Current Report Filing (8-k)
January 20 2023 - 05:31PM
Edgar (US Regulatory)
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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 |
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