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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Occidental Petroleum Corporation | NYSE:OXY | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.16 | 0.25% | 64.61 | 65.38 | 64.12 | 64.77 | 5,504,574 | 00:54:39 |
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
(Address of Principal Executive Offices)
|
77046
(Zip Code)
|
☐
|
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))
|
Title of Each Class
|
Trading Symbol(s)
|
Name of Each Exchange on Which Registered
|
Common Stock, $0.20 par value
|
OXY
|
New York Stock Exchange
|
|
● |
Uniform Advance Notice Period for Stockholder Proposals at Annual Meetings: Article II, Section 2 and Article III, Section 2 of the By-laws were amended to implement a uniform advance notice period for all business to be brought
before an annual meeting by stockholders. As amended, the notice stockholder proponents must provide for all business to be brought before an annual meeting must be delivered to or mailed to and received by the Company not less than 90
days nor more than 120 days prior to the anniversary of the immediately preceding annual meeting, or, if the annual meeting is called for a date not within 30 days of such anniversary, within 10 days of the day on which the date of the
annual meeting is announced. The By-laws previously provided that a stockholder’s notice with respect to director elections must be delivered to or mailed to and received by the Company between September 1 and November 30 of the year
preceding the annual meeting and that a stockholder’s notice related to business other than the election of directors must be delivered to or mailed to and received by the Company not less than 70 days nor more than 90 days prior to the
anniversary of the immediately preceding annual meeting.
|
|
● |
Facilitation of Stockholder Ability to Request a Special Meeting: Article II, Section 3
of the By-laws was amended to:
|
|
o |
Subject to the approval of a corresponding amendment to the Charter by stockholders at the 2020 Annual Meeting, reduce the minimum threshold required to call a special meeting
from 25% to 15% of the Company’s outstanding shares of common stock.
|
|
o |
Facilitate the participation of beneficial owners in a general solicitation by an initiating stockholder or group of stockholders to reach such minimum threshold by:
|
|
■ |
permitting an initiating stockholder or group of stockholders to request that the Board fix a record date to determine stockholders eligible to support the calling of a special
meeting (while retaining the ability of an initiating stockholder or group of stockholders to reach the minimum threshold without requesting such a record date so long as it does not engage in a general solicitation to do so); and
|
|
■ |
limiting the information required to be provided to the Company in connection with a request to call a special meeting to the initiating stockholder or group of stockholders
(rather than all stockholders joining in such request, as previously provided in the By-laws).
|
|
o |
Align the information required to be provided by a stockholder nominating a director for election at a special meeting to be consistent with the information required to be
provided by a stockholder nominating a director for election at an annual meeting.
|
|
● |
Permit Stockholders to Fix the Size of the Board: Article III, Section 1 of the By-laws was amended to provide that stockholders, in addition to the Board, are entitled to fix the size of the Board from time to time by a
resolution duly adopted at a stockholder meeting or by written consent.
|
|
● |
Permit Stockholders to Remove and Replace Directors and Fill Vacancies: Article III,
Section 2 of the By-laws was amended to provide that, in addition to the Board, stockholders may remove and replace directors and fill newly created directorships resulting from an increase in the number of directors or any other vacancy
on the Board by a resolution duly adopted at a stockholder-requested special meeting or by written consent.
|
|
● |
Other Amendments: Other clarifying and conforming amendments were also made to the
By-laws.
|
(d) |
Exhibits.
|
Exhibit No.
|
Description
|
|
|
Amended and Restated By-laws of Occidental Petroleum Corporation as of March 25, 2020
|
|
Director Appointment and Nomination Agreement dated March 25, 2020 by and among the Icahn Group, Occidental and, solely with respect to the provisions applicable to
the New Independent Director, Margarita Paláu-Hernández
|
||
Press Release dated March 25, 2020
|
||
104
|
Cover Page Interactive Data File (embedded within the Inline XBRL document).
|
OCCIDENTAL PETROLEUM CORPORATION
|
||
By:
|
/s/ Nicole E. Clark
|
|
Nicole E. Clark
|
||
Date: March 25, 2020
|
Vice President, Deputy General Counsel and Corporate Secretary
|
1 Year Occidental Petroleum Chart |
1 Month Occidental Petroleum Chart |
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