OCCIDENTAL PETROLEUM CORP /DE/
For the period ended Dec 31, 2024. Filed Mar 20, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Dec 31, 2024 · Filed Mar 20, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
| ☑ | Filed by the Registrant | ☐ | Filed by a party other than the Registrant |
|---|
| CHECK THE APPROPRIATE BOX: | |
|---|---|
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☑ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under §240.14a-12 |
Occidental Petroleum Corporation
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
| PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY): | |
|---|---|
| ☑ | No fee required |
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
2025 Proxy Statement
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Message from the Board of Directors
Dear Shareholders,
We cordially invite you to attend Occidental’s 2025 Annual Meeting of Shareholders (2025 Annual Meeting). The meeting
will be held via live webcast on Friday, May 2, 2025 at 9:00 a.m. Central Time. A meeting agenda and details follow, as well
as voting instructions. You will be able to participate in the 2025 Annual Meeting online at
www.virtualshareholdermeeting.com/OXY2025 and may submit questions and vote your shares electronically (other than
shares held through our employee benefit plans, which must be voted prior to the meeting). The attached Notice of the
2025 Annual Meeting of Shareholders and proxy statement provide details on how to join the meeting and the business
we plan to conduct.
| 2024 was an exciting year for Occidental with the closing of the CrownRock acquisition, record employee safety performance, the exceptional progress made on STRATOS, Occidental’s first commercial-scale direct air capture (DAC) facility being built in Ector County, Texas, and numerous operational successes that drove strong financial performance across all three segments domestically and abroad. Before discussing those in more detail, we would like to thank all of the employees and partners who we had an opportunity to engage with along the way. In July 2024, the Board visited Carbon Engineering’s (CE) Innovation Centre in Squamish, B.C. where we were able to see the research and development (R&D) activities being performed to accelerate DAC technological advancements and discuss the cross-collaboration between CE and other Occidental businesses and segments, such as OxyChem. Then, in September 2024 at the Board’s dedicated strategy session, we met with employees at varying levels of leadership who presented on strategic, operational and technical matters of significance. We continue to be impressed by Occidental’s culture, its dedicated employees and the important work they are doing to produce energy and essential chemicals and to develop low-carbon solutions, all of which we believe are critical to a prosperous and sustainable future.DELIVERING ON STRATEGIC, OPERATIONAL AND FINANCIAL PRIORITIES TO GENERATE LONG-TERM SHAREHOLDER VALUEIn August 2024, Occidental completed the acquisition of CrownRock, L.P., which complements and enhances Occidental’s premier Permian portfolio with the addition of high-margin production and low-breakeven undeveloped inventory. The Board actively oversaw this strategic commercial transaction and continues to monitor the integration of CrownRock employees and operations.Apart from this and other strategic achievements, Occidental’s robust operational excellence drove strong financial performance in all three segments. Occidental achieved record annual U.S. oil production with well performance leadership in all U.S. onshore basins as well as record combined production from continuing operations with key contributions from Occidental’s international assets and operations in Oman, the UAE, Algeria and Qatar. Occidental also increased proved reserves by approximately 15% year-over-year, with 4.6 billion barrels of oil equivalent at year-end. Additionally, with strong operational performance across its facilities, OxyChem generated reported income of more than $1.1 billion and continued to progress the modernization and expansion project at its Battleground plant in La Porte, Texas, meeting key milestones to keep the project on track for completion in mid-2026. Midstream and Marketing also exceeded expectations, with Occidental’s gas marketing optimization efforts offsetting lower in-basin gas realizations in the Permian and contributing to meaningful outperformance.These operational achievements enabled Occidental to generate $11.7 billion of operating cash flow and $4.6 billion of free cash flow before working capital1 and helped the company achieve its near-term commitment of repaying $4.5 billion of debt several months ahead of schedule. This performance also supported the Board’s | approval of an approximate 22% dividend increase in early 2024 and an approximate 9% dividend increase in early 2025.ADVANCING SOLUTIONS FOR OUR FUTUREOccidental continues to actively develop and progress DAC, emissions reduction and other low-carbon initiatives that promote the long-term sustainability of its energy and chemical businesses. Occidental achieved construction and mechanical completion for Trains 1 and 2, the capture units for Phase 1 of STRATOS, which is on track for mid-year commission and startup. Additionally, to reduce expenditures and enhance operational efficiencies in the near term, Occidental plans to incorporate some of the learnings from the accelerated CE R&D activity that we were able to see during our CE Innovation Centre site visit into Phase 2 of STRATOS. From an emissions reduction perspective, Occidental sustained zero routine flaring in its U.S. oil and gas operations and reduced routine flaring in global oil and gas operations by 80% compared to its 2020 baseline. We continue to be proud of employees’ efforts and ideas to reduce emissions across Occidental’s operations.LISTENING TO SHAREHOLDER FEEDBACKDuring the past year, Occidental again proactively engaged with shareholders collectively representing a majority of shares outstanding, with independent director participation in several of these discussions. Feedback from these engagements is discussed at each regular Board meeting and has informed our viewpoints and decisions. We remain committed to regular and transparent engagement with shareholders and other stakeholders. We value your views and would like to hear from you. If you would like to write to the Board, you may address your correspondence to the Board of Directors, in care of the Corporate Secretary, Occidental Petroleum Corporation, 5 Greenway Plaza, Suite 110, Houston, Texas 77046. In 2025, with an ongoing focus on growing shareholder returns, we will continue to remain diligent in exercising our oversight responsibilities of Occidental’s strategy and risks. Thank you for your continued trust in the Board and support of Occidental. We are grateful to serve on your behalf.Sincerely,On Behalf of Your Board |
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| JACK B. MOOREChairman of the Board | |
| VICKI HOLLUBPresident and Chief Executive Officer |
(1)Free cash flow before working capital is a non-GAAP financial measure. See Annex A for a reconciliation to GAAP.
Notice of Annual Meeting of Shareholders
You are cordially invited to attend Occidental’s 2025 Annual Meeting of Shareholders (2025 Annual Meeting), to be held at 9:00 a.m.
Central Time on Friday, May 2, 2025, via live webcast atwww.virtualshareholdermeeting.com/OXY2025.
| DATE AND TIME | LOCATION | RECORD DATE | ||
| Friday, May 2, 2025 at9:00 a.m. Central Time | Live webcast:www.virtualshareholdermeeting.com/OXY2025 | Each shareholder of record as of the close of business on March 10, 2025 (the record date) is entitled to receive notice of, attend and vote at the meeting. | ||
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ITEMS OF BUSINESS
At the meeting, our shareholders will be asked to act on the following matters and consider any other matters as may properly come before
the meeting:
| PROPOSAL | BOARD RECOMMENDATION | MORE INFORMATION | |
| 1. | Elect the ten directors named in the proxy statement to serve until the 2026 Annual Meeting | FOR | Page 13 |
| 2. | Approve, on an advisory basis, named executive officer compensation | FOR | Page 34 |
| 3. | Ratify the selection of KPMG as Occidental’s independent auditor | FOR | Page 68 |
| 4. | Approve Occidental’s Amended and Restated 2015 Long-Term Incentive Plan | FOR | Page 70 |
Notice and Attendance
A Notice of Internet Availability (NOIA) or proxy card is being mailed beginning on March 20, 2025 to each shareholder of record as of the
record date. Shareholders of record as of the record date will be able to attend the 2025 Annual Meeting via live webcast, vote and submit
questions during the meeting by visitingwww.virtualshareholdermeeting.com/OXY2025. To participate in the 2025 Annual Meeting,
shareholders of record must enter the 16-digit control number that appears on their proxy card. If shareholders hold their shares in street
name and their voting instruction form indicates that they may vote those shares through the http://www.proxyvote.com website, then they
may join the 2025 Annual Meeting with the 16-digit access code indicated on that voting instruction form. Otherwise, shareholders who
hold their shares in street name should contact their bank, broker or other nominee (preferably at least five days before the 2025 Annual
Meeting) and obtain a “legal proxy” in order to be able to join the 2025 Annual Meeting. Please see “Questions and Answers about the
Annual Meeting and Voting” beginning on page 80 for additional information.
HOW TO VOTE
Your vote is extremely important. Regardless of whether you plan to attend the 2025 Annual Meeting, we encourage you to vote using any
of the methods listed below. This will ensure your shares are represented and will save Occidental additional expenses of soliciting proxies.
| INTERNETOnline using your smartphone, computer or other electronic device at the website listed on the NOIA, proxy card or voting instruction form | CALLBy telephone call to the toll-free number listed on your proxy card or voting instruction form | MAILCompleting, signing and returning your proxy card or voting instruction form in the postage-paid envelope provided | VIRTUAL MEETINGIf you plan to participate in the 2025 Annual Meeting via the live webcast, you may vote online during the meeting using your smartphone, computer or other electronic device |
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If you have any questions or require any assistance in voting your shares, please contact Alliance Advisors, Occidental’s proxy solicitor,
toll-free at 833-218-3875 or by email atoxy@allianceadvisors.com.
By Order of the Board,
NICOLE E. CLARKVice President, Chief Compliance Officer andCorporate SecretaryMarch 20, 2025
2025 Proxy Statement
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.