UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): October 8, 2015
Occidental Petroleum Corporation
(Exact Name of Registrant as Specified in Charter)
| Delaware | 1-9210 | 95-4035997 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 5 Greenway Plaza, Suite 110 Houston, Texas |
77046 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s Telephone Number, Including Area Code: (713) 215-7000
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On October 8, 2015, the Board of Directors of Occidental Petroleum Corporation (the “Company”) amended the Company’s By-Laws (“By-Laws”), effective immediately, to implement proxy access. Article III, Section 15 has been added to the By-Laws to permit a stockholder, or a group of up to 20 stockholders, owning 3% or more of the Company’s outstanding common stock continuously for at least three years to nominate and include in the Company’s proxy materials directors constituting up to two individuals or 20% of the Board, whichever is greater, provided that the stockholder(s) and the nominee(s) satisfy the requirements specified in the By-Laws. The By-Laws were also amended to make clarifications, updates and other non-substantive changes.
The foregoing description of the amendment to the By-Laws is qualified in its entirety by reference to the text of the By-Laws, which are filed as Exhibit 3.(ii) to this Current Report on Form 8-K and incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description | |
| 3.(ii) | By-laws of Occidental, as amended through October 8, 2015. | |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Occidental Petroleum Corporation | ||
| By: | /s/ Jennifer M. Kirk | |
| Name: | Jennifer M. Kirk | |
| Title: | Vice President and Controller | |
DATED: October 14, 2015
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EXHIBIT INDEX
| Exhibit No. |
Description | |
| 3.(ii) | By-laws of Occidental, as amended through October 8, 2015. | |
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