Delaware
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1-9210
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95-4035997
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(State or other jurisdiction
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(Commission
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(I.R.S. Employer
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of incorporation)
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File Number)
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Identification No.)
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10889 Wilshire Boulevard
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Los Angeles, California
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90024
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(Address of principal executive offices)
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(ZIP code)
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Going forward, it will be the policy of the Board to have an independent director serve as Chairman;
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The chairs of each Board committee and the independent Chairman will be rotated at least every five years;
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The Board will add at least two new independent directors; emphasis will be placed on industry knowledge;
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Going forward, it will be the policy of the Board that former CEOs of the Company will not be eligible to serve on the Board;
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The mandatory retirement age for the CEO will be fixed at 68 years of age;
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The Board will create a Committee on Management Succession and Talent Development; the Board is committed to CEO and executive succession and development;
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The independent directors will continue to hold at least one executive session without management present during each Board meeting;
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The annual common stock grant to non-employee directors will immediately be reduced by at least 20%, and the director compensation program will be reviewed and revised this year to bring director compensation levels in line with peers;
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The discretionary portion of the CEO bonus will be reduced to no more than 20% from 40%, and in evaluating the CEO’s performance, emphasis will be placed on the Company’s financial performance as well as succession planning, talent development and maintaining and improving the Company’s achievements on health, safety and environmental matters;
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The Total Shareholder Return (“TSR”) Award under the Company’s Long Term Incentive Program will be limited to 50% of the maximum target if TSR is negative over the performance period;
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Future recruitment incentives/bonuses for senior executive officers designed to provide recruits with benefits similar to what they would forgo in order to accept a position with the Company will be paid primarily in equity with retention periods; and
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The design of the entire Long Term Incentive Program will be reviewed and modified to fully align pay and performance, to align the Program with those of top-performing Company peers and to reflect best practices. In this regard, Mr. Chazen proposed that he will not be eligible for any bonus or current earnings-based compensation during his remaining tenure as CEO. He also proposed that he will not receive any grants under the existing TSR-based program. This will allow the Board an opportunity to thoughtfully formulate a new compensation plan for the CEO position.
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99.1
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Press release dated April 29, 2013.
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OCCIDENTAL PETROLEUM CORPORATION
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(Registrant)
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DATE: April 29, 2013
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/s/ ROY PINECI
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Roy Pineci, Vice President, Controller
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and Principal Accounting Officer
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Exhibit
Number
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Description
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99.1
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Press release dated April 29, 2013.
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