8-KLeadership ChangesCorporate ChangesRegulation FD+1

OCCIDENTAL PETROLEUM CORP /DE/ 8-K Report, Executive Changes (Jul 15, 2014)

Filed July 15, 2014For Securities:OXYOXY-WT

Summary

Occidental Petroleum Corporation (OXY) filed an 8-K on July 15, 2014, detailing significant executive leadership changes and the implementation of new long-term incentive compensation awards for its officers. These changes are closely tied to the ongoing separation of its subsidiary, California Resources Corporation (CRC), a strategic move first announced in February 2014. The company also announced amendments to its by-laws, altering how stockholder matters are decided by excluding broker non-votes from the vote count. This filing provides transparency into the company's governance and compensation structures as it navigates a period of significant organizational transition. Investors should note these changes as they may impact the company's strategic direction and executive alignment with shareholder interests.

Key Highlights

  • 1Christopher G. Stavros appointed Executive Vice President and Chief Financial Officer, replacing Cynthia Walker who moved to Executive Vice President, Strategy and Development.
  • 2Jennifer Kirk appointed Vice President and Controller, replacing Roy Pineci as principal accounting officer, who moved to CRC.
  • 3New executive leadership team announced for subsidiary California Resources Corporation (CRC), including Todd A. Stevens as CEO and Marshall D. Smith as CFO.
  • 4Long-term incentive awards granted to executive officers, including Total Shareholder Return (TSR), Restricted Stock (RSIA), Return on Capital Employed (ROCEIA), and Return on Assets (ROAIA) awards.
  • 5Performance metrics for incentive awards are tied to TSR relative to peers, cumulative net income, ROCE, and ROA, with adjustments for oil price volatility (WTI).
  • 6RSIA vesting is contingent on achieving a cumulative net income of $12 billion by June 30, 2021.
  • 7By-laws amended to exclude broker non-votes from determining stockholder matters, emphasizing shares present and entitled to vote.

Frequently Asked Questions

Occidental Petroleum announced that Christopher G. Stavros has been appointed Executive Vice President and Chief Financial Officer, and Jennifer Kirk has been appointed Vice President and Controller. Cynthia Walker, the former CFO, has moved to the role of Executive Vice President, Strategy and Development, and Roy Pineci, the former Principal Accounting Officer, will serve in that capacity for the subsidiary California Resources Corporation (CRC).

The company has granted incentive awards tied to long-term performance, including Total Shareholder Return (TSR) compared to peers, cumulative Net Income, Return on Capital Employed (ROCE), and Return on Assets (ROA). These awards are denominated in performance shares and are designed to align executive pay with company performance over specified future periods.

The by-laws were amended to exclude broker non-votes when determining the outcome of matters brought before stockholders. This means only shares present in person or by proxy and entitled to vote will be counted, potentially giving more weight to active votes and less to shares held by brokers that do not have voting instructions.

The performance thresholds for ROCEIA and ROAIA awards are subject to adjustment based on West Texas Intermediate (WTI) crude oil prices. Specifically, changes in forward strip WTI prices and actual average WTI prices during the performance period can cause the required ROCE and ROA targets to shift, potentially affecting the payout of these awards.