What are the key leadership changes at Occidental Petroleum announced in this filing?

The most significant leadership change is the planned succession for CEO and Chairman roles. Effective May 2011, Dr. Ray R. Irani will transition from Chairman and Chief Executive Officer to Executive Chairman, and Stephen I. Chazen, currently President and Chief Operating Officer, will become the new Chief Executive Officer.

What is the new executive compensation program designed to achieve?

The new long-term incentive compensation program is designed to align executive pay more closely with company performance and shareholder value creation. It includes awards tied to achieving substantial cumulative net income targets and outperforming a peer group in total shareholder return over a three-year period.

Why has Occidental Petroleum amended its bylaws regarding director elections and resignations?

The company has amended its bylaws to move from a plurality vote standard to a majority vote standard for director elections. Additionally, the resignation provisions now require a director who fails to receive a majority vote to submit their resignation, which the Board must then accept. These changes reflect enhanced corporate governance practices, influenced by shareholder input and discussions with key investors.

How are the new incentive awards structured for named executive officers?

The named executive officers will receive two primary types of long-term incentive awards: a Restricted Stock Incentive award, which requires cumulative net income to be met for vesting, and a Total Shareholder Return (TSR) Incentive award, where the payout depends on OXY's stock performance relative to a defined peer group. A portion of the awards are also tied to Section 162(m) of the IRC for tax deductibility.

OXY/OXY-WT 8-K: Leadership Changes & Corporate Changes

Summary

Occidental Petroleum Corporation (OXY) filed an 8-K on October 14, 2010, reporting significant changes in its Board of Directors and executive leadership, along with a new executive compensation program. The Board added Howard I. Atkins, CFO of Wells Fargo, and announced the planned retirements of directors John Chalsty and Irwin Maloney at the 2011 annual meeting. A major leadership transition was revealed: current Chairman and CEO Dr. Ray R. Irani will become Executive Chairman, while President and COO Stephen I. Chazen will assume the CEO role, effective May 2011. Furthermore, OXY implemented a new long-term incentive compensation program for its executive officers, designed to link a substantial portion of pay to company performance over specified future periods. This includes a Restricted Stock Incentive award tied to cumulative net income and a Total Shareholder Return (TSR) Incentive award benchmarked against peer companies. These changes, including amendments to bylaws for majority voting and director resignation policies, are partly a result of discussions with major investors and a settlement of derivative litigation, signaling a proactive approach to corporate governance and shareholder engagement.

Key Highlights

1Board expansion with the appointment of Howard I. Atkins, CFO of Wells Fargo, as an independent director.
2Announcement of the upcoming retirement of directors John Chalsty and Irwin Maloney at the 2011 Annual Meeting.
3Succession plan: Dr. Ray R. Irani to transition from Chairman and CEO to Executive Chairman, and Stephen I. Chazen to become CEO, effective May 2011.
4Introduction of a new executive long-term incentive compensation program focused on performance-based awards.
5Restricted Stock Incentive award requires cumulative net income of $10 billion by September 30, 2017, for vesting.
6Total Shareholder Return (TSR) Incentive award is based on OXY's TSR relative to a peer group of oil and gas companies over a three-year period.
7Bylaws amended to adopt majority voting for directors and strengthen director resignation provisions.
8Governance changes stem from discussions with key investors (California State Teachers Retirement System, Relational Investors LLC) and settlement of derivative litigation.

OCCIDENTAL PETROLEUM CORP /DE/ 8-K Report, Executive Changes (Oct 14, 2010)

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