false000079746800007974682023-01-172023-01-170000797468us-gaap:CommonStockMember2023-01-172023-01-170000797468oxy:WarrantsToPurchaseCommonStock020ParValueMember2023-01-172023-01-17
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): January 17, 2023
OCCIDENTAL PETROLEUM CORPORATION
(Exact Name of Registrant as Specified in Charter)
Delaware
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1-09210
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95-4035997
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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5 Greenway Plaza, Suite 110
Houston, Texas
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77046
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(Address of Principal Executive Offices)
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(Zip Code)
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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:
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Name of Each Exchange on Which
Registered
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Common Stock, $0.20 par value
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OXY
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New York Stock Exchange
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Warrants to Purchase Common Stock, $0.20 par value
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OXY WS
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New York Stock Exchange
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the
Securities Exchange Act of 1934 (17 CFR 240.12b-2).
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
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On January 17, 2023, the Board of Directors (the “Board”) of Occidental Petroleum Corporation (“Occidental”) increased the size of the Board from eight to
nine directors in order to elect Claire O’Neill, the former Managing Director for Climate and Energy of the World Business Council for Sustainable Development (WBCSD) and a former member of UK Parliament, to the Board effective as of January 17, 2023.
The Board appointed Ms. O’Neill to serve as a member of the Corporate Governance and Nominating Committee and the Sustainability and Shareholder Engagement Committee.
Ms. O’Neill, age 58, served as the Managing Director for Climate and Energy at the WBCSD from August 2020 until December 2021. Prior to that, Ms. O’Neill
served as COP26 President-Designate from July 2019 until February 2020. Before leading the UK’s successful bid to host COP 26, Ms. O’Neill served as a UK Member of Parliament for Devizes from 2010 until 2019, where she was a Government Whip and
Minister for Rail before being appointed as Minister of State for Energy and Clean Growth. Ms. O’Neill currently serves as Co-Chair of the Global Imperatives Advisory Board for the WBCSD, an Executive Board Director and Chair of the International
Advisory Council for Climate Impact X and a co-founder and co-chair of the Responsible Energy Forum, among other senior advisory roles regarding climate and sustainability matters. Ms. O’Neill has a Bachelor of Arts in Geography from Brasenose College
at Oxford University and a Master of Business Administration from Harvard Business School.
There are no arrangements or understandings between Ms. O’Neill and any other persons pursuant to which she was selected as a director. Pursuant to
Occidental’s compensation program for non-employee directors, Ms. O’Neill will be entitled to receive (i) a pro rata portion of the 2022-2023 common stock equity award granted to non-employee directors and (ii) a pro rata portion of the 2022-2023
retainer paid to non-employee directors.
Item 7.01 |
Regulation FD Disclosure.
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On January 20, 2023, Occidental issued a press release with respect to Ms.
O’Neill’s election to the Board. The press release, furnished as Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any
filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 |
Financial Statements and Exhibits.
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(d) Exhibits.
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Exhibit
No.
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Description
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Press Release dated January 20, 2023.
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document).
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: January 20, 2023
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OCCIDENTAL PETROLEUM CORPORATION
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By:
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/s/ Nicole E. Clark
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Name:
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Nicole E. Clark |
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Title:
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Vice President, Deputy General Counsel and Corporate Secretary |
Exhibit 99.1
Claire O'Neill Elected to Occidental Board of Directors
HOUSTON — January 20, 2023 — Occidental (NYSE:OXY) announced today that Claire O'Neill, former Member of Parliament and Minister for Energy and Clean Growth in the UK
Government, and a former Managing Director, Climate and Energy of the World Business Council for Sustainable Development (WBCSD), has been elected to its Board of Directors, effective as of January 17, 2023.
Ms. O'Neill’s appointment increases the size of the Board from eight to nine directors. She will serve on the Board’s Corporate Governance and Nominating Committee and
Sustainability and Shareholder Engagement Committee.
"Throughout her career, Claire has developed an approach that recognizes the role of oil and gas in the energy transition and focuses on reducing and removing emissions," said Jack Moore, Independent Chairman of the Board. "She is respected by both energy and climate advocates and has demonstrated leadership that will enhance our low carbon initiatives and pathway to
net zero while ensuring the long-term sustainability of our business, delivering value to Occidental’s shareholders."
Regarding her appointment to the Board, Ms. O'Neill stated, "I'm honored to serve on Occidental's Board. Oxy is making strategic investments in innovative low carbon
initiatives, including direct air capture and carbon storage, which can transform its business and help achieve global climate objectives.”
Ms. O'Neill has more than 16 years of experience in consulting, finance, and clean growth strategy. She currently serves as Co-Chair of the Global Imperatives Advisory
Board for the WBCSD, an Executive Board Director and Chair of the International Advisory Council for Climate Impact X, and a co-founder and co-chair of the Responsible Energy Forum, among other senior advisory roles regarding climate and
sustainability matters. She served as COP26 President-Designate from 2019 until 2020, leading the UK's successful bid to host the global climate summit in Glasgow. She has a Bachelor of Arts in Geography from Brasenose College at Oxford University
and a Master of Business Administration from Harvard Business School.
About Occidental
Occidental is an international
energy company with assets primarily in the United States, the Middle East and North Africa. We are one of the largest oil producers in the U.S., including a leading producer in the Permian and DJ basins, and offshore Gulf of Mexico. Our midstream
and marketing segment provides flow assurance and maximizes the value of our oil and gas. Our chemical subsidiary OxyChem manufactures the building blocks for life-enhancing products. Our Oxy Low Carbon Ventures subsidiary is advancing leading-edge
technologies and business solutions that economically grow our business while reducing emissions. We are committed to using our global leadership in carbon management to advance a lower-carbon world. Visit oxy.com for more information.
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Contacts
Media
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Investors
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Eric Moses
713-497-2017
eric_moses@oxy.com
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Neil Backhouse
713-552-8811
investors@oxy.com
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