Pursuant to Occidental’s by-laws, directors are elected by the majority of votes cast with respect to such director, meaning that the number of votes cast “for” a director must exceed the number of votes cast “against” that director. Any director who receives a greater number of votes “against” his or her election than votes “for” in an uncontested election must tender his or her resignation. Unless accepted earlier by the Board of Directors, such resignation will become effective on October 31st of the year of the election.

Unless you specify differently on the proxy card, proxies received will be voted FOR Spencer Abraham, Howard I. Atkins, Eugene L. Batchelder, Stephen I. Chazen, Edward P. Djerejian, John E. Feick, Margaret M. Foran, Carlos M. Gutierrez, William R. Klesse, Avedick B. Poladian and Elisse B. Walter to serve for a one-year term ending at the 2015 Annual Meeting, but in any event, until his or her successor is elected and qualified, unless ended earlier due to his or her death, resignation, disqualification or removal from office. In the event any nominee should be unavailable at the time of the meeting, the proxies may be voted for a substitute nominee selected by the Board of Directors.

The Board of Directors has determined that all directors, other than Mr. Chazen, meet the independence standards of Occidental’s Corporate Governance Policies and the New York Stock Exchange Listed Company Manual.

The following biographical information is furnished with respect to each of the nominees for election at the 2014 Annual Meeting, together with a discussion of each nominee’s experience, qualifications and attributes or skills that led to the conclusion that such person should serve as a director.

Descriptions of the responsibilities of the six standing Board committees follow the biographical information.

The Board of Directors recommends a vote FOR all of the nominees.

SPENCER ABRAHAM   Director since 2005   Vice Chairman of the Board   Committees: Chair of Management Succession and Talent Development Committee; Member of Corporate Governance, Nominating and Social Responsibility Committee; Environmental, Health and Safety Committee; and Executive Compensation Committee

Secretary Abraham, 61, is Chairman and Chief Executive Officer of The Abraham Group LLC, an international strategic consulting firm based in Washington, D.C. He is also the Chairman and Chief Executive Officer of Abraham & Roetzel LLC, a bipartisan government affairs and issue management firm. He represented Michigan in the United States Senate prior to President George W. Bush selecting him as the tenth Secretary of

Energy in U.S. history. During his tenure at the Energy Department from 2001 through January 2005, he developed policies and regulations to ensure the nation’s energy security, was responsible for the U.S. Strategic Petroleum Reserve, oversaw domestic oil and gas development policy and developed relationships with international governments, including members of the Organization of the Petroleum Exporting Countries. Secretary Abraham serves as a Director of PBF Energy Inc., where he serves on the Compensation and Nominating & Corporate Governance Committees, and NRG Energy, Inc., where he serves on the Compensation and Nuclear Oversight Committee, and as Chairman of the Advisory Boards of Lynx Global Realty Asset Fund Onshore LLC and Uranium Energy Corp. He was previously a Director of GenOn Energy, Inc. and a Director and a member of the Nominating and Governance and Compensation Committees of ICx Technologies. He also serves on the boards or advisory committees of Sindicatum Sustainable Resources and C3. Secretary Abraham is a member of the Advisory Board of the Churchill Center. He holds a Juris Doctor degree from Harvard Law School and is the author of, “Lights Out!: Ten Myths About (and Real Solutions to) America’s Energy Crisis.”

Qualifications: Secretary Abraham’s nearly two decades at the highest levels of domestic and international policy and politics shape the insights he brings to Occidental’s Board of Directors. As a former U.S. Senator and former U.S. Secretary of Energy who directed all aspects of the country’s energy strategy, Secretary Abraham provides the Board unique insight into public policy and energy-related issues. In addition, Secretary Abraham is a Harvard-educated attorney who, while directing the Energy Department, oversaw a budget of nearly $24 billion (FY 2005) and was responsible for the management of senior department personnel. Secretary Abraham’s legal training, and his government service managing complex policy, personnel and strategic issues provide Occidental with exceptional knowledge and perspective in the areas of health, environment and safety, strategy and policy, personnel management and community relations.

HOWARD I. ATKINS   Director since 2010   Committees: Chair of Finance and Risk Management Committee; Member of Audit Committee; Executive Compensation Committee; and Management Succession and Talent Development Committee

Mr. Atkins, 63, retired as the Senior Executive Vice President and Chief Financial Officer of Wells Fargo & Company, where he was responsible for Wells Fargo’s financial management functions, investment portfolios and corporate properties functions from 2001 to 2011. A 37-year veteran of the financial services industry, Mr. Atkins previously served as Executive Vice President and

Chief Financial Officer of New York Life Insurance Company, Chief Financial Officer of Midlantic Corporation and Corporate Treasurer of Chase Manhattan Bank. Mr. Atkins serves on the Board of Directors of Ingram Micro Inc. where he is a member of the Audit Committee and the Human Resources Committee.

Qualifications: With his experience as Chief Financial Officer of Wells Fargo, one of the largest banking institutions in the United States, Mr. Atkins brings to the Board a deep understanding of financial oversight and accountability. In his nearly four decades in the financial services industry, Mr. Atkins has had responsibilities in the areas of financial reporting, tax management, asset-liability management, treasury, corporate development, investor relations and mergers and acquisitions. This experience provides the Board insight into financial management and analysis. Mr. Atkins’ financial acumen, combined with his senior management expertise provides the Board valuable perspective in helping to guide the fiscal management policies that further Occidental’s strategic business goals.

EUGENE L. BATCHELDER   Director since 2013   Committees: Member of Audit Committee; and Management Succession and Talent Development Committee

Mr. Batchelder, 66, retired as the Senior Vice President and Chief Administrative Officer at ConocoPhillips, an integrated global energy company. In this role, from 2009 until his retirement in 2012, he was responsible for global shared services, human resources, facilities, information technology, security, aviation, executive services, and corporate affairs, which included investor relations, corporate communications and contributions. Mr. Batchelder served as Senior Vice President and Chief Information Officer of ConocoPhillips from 2002 to 2009. Prior to the merger of Conoco and Phillips Petroleum in 2002, Mr. Batchelder was promoted to increasingly senior positions within Phillips Petroleum companies, including information technology and financial management positions. Mr. Batchelder is a past trustee and current governor of the Oklahoma State University Foundation and past president and board member of the Oklahoma State University Alumni Association. Mr. Batchelder holds a bachelor’s degree in Accounting from Oklahoma State University, is a certified public accountant and a member of the American Institute of Public Accountants.

Qualifications: With more than 40 years of experience in the energy industry, including two decades in senior executive management, Mr. Batchelder brings an in-depth understanding of key corporate issues, including financial management and information technology. Mr. Batchelder also has insight into human resources, including executive management succession planning and compensation and benefits.

STEPHEN I. CHAZEN   Director since 2010

Mr. Chazen, 67, became President and Chief Executive Officer of Occidental Petroleum Corporation in May 2011. Mr. Chazen served as President and Chief Operating Officer from 2010 to 2011 and as President and Chief Financial Officer from 2007 to 2010. Prior to being named President and Chief Financial Officer, Mr. Chazen was Chief Financial Officer and Senior Executive Vice President from 2004 to 2007, Chief Financial Officer and Executive Vice President-Corporate Development from 1999 to 2004, and Executive Vice President-Corporate Development from 1994 to 1999. Prior to joining Occidental, Mr. Chazen was a Managing Director in Corporate Finance and Mergers and Acquisitions at Merrill Lynch. Mr. Chazen is a Director of Ecolab Inc. He was previously a member of the Board of Directors of Washington Mutual, Inc. Mr. Chazen is Chairman of the American Petroleum Institute’s Board of Directors and serves on the Boards of Aquarium of the Pacific and Catalina Island Conservancy. Mr. Chazen holds a Ph.D. in Geology from Michigan State University, a master’s degree in Finance from the University of Houston and a bachelor’s degree in Geology from Rutgers College.

Qualifications: Mr. Chazen, as Chief Executive Officer, is responsible for all operations, the financial management of the company and for creating and implementing the company’s strategy. Since joining Occidental, he has recommended and implemented the company’s acquisition and divestiture strategy, which has been a key factor in Occidental’s transformation into a major oil and gas company. Additionally, Mr. Chazen has been a successful executive in the financial services industry. This financial and management expertise, coupled with his more than thirty years of experience in the oil and gas industry, demonstrate the valuable expertise and perspective that he brings to the Board.

EDWARD P. DJEREJIAN   Director since 1996   Chairman of the Board   Committees: Member of Corporate Governance, Nominating and Social Responsibility Committee

Ambassador Djerejian, 75, served in the U.S. Foreign Service for eight presidents, from John F. Kennedy to William J. Clinton (1962-1994). Prior to his nomination by President Clinton as U.S. ambassador to Israel (1993-1994), he was assistant secretary

of state for Near Eastern affairs in both the George H.W. Bush and the Clinton administrations (1991-1993). He was the U.S. ambassador to the Syrian Arab Republic (1988-1991). He also served as special assistant to President Ronald Reagan and deputy press secretary for foreign affairs in the White House (1985-1986). After his retirement from government service in 1994, he became, and currently serves as, the founding director of the James A. Baker III Institute for Public Policy at Rice University. His book “Danger and Opportunity: An American Ambassador’s Journey Through the Middle East” was published by Simon & Schuster Threshold Editions in September 2008. He has been awarded the Presidential Distinguished Service Award, the Department of State’s Distinguished Honor Award and numerous other honors, including the Ellis Island Medal of Honor and the Anti-Defamation League’s Moral Statesman Award. He is also a recipient of the Association of Rice Alumni’s Gold Medal, the group’s most prestigious award, for his service to Rice University. In 2011, Ambassador Djerejian was elected a fellow of the American Academy of Arts and Sciences. He is also a member of the Board of Trustees of the Carnegie Corporation of New York. Ambassador Djerejian previously served as a director of Baker Hughes Incorporated and Global Industries, Ltd., where he was Chairman of the Governance Committee.

Qualifications: Ambassador Djerejian is a leading expert on the complex political, security, economic, religious and ethnic issues of the Middle East. His experience brings valuable insight that enhances the Board’s ability to assess operations and business opportunities in the company’s important Middle East/North Africa region. Throughout his distinguished career, he has developed an in-depth knowledge of a broad range of public policy issues, and expertise in foreign policy, geopolitics of energy and corporate governance. He also has experience serving on several public, private and nonprofit boards.

Waiver of Age Restriction: All of the directors have requested that Mr. Djerejian remain as independent Chairman for one additional one-year term for the reasons described under “Board of Directors and its Committees” beginning on page 8. His re-election will require that the stockholders also waive the current age 75 restriction for him for one term. See Proposal 2 on page 13.

JOHN E. FEICK   Director since 1998   Committees: Chair of Environmental, Health and Safety Committee; Member of Audit Committee; Executive Compensation Committee; and Finance and Risk Management Committee

Mr. Feick, 70, is the Chairman and a significant stockholder of Matrix Solutions Inc., a provider of environmental remediation and reclamation services. Until 2011, he was Chairman and a significant stockholder of Kemex Engineering Services, Ltd., which offers

engineering and design services to the petrochemical, refining and gas processing industries. From 1984 to 1994, Mr. Feick was President and Chief Operating Officer of Novacor Chemicals, a subsidiary of Nova Corporation. He is a member of the Board of Directors of Graham Construction. He previously served as Chairman of the Board of Directors of Oak Point Energy Ltd., an oil sands exploration and development company, and was a director of Veresen Inc.

Qualifications: Mr. Feick possesses a deep understanding of both the oil and gas and chemicals industries along with broad experience in environmental compliance and remediation. He has served as President and Chairman of a company specializing in environmental services and served as Chairman of an oil and gas and petrochemicals specialty engineering firm. As President and Chief Operating Officer of Novacor Chemicals, he was responsible for the company’s investments and operations and established the company as a leader in plant reliability, utilization rates, occupational health and safety, and environmental performance in North America. In addition to industry knowledge and expertise, Mr. Feick’s experience brings the Board exceptionally valuable insight into the environmental, health and safety area.

MARGARET M. FORAN   Director since 2010   Committees: Chair of Corporate Governance, Nominating and Social Responsibility Committee; Member of Audit Committee; Executive Compensation Committee; Environmental, Health and Safety Committee; and Management Succession and Talent Development Committee

Ms. Foran, 59, is Chief Governance Officer, Vice President and Corporate Secretary of Prudential Financial, Inc. Prior to joining Prudential, she was Executive Vice President, General Counsel and Corporate Secretary at Sara Lee Corporation from 2008 to 2009; Senior Vice President, Associate General Counsel and Corporate Secretary at Pfizer Inc. from 1997 to 2008; and Vice President and Assistant General Counsel at J.P. Morgan & Co. Ms. Foran is a former Director of The MONY Group Inc. and MONY Life Insurance Company. She served as Co-Chair and a Director of the Council of Institutional Investors (CII) and Co-Chair of the CII International Corporate Governance Committee. She is the former Chair of the American Bar Association Committee on Corporate Governance. Ms. Foran is the former Chair of the Coordinating Committee of the Business Roundtable Corporate Governance Task Force. She previously served two terms on the Standing Advisory Group of the Public Company Accounting Oversight Board (PCAOB) and is a member of the Economic Club of New York. Ms. Foran is also a Trustee of the SEC Historical Society.

Qualifications: Ms. Foran is an accomplished attorney with deep expertise in legal affairs and corporate governance. She has held positions of increasing responsibility at four U.S.-based global companies, where for more than a decade she has had

a leading role in strengthening corporate governance principles and practices, ensuring regulatory compliance and developing programs to broaden investor communications. Having been a senior executive in the financial services, food and beverage and pharmaceutical industries, Ms. Foran has a broad range of experience in shareholder services, mergers and acquisitions, SEC reporting, capital markets, derivatives, risk management, internal audit procedures and insurance matters as well as environmental, safety and social responsibility programs. Ms. Foran’s corporate experience, in addition to her work with various investor groups and corporate trade associations, provides the Board exceptional acumen and insight on governance, investor and legal policies and practices.

CARLOS M. GUTIERREZ   Director since 2009   Committees: Chair of Executive Compensation Committee; Member of Corporate Governance, Nominating and Social Responsibility Committee; Environmental, Health and Safety Committee; Finance and Risk Management Committee; and Management Succession and Talent Development Committee

Secretary Gutierrez, 60, is Co-Chair of Albright Stonebridge Group, a commercial diplomacy and strategic advisory firm. He also serves as Chairman of Republicans for Immigration Reform, a political action committee. Prior to that he was Vice Chairman of the Institutional Clients Group and a member of the Senior Strategic Advisory Group at Citigroup Inc. from 2011 to February 2013. He joined Citigroup from communications and public affairs consulting firm APCO Worldwide Inc., where he was Chairman of the Global Political Strategies division in 2010. He served as U.S. Secretary of Commerce in the administration of President George W. Bush from February 2005 to January 2009. Prior to his government service, Secretary Gutierrez was with Kellogg Company for 30 years. He became Kellogg’s Chief Executive Officer in 1999 and was named Chairman of the Board from 2000 to 2005. Secretary Gutierrez serves on the Boards of Directors of MetLife, Inc., where he serves on the Finance and Investment and Governance Committees, and Time Warner Inc., where he serves on the Audit Committee. He previously served as a Director of Corning Incorporated, United Technologies Corporation and Lighting Science Group Corp., where he served on the Audit Committee. In addition to serving as a trustee of the Woodrow Wilson International Center for Scholars and a National Trustee to the University of Miami Board of Trustees, Secretary Gutierrez is a non-resident scholar at the University of Miami’s Institute for Cuban and Cuban-American Studies and is a Co-Chairman of the Regional Migration Study Group. He is also a co-founder of TheDream.US, a scholarship fund for undocumented students.

Qualifications: Secretary Gutierrez’s highly successful service as Chief Executive Officer and Chairman of Kellogg Company provides him deep insight into the complex challenges faced by a growing organization in a highly competitive business environment. Additionally, his experience as U.S. Secretary of Commerce provides the Board exceptional knowledge and insight into the complex environment of international commerce. Secretary Gutierrez brings valuable business management and operational experience and an international commerce and global economic perspective to the Board.

WILLIAM R. KLESSE   Director since 2013   Committees: Member of Environmental, Health and Safety Committee; and Management Succession and Talent Development Committee.

Mr. Klesse, 67, is Chairman of the Board and Chief Executive Officer of Valero Energy Corporation, an international manufacturer and marketer of transportation fuels, other petrochemical products and power. He joined the Valero board as Vice Chairman in 2005 and became Chairman in 2007. He has served as Chief Executive Officer since 2006 and served as President from 2008 to 2013. From 2003 to 2005, Mr. Klesse was Valero’s Executive Vice President and Chief Operating Officer. Prior to that, he served as Executive Vice President of Refining and Commercial Operations following Valero’s 2001 acquisition of Ultramar Diamond Shamrock Corporation, where he had been Executive Vice President of the company’s refining operations. Mr. Klesse began his 40-plus year career in the energy industry at Diamond Shamrock Corporation, which merged with Ultramar Corporation in 1996. Mr. Klesse is Chairman of the Board of Valero Energy Partners GP LLC. He is a trustee of the Texas Biomedical Research Institute, the Muscular Dystrophy Association and United Way of San Antonio and Bexar County. Mr. Klesse holds a bachelor’s degree in Chemical Engineering from the University of Dayton and a Master of Business Administration with an emphasis in Finance from West Texas A&M University.

Qualifications: Mr. Klesse brings more than four decades of energy industry executive management experience to Occidental’s Board. As Valero’s Chairman and Chief Executive Officer, he leads the Board’s strategic planning and oversees the daily operations of a major global energy company. Mr. Klesse’s experience provides an informed management perspective and insights of global business and energy issues to the board. He also has leadership experience on industry association and nonprofit boards.

AVEDICK B. POLADIAN   Director since 2008   Committees: Chair of Audit Committee; Member of Executive Compensation Committee; and Finance and Risk Management Committee

Mr. Poladian, 62, is Executive Vice President and Chief Operating Officer of Lowe Enterprises, Inc., a diversified national real estate company active in commercial, residential and hospitality property investment, management and development. In this role, Mr. Poladian oversees human resources, risk management, construction, finance and legal functions across the firm. Mr. Poladian previously served as Executive Vice President, Chief Financial Officer and Chief Administrative Officer for Lowe from 2003 to 2006. Mr. Poladian was with Arthur Andersen from 1974 to 2002 and is a certified public accountant (inactive). He is a past member of the Young Presidents Organization, the Chief Executive Organization, the California Society of CPAs and the American Institute of CPAs. Mr. Poladian is a director of the YMCA of Metropolitan Los Angeles, a member of the Board of Councilors of the University of Southern California School of Policy, Planning, and Development, a member of the Board of Advisors of the Ronald Reagan UCLA Medical Center, and a former Trustee of Loyola Marymount University. He serves as a director of Western Asset Management Funds where he is a member of the Audit Committee and as a member of the Board of Trustees of Public Storage where he is the Chair of the Audit Committee and the Chair of the Nominating/Corporate Governance Committee. He previously served as a director of California Pizza Kitchen.

Qualifications: As a certified public accountant with extensive business experience, Mr. Poladian qualifies as one of Occidental’s Audit Committee financial experts and provides the Board expert perspective in financial management and analysis. Having served in a senior management position at one of the world’s largest accounting firms, combined with his experience as Chief Operating Officer and Chief Financial Officer of a diversified real estate company, Mr. Poladian has deep knowledge of key business issues, including personnel and asset utilization, in addition to all aspects of fiscal management.

ELISSE B. WALTER   Director since 2014

Ms. Walter, 63, was appointed Commissioner of the U.S. Securities and Exchange Commission (SEC) by President George W. Bush, and served in that capacity from 2008 until 2013. President Barack Obama designated her as the 30th Chairman of the SEC in December 2012. Prior to her appointment as an SEC Commissioner, she was with the Financial Industry Regulatory Authority (FINRA) and its predecessor, the National Association of Securities Dealers (NASD), from 1996-2008. She served as Senior Executive Vice President, Regulatory Policy and Programs for FINRA and held the comparable position at NASD before its 2007 consolidation with NYSE Member Regulation. Earlier in her career, she served as the General Counsel of the Commodity Futures Trading Commission from 1994 to 1996 and as Deputy Director of the SEC Division of Corporation Finance from 1986 to 1994. Among the honors Ms. Walter has received are the Presidential Rank Award (Distinguished), the ASECA William O. Douglas Award, the SEC Chairman’s Award for Excellence and the Federal Bar Association’s Philip A. Loomis, Jr., and Manuel F. Cohen Awards. She is a member of the Academy of Women Achievers of the YWCA of the City of New York and the inaugural class of the DirectWomen Institute. She serves on the Board of Directors of the Sustainability Accounting Standards Board and is a member of FINRA’s Investor Issues Committee. Ms. Walter holds a B.A. in Mathematics, cum laude, from Yale University and a J.D., cum laude, from Harvard Law School.

Qualifications: Chairman Walter’s long and distinguished record of public service in major leadership roles at key agencies of the federal government has given her unique insight into both business and government. She also brings to Occidental’s board more than 35 years of experience and insight on complex domestic and international regulatory matters. As Chairman of the SEC, Ms. Walter demonstrated a keen understanding of capital markets and related regulatory issues, and led a 4,000-employee federal agency, overseeing its budget and developing policy. Her experience at FINRA provides extensive knowledge with respect to corporate finance and financial regulation and disclosure and her CFTC experience brings to the Board an understanding of commodities markets and regulation.

The Board of Directors has six standing committees, each currently composed solely of independent directors: Audit; Corporate Governance, Nominating and Social Responsibility; Environmental, Health and Safety; Executive Compensation; Finance and Risk Management; and Management Succession and Talent Development. In May 2013, the Board eliminated the Charitable Contributions Committee and the Corporate Governance, Nominating and Social Responsibility Committee assumed its duties. The charters of the Audit Committee; the Corporate Governance, Nominating and Social Responsibility

Committee; the Executive Compensation Committee; and the Finance and Risk Management Committee; and the enabling resolutions for each of the other committees as well as the duties of the Chairman of the Board are available at www.oxy.com or by writing to Occidental’s Corporate Secretary, Occidental Petroleum Corporation, 10889 Wilshire Boulevard, Los Angeles, California 90024. The general responsibilities of the committees are described below. From time to time, the Board of Directors delegates additional duties to the standing committees.

The Board of Directors is committed to strong corporate governance policies and practices, and continually reviews evolving best practices in governance and seeks input from stockholders. The Corporate Governance Policies, together with information about Occidental’s Code of Business Conduct and

other governance measures adopted by the Board of Directors are available at www.oxy.com, or by writing to Occidental’s Corporate Secretary, Occidental Petroleum Corporation, 10889 Wilshire Boulevard, Los Angeles, California 90024.

Over the past several years, the Board has implemented a number of significant senior management, corporate governance and compensation program changes, largely with input from stockholders. Last year, the company also initiated a strategic review of its assets and operations. Following is a summary of the background, recent developments, and the Board’s current plans for further actions with respect to its leadership structure and executive succession planning.

Events of 2010 and 2011. In late 2010, at the urging of some of the company’s institutional investors, and in discussions spearheaded by the California State Teachers’ Retirement System and Relational Investors LLC, the Company began a progression of senior management, corporate governance and compensation program changes. First, the Board announced in October 2010 that Dr. Ray Irani, who had been Chairman and Chief Executive Officer of Occidental for 20 years, would step down as Chief Executive Officer, and that Stephen Chazen, the President and Chief Operating Officer, would become Chief Executive Officer. These changes were effected at the May 2011 Annual Meeting. Dr. Irani remained on the Board, and became Executive Chairman.

At that time, the Board also approved and subsequently implemented several corporate governance changes, including the following:

In the process of adopting these corporate governance changes, the Board and stockholders agreed that the Board could modify them in order to exercise its fiduciary duties in the future, and that certain of these measures could be modified at any time with stockholder approval. Nevertheless, the Board has followed these guidelines during the past three years.

Events of 2013. In early 2013, the Board announced that it formed a search committee, as part of a succession planning process, to find a candidate to replace Mr. Chazen as Chief Executive Officer. There was significant opposition to this action by major institutional investors, who felt that Mr. Chazen should be given more time to develop the company’s corporate strategy. So, after further consideration, which took into account discussions with stockholders, on April 29, 2013, the Board announced that Mr. Chazen would remain as Chief Executive Officer.

At the Annual Meeting of Stockholders on May 3, 2013, Dr. Irani did not receive a majority of votes cast for his election as a director. He resigned from the Board. In addition, Aziz Syriani, who had been serving as the Lead Independent Director, resigned just prior to the 2013 Annual Meeting. During Dr. Irani’s tenure as Chairman, the Board had a Lead Independent Director, a position that would no longer be necessary with the election of an independent Chairman. The Board elected former Ambassador Edward P. Djerejian, an independent director, Chairman of the Board of Directors.

Ambassador Djerejian served for a number of years as an independent director of Occidental, and recently chaired the Corporate Governance, Nominating and Social Responsibility Committee. He also played an important leadership role on the Board for many years, possesses a keen understanding of Occidental’s business and strategy, and brings a sophisticated global perspective to the Board. His depth of experience, judgment, and understanding of the company’s business strategy make him the perfect choice to lead the Board. Since his appointment as Chairman, his leadership expertise and interpersonal skills have been significant factors in strengthening the relationship between the Board and the CEO.

At the same time, the Board also announced a number of new governance policies, including the following:

After the 2013 Annual Meeting, the Board began to implement these new governance policies and, in October 2013, the Board added two more directors with industry knowledge, William Klesse, Chairman of the Board and Chief Executive Officer of Valero Energy Corporation, and Eugene Batchelder, former Senior Vice President and Chief Administration Officer of ConocoPhillips, to the Board. Additionally, in February 2014, the Board added Elisse B. Walter, former Chairman of the SEC, as a director.

2013 Strategic Review. Following the 2013 Annual Meeting, Mr. Chazen and the Board launched a strategic review of the company’s assets and operations with the purpose of streamlining and focusing operations in order to better execute the Company’s long-term strategy and enhance value for stockholders. The following initial actions were announced in October:

Continuity of Board leadership and senior management for 2014 and 2015. In his one year as independent Board Chairman, Ambassador Djerejian has been instrumental in helping the Board to coalesce into a very effective team. The Board has worked together cohesively to make good progress on corporate governance measures, finance, corporate strategy, executive compensation and succession planning, and has developed a strong relationship with the CEO. The Board committees are functioning well, and Committee chairs have been reassigned to leverage directors’ areas of expertise.

Working together with the Board, Ambassador Djerejian and Mr. Chazen have also:

The Board believes it is in the best interests of the company for Mr. Chazen and Ambassador Djerejian to follow through on the corporate strategic plan. To accomplish that, the Board wants Mr. Chazen to remain as Chief Executive Officer through the 2016 Annual Meeting. He will not be a candidate for election to the Board at the 2016 Annual Meeting. The Board also wants Ambassador Djerejian to remain as independent Chairman one more year, from May 2014 to May 2015. He will then retire from the Board, and will not be a candidate for election to the Board at the 2015 Annual Meeting. With one extra year as Chairman, Ambassador Djerejian will be able to build on the progress that he, the Board and Mr. Chazen have made in the past year. These short extensions will provide the Board and executive leadership with continuity, continued alignment, stability and cohesiveness.

Stockholders are being asked to vote at this meeting on the election of Messrs. Djerejian and Chazen as directors, as well as the one-year age waiver for Mr. Djerejian. See Proposal 2 on page 13.

Following the 2013 Annual Meeting, the Board modified the company’s by-laws to provide for a Chairman of the Board to be elected from the independent directors and elected Ambassador Djerejian to serve in that position. His role is to serve as a liaison between the Board and stockholders. He has the authority to call meetings of the independent directors and chairs executive sessions of the Board at which no members of management are present, to approve the agendas for the Board and committee meetings, to propose a schedule of Board meetings and the information to be provided by management for Board consideration, to recommend the retention of consultants who report directly to the Board, and to assist in assuring compliance with the corporate governance policies and to recommend revisions to the policies. Additionally, he evaluates, along with the members of the Executive Compensation Committee and the full Board, the performance of the Chief Executive Officer, and communicates to him the views of the independent directors and the Board committees with respect to objectives set for management by the Board.

The Board also modified the company’s by-laws to create the position of Vice Chairman to be elected from the independent directors and to perform the duties of the Chairman of the Board in the absence or disability of the Chairman and such other duties as may be delegated to him pursuant to the by-laws. In May 2013, the Board elected Secretary Abraham to serve in that position.

Another key component of Board leadership is the role of the Board committees. The Board has divided oversight functions among six committees, which have on average four Board members, usually meet at least five times each year and cover an extensive agenda. These committees regularly report back to the full Board with specific findings and recommendations in their areas of oversight and liaise regularly with the Chairman of the Board. Descriptions of the responsibilities of each of the Board’s six standing committees begin on page 6.

The Board’s role in risk oversight recognizes the multifaceted nature of risk management. It is a control and compliance function, but it also involves strategic considerations in normal business decision making. It covers legal and regulatory matters, finance, security, safety, health and environmental concerns. The Board has created and empowered several Board committees in aspects of risk oversight. Four Board committees, the Audit Committee; the Corporate Governance, Nominating and Social Responsibility Committee; the Environmental, Health and Safety Committee; and the Finance and Risk Management Committee, all composed entirely of independent directors, are each integral to the control and compliance aspects of risk oversight by the

Board. Each of these committees meets regularly with management to review, as appropriate, compliance with existing policies and procedures and to discuss changes or improvements that may be required or desirable. Each of the committees with risk oversight responsibilities meets at least as often as the regularly scheduled Board meetings. This ensures that each committee has adequate time for in-depth review and discussion of all matters associated with each committee’s area of responsibility. After the committee meetings, each committee reports to the Board, sometimes without the Chief Executive Officer present, for discussion of issues and findings as well as the Board’s recommendations of appropriate changes or improvements.

Each of Ms. Foran, Ms. Walter, and Messrs. Abraham, Atkins, Batchelder, Djerejian, Feick, Gutierrez, Klesse and Poladian has been determined by the Board of Directors as meeting the independence standards set forth in Occidental’s Corporate Governance Policies (see www.oxy.com) and the New York Stock Exchange Listed Company Manual. In making its determination

of independence, the Board considered that, as disclosed in the Compensation of Directors table on page 47, Occidental matched the gifts made by certain of the directors to charitable organizations, and the transactions described in Related Party Transactions below. All committees of the Board are currently composed entirely of independent directors.

The Board of Directors held six regular meetings and ten special meetings during 2013, including seven executive sessions at which no members of management were present. Mr. Syriani, the Lead Independent Director, who resigned from the Board last May, presided over the executive sessions prior to May 2013 and Ambassador Djerejian, the Chairman presided thereafter. Each incumbent director attended at least 75 percent of the

meetings, held during his or her tenure, of the Board of Directors and the committees of which he or she was a member and was eligible to attend. All of the directors serving at the time, other than Dr. Irani, attended the 2013 Annual Meeting. Attendance at the Annual Meeting of Stockholders is expected of all directors as if it were a regular meeting of the Board.

Occidental values stockholder engagement and continues to have productive discussions with stockholders on a variety of topics. The company has established several policies designed to ensure that stockholders’ interests are represented, including the following:

Occidental has a long-standing commitment to motivate executives to achieve results that benefit the company and stockholders over the long-term. Following are highlights of compensation policies that the company has implemented over many years:

The safety and well-being of our workforce, neighbors and operations is a core value of Occidental’s culture. The company is also committed to protecting the environment through conservation and efficiency efforts and by minimizing the impact of our operations on land, habitat and the environment. Below are recent performance statistics in these areas and a history of our Board oversight and policies:

Occidental takes pride in making long-term positive impacts in the regions and communities where the company operates. Following are recent highlights and a history of our policies in this area:

Pursuant to Occidental’s written Conflict of Interest Policy, each director and executive officer has an obligation to avoid any activity, agreement, business investment or interest, or other situation that could be construed either as divergent to or in competition with Occidental’s interest or as an interference with such person’s primary duty to serve Occidental, unless prior written approval has been granted by the Audit Committee of the Board of Directors. Each director and executive officer is required to complete annually a questionnaire that requires disclosure of any transaction between Occidental and the director or executive officer or any of his or her affiliates or immediate family members. A summary of the Conflict of Interest Policy is included in Occidental’s Code of Business Conduct which can be found at www.oxy.com.

In 2013 and 2014, subsidiaries of Occidental engaged in transactions for the purchase and sale of oil, gas and natural gas liquids with Valero Energy Corporation (Valero), where Mr. Klesse, a director of the company, is the Chief Executive Officer and a Director and in which he holds less than 0.3% of the outstanding common stock as of February 1, 2014. As part of the ongoing business of both Occidental and Valero, the companies continue to regularly enter into these and similar types of transactions. The value of the transactions during 2013 and 2014, through February 28, 2014, were as follows (in millions): sales were approximately $2,854 and $621, respectively, and purchases were approximately $545 and $232, respectively.

Stockholders and other interested parties may communicate with any director by sending a letter or facsimile to such director’s attention in care of Occidental’s Corporate Secretary, Occidental Petroleum Corporation, 10889 Wilshire Boulevard, Los Angeles, California 90024; facsimile number 310-443-6977. The Corporate

Secretary opens, logs and forwards all such correspondence (other than advertisements or other solicitations) to directors unless a director has requested the Corporate Secretary to forward correspondence unopened.

For the reasons described in the section of this Proxy Statement called “Board of Directors and its Committees” beginning on page 8, all of the directors have requested that Mr. Djerejian remain as independent Chairman for one additional one-year term. He has agreed to do so. Mr. Djerejian turned 75 on March 6, 2014. The company agreed, as part of a 2011 settlement of a case entitled Ruby Resnik v. Spencer Abraham, et. al., that, prior to December 31, 2014, it would not change or waive, without the approval of the company’s stockholders, its policy that no person 75 or older be nominated to serve on the Board. Therefore, his re-election will require that he be re-elected by the stockholders as a director, and that the stockholders also waive the current age restriction

for him for one term. Stockholder approval is hereby requested for the limited waiver of the age policy.

A majority of shares of common stock represented at the Annual Meeting and entitled to vote at the Annual Meeting must vote FOR this proposal to approve it. Your broker may not vote your shares on this proposal unless you give voting instructions. Abstentions and broker nonvotes have the same effect as votes cast AGAINST the proposal.

The Board recommends that you vote FOR the one-year age restriction waiver for Mr. Djerejian. Your proxy will be so voted unless you specify otherwise.

Occidental is one of the largest oil and gas companies based in the U.S. measured by market capitalization of approximately $76 billion as of December 31, 2013. A list of key 2013 business performance highlights is below. Please see Occidental’s Annual Report on Form 10-K for the year ended December 31, 2013 (Form 10-K) for more information about these and other performance measures, the factors that affect Occidental’s results and risks associated with future performance.

While stockholders overwhelmingly approved the executive compensation program with more than 90% of voting stockholders voting in favor in 2011 and 2012, the program, which was virtually unchanged, received the support of approximately 63% of stockholders voting at the 2013 Annual Meeting of Stockholders. Prior to that meeting, the Board announced significant executive

compensation changes based on extensive stockholder feedback, as well as a commitment to further review and modify the program. Those changes, as described in more detail below, demonstrate the company’s commitment to responsiveness to stockholders’ views and to continually reviewing its practices with respect to executive compensation.

2013 Developments and Highlights

In 2013, based on a review of the executive compensation program and stockholder feedback, the company announced the following compensation changes, many of which have now been implemented:

Highlights of Compensation Policies Implemented Over Several Years:

After the 2013 Annual Meeting, the Compensation Committee changed the compensation program significantly, developing one program for the current Chief Executive Officer, Mr. Chazen, and another for the other named executive officers. As under the prior program, the majority of executive compensation is based

on the long-term performance of the company, as measured by publicly disclosed performance metrics, which is consistent with stockholder interests and the long-term nature of the company’s business. The program also features relatively low levels of non-performance-based compensation.

Key Features of 2013 Long-Term Incentive Awards for Named Executive Officers

Mr. Chazen’s Compensation. In April 2013, the Board announced that Mr. Chazen would continue to serve as the company’s President and Chief Executive Officer and that, in addition to his responsibilities for all of the company’s operations, he will assist the Board with its ongoing succession planning and work with the Board on corporate strategy, executive succession planning, executive compensation and talent development. In February 2014, the Board asked Mr. Chazen to remain as Chief Executive Officer beyond 2014. Mr. Chazen agreed to remain through the 2016 Annual Meeting. The Board’s primary goal in determining Mr. Chazen’s compensation package was to help ensure his retention by the company. The Board considered his accumulated company stock holdings of over 2 million shares and decided that those holdings plus an additional performance-based restricted stock award would serve the company’s interest in retaining Mr. Chazen and continue to align his and the company’s interests with stockholder interests. When setting the value of Mr. Chazen’s total compensation package, the Board decided to narrow the gap between the value of his compensation and the value of the average compensation of the other named executive officers with business unit responsibilities.

Therefore, the Board and Mr. Chazen agreed to modify his 2013 compensation as follows:

Compensation Program

The Compensation Committee measures executive performance by evaluating both long-term performance of the company and the consistent achievement of short-term financial goals. This approach links executive compensation to company performance and helps maximize value creation for stockholders.

The Compensation Committee developed a compensation program designed not only to be consistent with industry practice, but also to attract and retain outstanding executives, and to provide incentives to reward them for superior performance that supports Occidental’s long-term strategic objectives.

Peer Companies. In 2013, the Compensation Committee reviewed the peer company group used in 2012 to ensure continued comparability to Occidental. The considerations taken into account, as a whole, were:

Within the oil and gas industry, Occidental has a unique combination of revenue, market capitalization and proportion of production and reserves attributable to oil. Investors take this into account when making investment choices in the energy industry and Occidental competes for these investor dollars with companies of varying revenue and market capitalization levels, including companies with much larger levels. Occidental’s level of investment analyst coverage is comparable to many of the peer companies. Occidental competes for talent, projects and acquisitions worldwide against companies with both significantly larger and smaller levels of revenue and market capitalization and very different oil production profiles. This was taken into consideration in formulating an appropriate peer company group for executive compensation purposes.

The peer group does not include companies primarily in energy-related businesses such as (i) refining, (ii) midstream (transportation, storage and logistics) and marketing, or (iii) the sale and distribution of products because these companies have different investor bases, do not compete with Occidental for the same projects, and typically do not compete with Occidental for the same talent. Additionally, publicly traded limited partnerships are not included in the group because they have significantly different investor bases, corporate structures and compensation structures.

The Compensation Committee’s review of the 2012 peer group and the factors discussed above resulted in replacing Royal Dutch Shell plc with Marathon Oil Corporation, whose market capitalization, revenues, lines of business and geographical presence are more comparable to Occidental’s. In addition to Occidental, the peer companies (collectively, the peer group), effective beginning with 2013 long-term incentive awards, are:

The Compensation Committee designated this group of companies as the peer group for purposes of the TSR award granted in 2013.

The Compensation Committee also reviewed information regarding oil and gas industry and the peer group companies’ executive compensation practices, programs and data that was publicly disclosed or available. Additionally, the Compensation Committee reviewed and considered broad-based compensation surveys and related materials. The purpose of reviewing this information was to evaluate and understand how Occidental’s executive compensation program compares within the oil and gas industry, particularly with respect to types of awards, performance metrics for awards and reported levels of compensation. The information was not used to establish compensation benchmarks and the company does not benchmark executive compensation to a specific percentile within the peer group.

Salary and Other Annual Compensation. The Compensation Committee believes that overall executive compensation should include elements that reward executives for consistent performance of basic job requirements and achievement of certain short-term goals which, over time, contribute to long-term growth of stockholder value. Consistent with the Compensation Committee’s goal of emphasizing long-term compensation, salary and other annual compensation represent the smaller portion of the 2013 compensation packages of the named executive

officers. Short-term compensation includes base salary and other compensation, plus an Executive Incentive Compensation Plan (Annual Incentive) award. Certain other compensation and benefits that apply to senior executives are described under “Other Compensation and Benefits” beginning on page 30.

Executive Incentive Compensation Plan Award (Annual Incentive). The Annual Incentive is composed of a Non-Equity Incentive portion (60% of target value) and a Bonus portion (40% of target

value). The Compensation Committee sets target amounts for each senior executive, including the named executive officers, based on a review of commercially available compensation surveys and other publicly available information. In setting targets for each executive, the Compensation Committee considers each executive’s ability to influence Occidental’s performance during the one-year performance period.

Non-Equity Incentive Award (Performance-Based Portion). The Non-Equity Incentive (NEI) portion (60% of target value) is a performance-based cash award that is based on Occidental’s performance during the year as measured against EPS² targets established in the first quarter of the year. EPS was chosen as the financial target for all corporate executives, including the named executive officers, because it directly impacts stockholder value, is a readily determinable measure of annual performance and rewards the executives for current operating performance. In early 2013, the Compensation Committee set the 2013 EPS targets with $7.00 per share as the target, $6.26 per share as the threshold for any payout, and $7.75 per share resulting in the maximum payout of 200% of the target value. The payout percentage for EPS values from $6.25 to $7.75 is based on a linear interpolation of values from 0% to 200%. These targets were chosen based on consideration of management’s financial models, as well as a review of analysts’ estimates of Occidental’s earnings per share for 2013 and then-current estimates of global oil prices for 2013. The EPS for 2013 as certified by the Compensation Committee was $6.95⁴, which resulted in a payout percentage of 93% for all executives participating in this bonus program, including the named executive officers.

Bonus Award (Discretionary Portion). The Bonus portion (40% of target value) is a discretionary cash award designed to link incentive compensation directly to the performance of the particular executive. Payout is determined by the Compensation Committee’s subjective assessment of an executive’s handling of certain key performance areas within such executive’s area of responsibility, as well as the executive’s response to unanticipated challenges during the year. Key performance areas assessed by the Compensation Committee include:

Long-Term Compensation. This portion of compensation consists of performance-based awards that provide incentives for achieving results consistent with the goal of sustained growth in stockholder value. The Compensation Committee believes that long-term compensation should represent the largest portion of an executive’s total compensation package and that the levels of payouts should reflect the company’s performance levels. During the process of determining the values of each named executive officer’s compensation package, the Compensation Committee evaluated many factors, including the following:

This portion of the executive compensation program includes three types of awards for each named executive officer other than the Chief Executive Officer: (i) an incentive based on either return on capital employed (for executives with primarily corporate level responsibilities) or two return on asset awards (one for the oil & gas division as a whole and the other for the regional oil & gas division for which the executive is responsible); (ii) performance incentives based on TSR; and (iii) performance-based restricted stock incentives. For all named executive officers, other than Mr. Chazen, the Compensation Committee awarded long-term incentives in the following percentages: 40% to either one ROCE award or to two ROA awards, 30% to the TSR award and 30% to the RSI award.

Return on Capital Employed Incentive Award. This award is a new award implemented in 2013 to ensure a high level of executive focus on one of the company’s key objectives of ensuring efficient use of capital. This award is denominated in performance shares, each of which is equal to one share of common stock. Key terms of the award are set forth in the table on page 20. At the end of the performance period, dividend equivalents will be paid with respect to the performance share level achieved in an amount equal to the dividends declared per share of common stock during the performance period.

Return on Assets Incentive Awards. These new awards were implemented in 2013 to reward operating unit executives for performance within their direct areas of responsibility and influence. These awards are denominated in performance shares, each of which is equal to one share of common stock. Key terms of the awards are set forth in the table on page 20. At the end of the performance period, dividend equivalents will be paid with respect to the performance share level achieved in an amount equal to the dividends declared per share of common stock during the performance period.

Total Shareholder Return Incentive Award. The Compensation Committee believes that the comparison of Occidental’s TSR over a specified period of time to peer companies’ returns over that same period is an objective external measure of the company’s effectiveness in translating its results into stockholder returns. TSR is the change in price of a share of common stock plus reinvested dividends, over a specified period of time, and is an indicator of management’s achievement of long-term growth in stockholder value. TSR awards use both comparative peer company (see page 18 for a discussion of the peer group) and S&P 500 Index TSRs to determine payout amounts and are not based on internal performance metrics. The TSR award also takes into account whether the company’s TSR is negative or positive. The TSR awards are designed to:

The TSR awards are denominated in performance share units, each of which is equivalent to one share of common stock. The percentage of such number of performance share units that will be payable at the end of the three-year performance period, which runs from July 1, 2013 through June 30, 2016, will depend on Occidental’s TSR performance as described in the table on page 20.

Cumulative dividend equivalents will be paid at the end of the three-year performance period and will be paid only on performance share units earned. Additional terms are summarized in the Summary of Long-Term Incentive Compensation chart on page 20.

Restricted Stock Incentive Award. Consistent with the executive compensation programs of a majority of the peer group companies, the Compensation Committee selected Restricted Stock Incentive awards (RSI award) as a component of executive long-term incentive compensation. The RSI award is a grant of shares of the company’s common stock and key terms of the award are set forth in the table on page 20. The Compensation Committee increased the performance goal from the 2012 level of $10 billion in cumulative net income to $12 billion in cumulative net income in order to make the achievement of the goal more challenging. Dividends will be paid on the shares from the grant date. Dividends received by Mr. Chazen are required to be reinvested in Occidental common stock.

Mr. Chazen is the President and Chief Executive Officer of Occidental. He is responsible for all operations, financial management of the company, and in coordination with the Board of Directors, for creating and implementing the company’s strategy.

In setting the total compensation values for Mr. Chazen, the Compensation Committee considered:

Over the last three years, the grant date fair value of the compensation program elements approved for Mr. Chazen has been reduced by more than 50% and the maximum value at the grant date has been reduced by almost 80%. With his increased focus on succession planning and assisting the Board of Directors in those efforts, as well as his accumulation of over two million shares of company common stock, the Compensation Committee did not grant him a TSR award and granted him only an RSI award at the same grant date fair value level as in 2012 and 2011.

The table immediately above compares the elements of Mr. Chazen’s compensation approved in the last three years. All performance-based awards, other than the Non-Equity Incentive, will be paid at the end of the performance period only if performance criteria are met over three to seven years.

Performance-based awards are shown at the grant date fair values as shown in the Summary Compensation Table on page 33. Salary and Other includes the amounts shown in the “Salary”, “Change in Pension Value and Nonqualified Deferred Compensation Earnings” and “All Other Compensation” columns of the Summary Compensation Table on page 33. Grant Date Fair Value “Total” column values assume payout of bonus at target and the performance-based compensation at the grant date fair values.

In the weeks prior to the 2013 Annual Meeting of Stockholders, several directors and senior executives discussed succession planning with stockholders and stockholder advisory groups. As a result of these discussions, in April, the Board announced that Mr. Chazen would remain as Chief Executive Officer. Since then, Mr. Chazen has been working closely with Mr. Djerejian, the Chairman of the Board, and the rest of the Board on a strategic review of the company. The Board believes it is in the company’s best interests for Mr. Chazen to complete the review and implement any new strategic direction that results from the review. The Board has asked Mr. Chazen, who has agreed, to remain as Chief Executive Officer through the 2016 Annual Meeting to accomplish this. See “Corporate Governance”, beginning on page 8, for a more detailed discussion of these developments. The Board also announced in April that it would create a Management Succession and Talent Development Committee (Succession Committee) as part of its ongoing commitment to executive succession planning and development. The Succession Committee was formed in May and will maintain an active Chief Executive Officer succession plan, including

time-based replacement scenarios for emergency situations and short-term and long-term horizons and will lead Chief Executive Officer searches on behalf of the Board.

Additionally, the Succession Committee will:

Occidental maintains an active succession plan for its key executive officers and other senior level positions. The succession plan helps ensure the company is not disrupted by changes in key leadership roles and also provides developmental opportunities for highly capable employees who are able to move into roles of increasing responsibility.

The Compensation Committee sets compensation for Occidental’s senior executives. In 2013, Mr. Chazen’s compensation package was set only by the Compensation Committee. Mr. Chazen recommended compensation for Messrs. Lowe, Chiang and de Brier, and Ms. Walker to the Compensation Committee. Mr. Chazen, Dr. Irani and the Executive Vice President - Human Resources were present for a portion of each of the Compensation Committee

meetings, but were not present when compensation decisions regarding Mr. Chazen or Dr. Irani were discussed and made. Management interacts with compensation consultants as necessary and prepares materials for each Compensation Committee meeting to assist the committee in its consideration of executive compensation programs and policies and its administration of plans and programs.

Occidental maintains an ongoing dialogue with its stockholders and certain stockholder advisory groups. The Chairman of the Compensation Committee, and directors serving on the Corporate Governance, Nominating and Social Responsibility Committee, including the Chair of that committee, participated in meetings with some of Occidental’s institutional investors and stockholder advisory groups in 2013. Meetings were conducted in person and by conference calls. Topics discussed at the meetings included succession planning, selection of performance targets and peer companies, and other compensation practices. Feedback obtained at the meetings was provided to the Compensation Committee and the full Board. Comments from investor meetings have been taken into consideration in Occidental’s ongoing efforts to improve its compensation program and the quality of its compensation disclosures.

The following changes to the executive compensation program were made based on specific suggestions or concerns raised directly by stockholders and/or stockholder advisory groups:

In 2013, Occidental participated in compensation surveys conducted by independent compensation consultants in order to better understand general external compensation practices, including executive compensation. From time to time, Occidental, through its executive compensation department or the Compensation Committee, engages a consultant to provide advice on specific compensation issues. The Board’s policy on retention of independent compensation consultants, adopted in 2009, is set forth in Occidental’s corporate governance policies at

www.oxy.com. In 2013, the Compensation Committee engaged Pay Governance LLC as compensation consultants to advise and recommend on the design of long-term incentives for executives and on the design of director compensation programs. The Compensation Committee reviewed the independence of Pay Governance LLC under the Securities and Exchange Commission and New York Stock Exchange Listed Company Manual Standards and found it to be independent and without conflicts of interest.

Although the executive compensation program has a high percentage of pay that is performance-based, the Compensation Committee believes the program does not encourage unnecessary or excessive risk-taking. The Compensation Committee believes that the program, through a balanced set of performance metrics, enhances Occidental’s business performance by encouraging appropriate levels of risk-taking by executives. The Compensation Committee believes that any potential risk of the executive compensation program influencing behavior that could be inconsistent with the overall interests of Occidental and its stockholders is mitigated by several factors:

In July 2009, the Compensation Committee granted TSR awards to the then-named executive officers. The TSR awards granted in 2009 were performance-based awards based on Occidental’s TSR compared to the TSR of other peer companies⁹ over a four-year period, July 15, 2009, through July 14, 2013, and were payable from 0 to 200% depending on Occidental’s performance. The TSR awards were certified for payment in July 2013 by the Compensation Committee. Occidental ranked in the middle third of the peer group with a TSR of 57%, and, as a result, the payout was at 81% of the target share units for each of the participating named executive officers. The amounts earned were: Mr. Chazen - $10,881,855; Mr. Lowe - $1,360,322; Mr. de Brier - $2,176,497; and Dr. Irani - $24,483,994. The amounts were paid 60% in shares of common stock and 40% in cash. The payout amounts are included in the Options Exercised and Stock Vested table on page 39.

In October 2010, the Compensation Committee granted TSR awards to the then-named executive officers. The TSR awards granted in 2010 were performance-based awards based on Occidental’s TSR compared to the TSR of other peer companies¹⁰ over a three-year period, October 13, 2010, through October 12, 2013, and were payable from 0 to 100% depending on Occidental’s performance. The TSR awards were certified for payment in October 2013 by the Compensation Committee. Occidental ranked eighth in the peer group with a TSR of 25%, and, as a result, the payout was at 20% of the performance share units for all of the participating named executive officers. The amounts earned were: Mr. Chazen - $3,625,278; Mr. Lowe - $1,268,871; Mr. de Brier - $1,450,111; and Dr. Irani - $4,531,573. The amounts were paid 50% in shares of common stock and 50% in cash. The payout amounts are included in the Options Exercised and Stock Vested table on page 39.

In October 2010, the Compensation Committee granted RSI awards to the then-named executive officers. The RSI awards granted  in 2010 were performance-based awards based on Occidental’s cumulative reported net income amount during the period October 1, 2010, and ending no later than September 30, 2017. The shares were designed to become non-forfeitable on the later of October 12, 2013, provided the executive remained employed through that date, and the date the Compensation Committee certified the achievement of the performance goal. In

October 2013, the Compensation Committee certified that the performance goal had been met with a cumulative net income of $16.8 billion during the performance period, which exceeded the threshold of $10 billion, resulting in a payout of 100% of the shares granted. The amounts earned were: Mr. Chazen - $4,531,573; Mr. Lowe - $1,586,089; Mr. de Brier - $1,812,687; and Dr. Irani - $5,664,467. The payout amounts are included in the Options Exercised and Stock Vested table on page 39.

All salaried employees on the U.S. dollar payroll, including the named executive officers, are eligible to participate in one or more tax-qualified, defined contribution plans. The defined contribution retirement plan provides for periodic contributions by Occidental based on annual cash compensation and age, up to certain levels pursuant to Internal Revenue Service (IRS) regulations. For 2013, the defined contribution 401(k) savings plan permitted employees to save a percentage of their annual salary up to the $255,000 limit set by IRS regulations, and the employee pre-tax contribution was limited to $17,500. Employees may direct their contributions to a variety of investments. Occidental generally

matches employee contributions with Occidental common stock on a dollar-for-dollar basis, in an amount up to 6% of the employee’s base salary. The amounts contributed to the qualified plans on behalf of the named executive officers are detailed under “All Other Compensation” in the Summary Compensation Table on page 33. As of December 31, 2013, the aggregate balances under the qualified plans were: Mr. Chazen - $2,155,785; Mr. Lowe - $2,810,044; Mr. Chiang - $79,034; Ms. Walker - $7,808; Mr. de Brier - $3,788,225; and Dr. Irani - $5,090,480. The named executive officers, other than Ms. Walker and Mr. Chiang, are fully vested in their account balances under the qualified plans.

Occidental’s nonqualified retirement plan is described on page 40. The amounts contributed to the nonqualified retirement plan on behalf of the named executive officers are detailed under “All Other Compensation” in the Summary Compensation Table

on page 33. Company contributions, aggregate earnings and aggregate balances for the named executive officers in the nonqualified retirement plan are included in the Nonqualified Deferred Compensation table on page 40.

Occidental’s nonqualified deferred compensation plan is described on page 40. The amounts of salary and bonuses deferred by the named executive officers are included as compensation in the “Salary,” “Bonus” and “Non-Equity Incentive Compensation” columns of the Summary Compensation Table on page 33, as appropriate, in the year of deferral. The above-market portion of the accrued interest on deferred amounts is reported in the “Change in

Pension Value and Nonqualified Deferred Compensation Earnings” column of the Summary Compensation Table. Contributions, aggregate earnings and aggregate balances for the named executive officers for the nonqualified deferred compensation plans are shown in the Nonqualified Deferred Compensation table on page 40.

Employment agreements, offer letters or retention and severance arrangements may be offered to key executives for recruitment and retention purposes and to ensure the continuity and stability of management. The employment agreements for Mr. Chazen and Mr. de Brier, the only named executive officers with employment

agreements, the offer letters for Ms. Walker and Mr. Chiang, the retention payment and separation benefit arrangements for Mr. Lowe, and Dr. Irani’s Settlement Agreement are discussed under “Potential Payments Upon Termination or Change of Control” beginning on page 41.

A select group of executives, including each of the named executive officers, is eligible to receive reimbursement for financial planning and investment advice, including legal advice related to tax and financial matters, and in Dr. Irani’s case, investment

services. Eligible executives are required to have their personal tax returns prepared by a tax professional qualified to practice before the Internal Revenue Service in order to ensure compliance with applicable tax laws.

Executives and directors may use corporate aircraft for personal travel, if space is available. The named executive officers and directors reimburse Occidental for personal use of company

aircraft, including any guests accompanying them, at not less than the standard industry fare level rate (which is determined in accordance with IRS regulations).

Occidental offers a variety of health coverage options to all employees. Senior executives participate in these plans on the same terms as other employees. In addition, for all employees above a certain job level, Occidental will pay for an annual physical examination. The company provides all salaried employees with

life insurance equal to twice the employee’s base salary. For certain senior employees, Occidental increases that to three times base salary. Occidental also provides senior executives with excess liability insurance coverage.

Occidental has had minimum stock ownership guidelines for Occidental’s senior management since 1996. For more information on Occidental’s stock ownership guidelines, see www.oxy.com. The target ownership level for the Chief Executive Officer is ten times annual base salary and for the other named executive officers is five times annual base salary. As of February 28, 2014, each of the currently employed named

executive officers held stock in excess of the guidelines, holding from 10 to 151 times annual base salary (see “Beneficial Ownership of Directors and Officers” on page 48). Additionally, named executive officers are required to retain a number of shares equal to 50% of the net after-tax shares received pursuant to equity awards granted after 2008 for at least three years after the vesting date.

The Compensation Committee generally grants equity awards at its regularly scheduled July meeting, normally held the day before the regularly scheduled Board meeting. Board meeting dates are set in the prior year. Mr. Chazen’s grant was made at the regularly scheduled July meeting of the Compensation Committee. However, due to the Board’s review of and modifications to the executive compensation program, in 2013, the grants for the named executive officers other than Mr. Chazen were made at the end of July, several weeks after the regularly scheduled Board meeting. The grant date value of Occidental stock is based on the closing price on the New York Stock Exchange on the day the Compensation Committee grants equity awards. As specifically authorized by the terms of the 2005 Long-Term Incentive Plan, the Compensation Committee has delegated to the Chief Executive Officer, as a Director, the authority to grant awards in the event a new employee is hired between Compensation Committee meeting dates, and an equity award has been deemed to be an important element in persuading the employee to join Occidental. In such cases, the award is

generally made on the date the employee starts employment. Any such award granted to an executive officer is subsequently reported to the Compensation Committee.

The Compensation Committee does not anticipate granting any additional options or stock appreciation rights to Occidental’s named executive officers at this time. To the extent that any such awards are granted in the future, such grants would vest on a pro rata basis in the event of the grantee’s death; and, if such awards are performance-based, payout of any vested portion would continue to be subject to satisfaction of the performance objective. Beginning in 2010, equity grants vest on a limited basis in the event of a change of control, as described in “Summary of Award Terms” on page 36.

The 2005 Long-Term Incentive Plan provides that no individual may be granted awards under that Plan in excess of the specified Plan limits. For purposes of applying the share limit, the target incentive value of awards, regardless of whether equity or cash awards, may be converted to a share unit equivalent.

In 1997, Occidental’s Board of Directors adopted a Code of Business Conduct that prohibits any officer, employee or director from violating or circumventing any law of the United States or a foreign country during the course of his or her employment. The Audit Committee of the Board of Directors oversees compliance with the Code of Business Conduct and has put in place procedures, including a compliance hotline, to ensure that all violations or suspected violations of the Code of Business Conduct are reported promptly, without fear of retaliation. In general, misconduct may have several consequences, including the following:

Section 162(m) of the U.S. Internal Revenue Code of 1986, as amended, places a limit of $1 million on the amount of non-performance-based compensation that Occidental may deduct in any one year with respect to certain of its highest-paid executive officers. Certain qualified performance-based compensation is not subject to the deduction limit. The ROCE awards, both forms of the ROA awards, TSR awards and RSI awards, but not the Annual

Incentive awards, granted in 2013 to executive officers subject to Section 162(m) are expected to be tax deductible. Although tax consequences are considered in its compensation decisions, the Compensation Committee has not adopted a policy that all compensation must be deductible. Rather, the Compensation Committee gives priority to the overall compensation objectives discussed above.

Set forth below are tables and information showing for Mr. Chazen, Occidental’s principal executive officer; Ms. Walker, Occidental’s principal financial officer; the three other most highly compensated named executive officers who were serving as executive officers on December 31, 2013; and Dr. Irani, who ceased serving as an executive officer in May 2013, and is included because he would have been among the three most highly compensated executive officers had he been an executive officer on December 31, 2013: (1) in summary form, the compensation attributed to such executives for 2013, 2012 and 2011, as applicable; (2) the equity and non-equity incentive awards granted to such executives in 2013; (3) the outstanding

equity awards held by such executives as of December 31, 2013; (4) the options exercised by such executives and their stock awards vested during 2013; (5) the required information related to the nonqualified deferred compensation plans for such executives; and (6) the required information related to potential payments upon termination or change of control for such executives. The compensation tables should be read in conjunction with the Compensation Discussion and Analysis (see page 14), which explains Occidental’s compensation plans and philosophy and provides information about the compensation decisions made with respect to the named executive officers in 2013.

The table below summarizes the plan-based awards granted by the Compensation Committee to the named executive officers in 2013: Executive Incentive Compensation Plan (Non-Equity Incentive Portion) – EICP, Total Shareholder Return Incentive Awards – TSR, Restricted Stock Incentive Awards – RSI, Return on Capital Employed Awards – ROCE, Return on Assets Awards–Total – ROA-T, and Return on Assets Awards–MENA – ROA-M. Summary tables of key terms of the award agreements are on pages 20 and 36. For additional information on the performance objectives and determination of threshold, target and maximum payouts for these

awards, see Compensation Discussion and Analysis beginning on page 14. For the actual amounts earned under the EICP awards, see the Summary Compensation Table on page 33.

The equity incentive awards listed below are the only stock awards granted to the named executive officers in 2013. No option awards or non-performance-based stock awards were granted in 2013. Option awards have not been granted since 2006.