form8k-20100505.htm
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) May 5, 2010

OCCIDENTAL PETROLEUM CORPORATION
(Exact name of registrant as specified in its charter)

Delaware
1-9210
95-4035997
(State or other jurisdiction
(Commission
(I.R.S. Employer
of incorporation)
File Number)
Identification No.)

10889 Wilshire Boulevard
   
Los Angeles, California
 
90024
(Address of principal executive offices)
 
(ZIP code)

Registrant’s telephone number, including area code:
(310) 208-8800

 
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions (see General Instruction A.2. below):

[   ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[   ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[   ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[   ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 
 
 
Section 5 – Corporate Governance and Management

Item 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(e) Compensatory Arrangements of Certain Officers.
 
On May 5, 2010, the Executive Compensation and Human Resources Committee of the Board of Directors of Occidental Petroleum Corporation (“Occidental” or the “Company”) decided to change the Return on Equity Incentive (“ROEI”) awards issued in 2007 to Dr. Ray R. Irani and Stephen I. Chazen to provide for the amounts payable upon certification of the level of achievement of the Performance Goal to be settled 50% in cash and 50% in shares of Occidental Common Stock instead of 100% in cash and to require that any net after-tax shares received pursuant to such ROEIs be retained for at least three years.  The performance period for the subject awards will continue to end June 30, 2010 as provided in the original award agreement.
 
Item 5.07.  Submission of Matters to a Vote of Security Holders

Occidental’s 2010 Annual Meeting of Stockholders (the “Annual Meeting”) was held on May 7, 2010. The following actions were taken at the Annual Meeting, for which proxies were solicited pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended:

1.
The thirteen nominees proposed by the Board of Directors were elected as directors by the following votes:

 
Nominee
 
For
 
Against
 
Abstain
 
Broker Non-Votes
 
Spencer Abraham
 
392,646,718
   
252,271,360
   
1,202,907
   
46,330,980
 
 
John S. Chalsty
 
391,672,328
   
253,068,385
   
1,380,271
   
46,330,981
 
 
Stephen I. Chazen
 
601,152,077
   
44,037,400
   
922,577
   
46,339,911
 
 
Edward P. Djerejian
 
499,032,461
   
146,209,925
   
878,899
   
46,330,680
 
 
John E. Feick
 
495,481,460
   
149,698,455
   
941,070
   
46,330,980
 
 
Carlos M. Gutierrez
 
499,762,631
   
145,439,296
   
919,084
   
46,330,954
 
 
Ray R. Irani
 
492,187,307
   
152,925,660
   
1,007,611
   
46,331,387
 
 
Irvin W. Maloney
 
498,022,181
   
147,022,971
   
1,075,426
   
46,331,387
 
 
Avedick B. Poladian
 
394,013,175
   
250,852,085
   
1,255,724
   
46,330,981
 
 
Rodolfo Segovia
 
389,519,450
   
253,511,655
   
3,089,880
   
46,330,980
 
 
Aziz D. Syriani
 
498,743,259
   
146,461,420
   
916,307
   
46,330,979
 
 
Rosemary Tomich
 
391,561,139
   
253,370,469
   
1,189,378
   
46,330,979
 
 
Walter L. Weisman
 
497,631,752
   
147,577,645
   
910,809
   
46,331,759
 

2.
The ratification of the selection of KPMG as independent auditors was approved. The proposal received 680,118,381 votes for; 11,456,623 votes against; and 876,961 abstentions.
3.
The re-approval of material terms of performance goals for Section 162(m) awards under the 2005 Long-Term Incentive Plan pursuant to tax deduction rules was approved. The proposal received 635,455,245 votes for; 54,072,497 votes against; and 2,942,223 abstentions.
4.
Advisory vote approving executive compensation philosophy, objectives and policies was not approved. The proposal received 321,676,254 votes for; 365,053,432 votes against; and 5,722,279 abstentions.
5.
The stockholder proposal to eliminate compensation over $500,000 per year was not presented by the proponent and, so, was not voted upon.
6.
The stockholder proposal regarding a policy to separate the roles of Chairman and Chief Executive Officer was withdrawn by the proponents.
 
 
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7.
The stockholder proposal regarding the percentage of stockholder ownership required to call a special meeting of stockholders was not approved.  The proposal received 269,759,130 votes for; 374,276,597 votes against; 2,053,459 abstentions; and 46,362,779 broker non-votes.
8.
The stockholder proposal regarding a report on the assessment of host country laws was not approved. The proposal received 33,682,650 votes for; 472,012,579 votes against; 140,393,603 abstentions; and 46,363,133 broker non-votes.
9.
The stockholder proposal regarding director election by majority stockholder vote was not presented by the proponent and, so, was not voted upon.
10.
The stockholder proposal regarding a report on increasing inherent security of chemical facilities was not approved.  The proposal received 30,052,396 votes for; 476,614,490 votes against; 139,450,347  abstentions; and 46,334,732 broker non-votes.
11.
The stockholder proposal regarding a policy on accelerated vesting in the event of a change in control was withdrawn by the proponent.
 
 
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SIGNATURE


Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


 
OCCIDENTAL PETROLEUM CORPORATION
 
 
(Registrant)
 
     
     
DATE:  May 11, 2010
/s/ ROY PINECI
 
 
Roy Pineci, Vice President, Controller
 
 
and Principal Accounting Officer
 
     
     
     
     
     
     
 
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