Summary
Occidental Petroleum Corp. (OXY) filed an 8-K on June 3, 2020, detailing two significant corporate actions. First, the company adopted an Executive Change in Control Severance Plan (CIC Severance Plan) effective May 29, 2020. This plan provides enhanced severance benefits to executive officers in the event of a qualifying termination within two years following a change in control, aiming to ensure executive focus during potential transitions. Benefits include substantial cash severance (up to 2.99 times salary plus target bonus for the CEO), pro-rata bonus, continued welfare benefits for two years, accelerated vesting of long-term incentive awards, and outplacement services. Second, the filing reports on outcomes from the 2020 Annual Meeting of Shareholders held on May 29, 2020. Key shareholder approvals include an increase in authorized shares of common stock, amendments to the company's charter to facilitate shareholder actions by written consent and lower the threshold for calling special meetings, and the approval of the issuance of common stock underlying the Berkshire Hathaway warrant. Additionally, shareholders ratified the appointment of KPMG as independent auditor and approved the company's long-term incentive plan and a Rights Agreement.
Key Highlights
- 1Occidental Petroleum adopted an Executive Change in Control Severance Plan (CIC Severance Plan) offering enhanced benefits to executives following a change in control.
- 2The CIC Severance Plan provides up to 2.99 times salary plus target bonus for the CEO in cash severance, along with other benefits like accelerated vesting and continued welfare coverage.
- 3Shareholders approved an increase in the number of authorized shares of common stock.
- 4Amendments to the company's charter were approved to lower the threshold for shareholders to request special meetings (from 25% to 15%) and to modify procedures for shareholder actions by written consent.
- 5Shareholder approval was granted for the issuance of common stock related to the Berkshire Hathaway warrant.
- 6KPMG was ratified as the independent auditor for the year ending December 31, 2020.
- 7The company's 2020 Annual Meeting saw shareholders elect all eleven director nominees and approve the company's Rights Agreement.