Edgar Filing: OCCIDENTAL PETROLEUM CORP /DE/

Date: May 10, 2018

OCCIDENTAL PETROLEUM CORPORATION

/s/ Jennifer M. Kirk

Jennifer M. Kirk

Vice President, Controller and

Principal Accounting Officer

8-K

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): May 4, 2018

OCCIDENTAL PETROLEUM CORPORATION

(Exact Name of Registrant as Specified in its 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 filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As described under Item 5.07 below, Occidental Petroleum Corporation (the “Company”) held its 2018 Annual Meeting of Stockholders (the “Annual Meeting”) on May 4, 2018. At the Annual Meeting, the Company’s stockholders approved the Second Amendment (“Second Amendment”) to the Occidental Petroleum Corporation 2015 Long-Term Incentive Plan (the “LTIP”) to increase the number of shares available for grant thereunder by an additional 45 million shares. A summary of the LTIP, as amended, is set forth in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 22, 2018 (the “Proxy Statement”). That summary, and the above description of the Second Amendment, are qualified in their entirety by reference to the actual terms of the LTIP, the First Amendment to the LTIP, and the Second Amendment, which are attached as Annex A, Annex B and Annex C, respectively, to the Proxy Statement, and incorporated herein by reference.

Item 5.07

Submission of Matters to a Vote of Security Holders.

The following actions were taken at the Company’s Annual Meeting on May 4, 2018, for which proxies were solicited pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended, and the final number of votes cast for, against or withheld, and broker non-votes for each matter are set forth below.

1.	The eleven nominees proposed by the Board of Directors were elected by the following votes:


Nominee	For		% For			Against		Abstain		Broker Non- Votes
Spencer Abraham		464,158,108		77.59	%		134,043,749		1,195,764		75,030,791
Howard I. Atkins		595,164,921		99.44	%		3,317,834		914,866		75,030,791
Eugene L. Batchelder		594,081,340		99.26	%		4,392,620		923,661		75,030,791
John E. Feick		584,303,956		97.62	%		14,186,776		906,889		75,030,791
Margaret M. Foran		590,604,962		98.67	%		7,935,455		857,204		75,030,791
Carlos M. Gutierrez		594,848,551		99.39	%		3,627,926		921,144		75,030,791
Vicki Hollub		596,452,326		99.65	%		2,084,016		861,279		75,030,791
William R. Klesse		592,937,358		99.07	%		5,545,025		915,238		75,030,791
Jack B. Moore		588,966,060		98.41	%		9,504,307		927,254		75,030,791
Avedick B. Poladian		587,660,245		98.19	%		10,786,718		950,658		75,030,791
Elisse B. Walter		596,361,034		99.63	%		2,169,426		867,161		75,030,791

2.	The advisory vote to approve named executive officer compensation was approved by the Company’s stockholders by the following vote:


For	% For	Against	Abstain	Broker Non-Votes
575,682,730	96.04%	21,073,648	2,641,243	75,030,791

3.	The proposal to approve the Second Amendment to the 2015 LTIP to increase the number of shares available for grant was approved by the Company’s stockholders by the following vote:


For	% For	Against	Abstain	Broker Non-Votes
561,489,931	93.67%	36,228,092	1,679,598	75,030,791

4.	The ratification of the selection of KPMG as independent auditor for the year ending December 31, 2018, was approved by the Company’s stockholders by the following vote:


For	% For	Against	Abstain
661,977,281	98.15%	11,373,901	1,077,230

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits.


Exhibit No.		Description

99.1		Occidental Petroleum Corporation 2015 Long-Term Incentive Plan (incorporated by reference to Annex A to our Definitive Proxy Statement on Schedule 14A filed on March 22, 2018).

99.2		First Amendment to the Occidental Petroleum Corporation 2015 Long-Term Incentive Plan (incorporated by reference to Annex B to our Definitive Proxy Statement on Schedule 14A filed on March 22, 2018).

99.3		Second Amendment to the Occidental Petroleum Corporation 2015 Long-Term Incentive Plan (incorporated by reference to Annex C to our Definitive Proxy Statement on Schedule 14A filed on March 22, 2018).

SIGNATURES

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.