OCCIDENTAL PETROLEUM CORP /DE/
For the period ended Dec 31, 2025. Filed Mar 19, 2026.
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Dec 31, 2025 · Filed Mar 19, 2026
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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 |
2026 Proxy Statement
3
Message from the Board of Directors
| Fellow Shareholders, | In 2025, Occidental remained focused on delivering strong financial and operational results in a safe and responsible manner, strengthening Occidental’s balance sheet through debt reduction, practicing capital discipline in a dynamic macro-environment and, in turn, returning greater value to shareholders. Through robust governance practices, the Board oversaw a transformational year at Occidental and is pleased with the sustained operational outperformance, exceptional financial execution and significant debt reduction that management was able to achieve in 2025 despite a more challenging commodity price environment year-over-year. Furthermore, through our oversight of Occidental’s strategy—ranging from near-term priorities under the 2025 and 2026 capital programs to ambitious long-term goals for the company’s oil and gas operations and low-carbon initiatives—we continue to be excited about the opportunities to enhance shareholder value from Occidental’s optimized portfolio. EXECUTING TODAY: FOCUSED ON OPERATIONAL AND FINANCIAL PERFORMANCEWe closely monitor operational and financial performance, including stock price performance, both as directors and shareholders. In 2025, management focused on operational performance and cost efficiencies, resulting in record annual production while reducing capital and operating costs by approximately $575 million. More importantly, through exceptional dedication and awareness, Occidental employees delivered those results while achieving company-record safety performance with a TRIR of 0.07.(1)Occidental’s operational excellence drove strong annual financial results. For fiscal year 2025, the company generated $10.5 billion of operating cash flow and $4.3 billion of free cash flow before working capital.(2) This enabled management to reduce principal debt by approximately $4 billion in 2025 and, coupled with net proceeds from the OxyChem divestiture, supported an additional $7.0 billion in principal debt reduction as well as the Board’s recent authorization to increase the quarterly dividend by more than 8%. Since the December 2023 announcement of the CrownRock, L.P. acquisition, we have increased the common stock dividend by more than 44%. We recognize there is more work to be done in 2026. Collectively, the Board’s diverse backgrounds and experiences in the energy industry, environmental, safety and sustainability matters, finance, risk management and other pertinent areas will continue to help us assess Occidental’s performance and management’s commitment to technical excellence and capital discipline.POSITIONING FOR TOMORROW: COMMITTED TO OVERSIGHT OF PURPOSEFUL STRATEGIC TRANSFORMATIONIn 2025, Occidental navigated a critical strategic inflection point in determining to sell OxyChem, the company’s chemical business.(3) Overseen and approved by the Board, we believe this divestiture enabled management to further strengthen Occidental’s balance sheet and positioned the company to generate greater value from its high-return oil and gas assets. It also marked a significant milestone in a decade-long portfolio transformation during which Occidental completed strategic acquisitions and divestitures to high-grade its portfolio and reduce risk while building a 16.5 billion barrel of oil equivalent (BOE) resource base—up from approximately 8 billion BOE in 2015.Occidental continues to develop and advance low-carbon solutions in support of its business and sustainability goals. For example, STRATOS, the company’s direct air capture facility in the Permian Basin, is expected to be online this year. We are proud of Occidental’s bold direct air capture and sequestration projects in support of U.S. energy independence via enhanced oil recovery and the sustainability of our and others’ businesses. APPRECIATIVE OF SHAREHOLDER FEEDBACKDuring the past year, Occidental continued to proactively engage 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 dedicated 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. This year, we will continue to exercise disciplined oversight of Occidental’s strategy and risks in support of sustainable shareholder value creation in any market environment. Thank you for your continued trust in the Board and support of Occidental. We are grateful to serve on your behalf. | ||
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| JACK B. MOOREChairman of the Board | VICKI HOLLUBPresident and Chief Executive Officer | ||
| We cordially invite you to attend Occidental’s 2026 Annual Meeting of Shareholders (2026 Annual Meeting). The 2026 Annual Meeting will be held via live webcast on Friday, May 1, 2026 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 2026 Annual Meeting online at www.virtualshareholdermeeting.com/OXY2026 and may submit questions and vote your shares electronically (other than shares held through our employee benefit plan, which must be voted prior to the meeting). The attached Notice of the 2026 Annual Meeting of Shareholders and proxy statement provide details on how to join the meeting and the business we plan to conduct. | |||
| (1)Total Recordable Injury Rate (TRIR) per 200,000 employee work hours for the year ended December 31, 2025; excludes OxyChem safety performance, inclusion of which would have resulted in a TRIR of 0.14 (also a company record).(2)Free cash flow before working capital is a non-GAAP financial measure. See Annex A for a reconciliation to GAAP.(3)OxyChem means Occidental Chemical Corporation, a Texas corporation, and its consolidated subsidiaries. | |||
| Sincerely,On Behalf of Your Board | JACK B. MOOREChairman of the Board | VICKI HOLLUBPresident and CEO | |
Notice of Annual Meeting of Shareholders
You are cordially invited to attend Occidental’s 2026 Annual Meeting of Shareholders(2026 Annual Meeting), to be held at 9:00 a.m.
Central Time on Friday, May 1, 2026, via live webcast atwww.virtualshareholdermeeting.com/OXY2026.
| DATE AND TIME | LOCATION | RECORD DATE | ||
| Friday, May 1, 2026 at9:00 a.m. Central Time | Live webcast:www.virtualshareholdermeeting.com/OXY2026 | Each shareholder of record as of the close of business on March 10, 2026 (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, 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 | ||
|---|---|---|---|---|
| PROPOSAL 1 | FOR | Page 13 | ||
| Elect the ten directors named in the proxy statement to serve until the 2027 Annual Meeting | ||||
| PROPOSAL 2 | FOR | Page 34 | ||
| Approve, on an advisory basis, named executive officer compensation | ||||
| PROPOSAL 3 | FOR | Page 62 | ||
| Ratify the selection of KPMG as Occidental’s independent auditor | ||||
Notice and Attendance
A Notice of Internet Availability (NOIA) or proxy card is being mailed beginning on March 19, 2026 to each shareholder of record as of the
record date. Shareholders of record as of the record date will be able to attend the 2026 Annual Meeting via live webcast, vote and submit
questions during the meeting by visitingwww.virtualshareholdermeeting.com/OXY2026. To participate in the 2026 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 2026 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 2026 Annual
Meeting) and obtain a “legal proxy” in order to be able to join the 2026 Annual Meeting. Please see “Questions and Answers about the
Annual Meeting and Voting” beginning on page 66 for additional information.
HOW TO VOTE
Your vote is extremely important. Regardless of whether you plan to attend the 2026 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 2026 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, please contact Innisfree M&A Incorporated, Occidental’s proxy solicitor, toll-
free at 877-687-1873 (U.S. and Canada) or 412-232-3651 (all other countries) or collect at 212-750-5833 (banks and brokerage firms).
By Order of the Board,
NICOLE E. CLARKVice President, Chief Compliance Officer andCorporate SecretaryMarch 19, 2026
2026 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.