What were the key outcomes of the 2010 Annual Meeting of Stockholders?

The key outcomes include the election of all thirteen director nominees, the ratification of KPMG as independent auditors, and the re-approval of material terms for Section 162(m) awards. However, an advisory vote on executive compensation philosophy was not approved, and several other stockholder proposals were also not approved or were withdrawn.

Are there any shareholder concerns highlighted by the meeting results?

Yes, the advisory vote against the executive compensation philosophy, objectives, and policies indicates a significant shareholder concern regarding how executives are compensated. The failure of proposals related to special meeting thresholds and various reporting requirements also suggests differing views between management and a portion of the shareholder base on certain corporate governance matters.

When do the modified ROEI awards need to be settled and what is the retention period?

The performance period for these awards continues to end on June 30, 2010. Following certification of the performance goal achievement, the award will be settled 50% in cash and 50% in Occidental Common Stock. The shares received must be retained for at least three years.

OXY 8-K: Leadership Changes & Shareholder Matters

Q: What is the main change to executive compensation described in this filing?

The main change is the modification of the 2007 Return on Equity Incentive (ROEI) awards for Dr. Ray R. Irani and Stephen I. Chazen. These awards will now be settled 50% in cash and 50% in Occidental Common Stock, instead of 100% in cash. Additionally, the net after-tax shares received must be retained for at least three years.

Summary

Occidental Petroleum Corporation's (OXY) 8-K filing on May 11, 2010, details key decisions made at its Annual Stockholders' Meeting on May 7, 2010, and adjustments to executive compensation. Most notably, the company's Executive Compensation and Human Resources Committee modified the settlement terms for 2007 Return on Equity Incentive (ROEI) awards for Dr. Ray R. Irani and Stephen I. Chazen. Previously to be paid entirely in cash, these awards will now be settled 50% in cash and 50% in Occidental common stock, with a mandatory three-year holding period for the stock portion. This change impacts how a significant portion of executive compensation will be delivered and retained. At the Annual Meeting, all thirteen director nominees were elected, and KPMG was ratified as the independent auditor. However, a significant advisory vote against the company's executive compensation philosophy and policies indicates shareholder concern regarding compensation structures. Several other stockholder proposals, including those related to special meeting thresholds and reports on facility security, were not approved by a majority of votes.

Key Highlights

1Occidental Petroleum adjusted the settlement of 2007 Return on Equity Incentive (ROEI) awards for Dr. Ray R. Irani and Stephen I. Chazen, changing them from 100% cash to 50% cash and 50% Occidental Common Stock, with a three-year retention requirement for the stock portion.
2All thirteen director nominees proposed by the Board of Directors were successfully elected at the 2010 Annual Meeting of Stockholders.
3KPMG was ratified as the independent auditor for Occidental Petroleum.
4An advisory vote on the company's executive compensation philosophy, objectives, and policies failed to receive majority approval, indicating shareholder dissent.
5Shareholder proposals regarding the elimination of compensation over $500,000, separation of Chairman and CEO roles, director election by majority vote, and reports on chemical facility security and host country laws were either not presented, withdrawn, or not approved by shareholders.
6A shareholder proposal to reduce the ownership percentage required to call a special meeting also failed to gain majority support.
7The performance period for the modified ROEI awards will continue through June 30, 2010.

OCCIDENTAL PETROLEUM CORP /DE/ 8-K Report, Executive Changes (May 11, 2010)

Summary

Key Highlights

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