at least 25% of common stock to call special meetings.
  • 2The company is soliciting proxies from stockholders to approve this by-law revision.
  • 3Previously approved by-law procedures contained a clause (b)(iii) that could have limited the ability to call special meetings.
  • 4Clause (b)(iii) allowed the Secretary to refuse a special meeting if one for the same purpose was held within the prior 12 months.
  • 5Management will recommend deleting this restrictive Clause (b)(iii) to the Board.
  • 6The intent is to ensure the by-law changes effectively empower stockholders to call special meetings.
  • 7The proposed changes will be voted on at the 2009 Annual Meeting of Stockholders.

Frequently Asked Questions

This 8-K filing informs investors about Occidental Petroleum's proposed revision to its corporate by-laws. Specifically, the company is seeking to amend its Certificate of Incorporation to empower stockholders holding at least 25% of the common stock to call a special meeting, and to revise the associated by-law procedures to remove potential restrictions.

The original by-law procedures included a clause (b)(iii) that allowed the Secretary to refuse to call a special meeting if an annual or special meeting for the same purpose had been held within the prior twelve months. This was perceived as a potential impediment to stockholders exercising their right to call a special meeting.

Management will recommend to the Board of Directors that Clause (b)(iii) be deleted from the by-law procedures. This aims to remove the administrative barrier and ensure the company's governance structure effectively allows stockholders to convene special meetings when the ownership threshold is met.

The proposed amendment to the Certificate of Incorporation and the associated by-law revisions will be presented for stockholder approval at Occidental Petroleum's 2009 Annual Meeting of Stockholders.