What are the main changes to shareholder rights being proposed?

The company is proposing to lower the ownership threshold for shareholders to call a special meeting from 25% to 15% of outstanding shares. Additionally, the threshold to request a record date for shareholders to take action by written consent will be lowered from 20% to 15% of outstanding shares. The processes for beneficial stockholders to act by written consent are also being facilitated.

Why is Occidental Petroleum proposing these changes now?

The proposed changes are largely in response to direct feedback from shareholders. Lowering the special meeting threshold directly addresses a proposal that received majority support in an advisory vote at the 2019 annual meeting. The other changes stem from the company's ongoing stockholder engagement efforts.

What is the purpose of the new Board committees?

Two new committees have been formed: an Integration Committee to oversee the complex integration of the Anadarko Petroleum Corporation acquisition, focusing on synergies, asset sales, and deleveraging; and a Sustainability and Shareholder Engagement Committee to formalize oversight of ESG matters, climate risks, and shareholder interactions.

Will these proposed changes be effective immediately?

No, these proposed amendments to the company's certificate of incorporation require approval from both the Board of Directors and the company's stockholders at the 2020 Annual Meeting. Therefore, they are not effective immediately.

OXY/OXY-WT 8-K: Regulation FD

Summary

Occidental Petroleum Corporation (OXY) announced significant proposed amendments to its corporate charter, which will be presented for stockholder approval at the 2020 Annual Meeting. These changes aim to enhance shareholder rights by lowering the ownership thresholds required to call a special meeting (from 25% to 15%) and to request a record date for action by written consent (from 20% to 15%). The company is also streamlining the process for beneficial stockholders to act by written consent, reflecting a commitment to respond to prior stockholder advisory votes and ongoing engagement. These moves are particularly relevant in the context of OXY's recent acquisition of Anadarko, potentially giving shareholders more direct avenues for influence. In addition to these governance changes, the Board of Directors has approved the formation of two new committees: an Integration Committee and a Sustainability and Shareholder Engagement Committee. The Integration Committee will oversee the critical post-acquisition integration of Anadarko, focusing on synergies, asset sales, and deleveraging. The Sustainability and Shareholder Engagement Committee will consolidate oversight of ESG (Environmental, Social, and Governance) matters, climate-related risks, and shareholder engagement, signaling an increased focus on these evolving areas of corporate responsibility and investor interest.

Key Highlights

1Proposed reduction in ownership threshold to call a special meeting from 25% to 15% of outstanding shares.
2Proposed reduction in ownership threshold to request a record date for written consent from 20% to 15% of outstanding shares.
3Streamlined process for beneficial stockholders to initiate and deliver written consents.
4Board's decision to propose these changes aligns with majority stockholder support from a prior advisory vote and feedback from stockholder engagement.
5Formation of a new Board Integration Committee to oversee Anadarko acquisition integration, synergies, asset sales, and deleveraging.
6Formation of a new Board Sustainability and Shareholder Engagement Committee to oversee ESG, climate risks, and shareholder outreach.
7These governance changes are subject to Board and stockholder approval at the 2020 Annual Meeting.

OCCIDENTAL PETROLEUM CORP /DE/ 8-K Report, Regulation FD Disclosure (Sep 19, 2019)

Summary

Key Highlights

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