Item 1.01. Entry into a Material Definitive Agreement

On March 25, 2020, Occidental Petroleum Corporation ("Occidental" or the "Company") entered into a Director Appointment and Nomination Agreement (the "Agreement") with Carl C. Icahn, Andrew Langham, Nicholas Graziano, High River Limited Partnership, Hopper Investments LLC, Barberry Corp., Icahn Partners LP, Icahn Partners Master Fund LP, Icahn Enterprises G.P. Inc., Icahn Enterprises Holdings L.P., IPH GP LLC, Icahn Capital LP, Icahn Onshore LP, Icahn Offshore LP and Beckton Corp. (collectively, the "Icahn Group") and, solely with respect to the provisions applicable to the New Independent Director, Margarita Paláu-Hernández (the "New Independent Director"), pursuant to which Occidental (i) increased the size of the board of directors of Occidental (the "Board") to fifteen directors and (ii) appointed Nicholas Graziano and Andrew N. Langham (collectively, the "Icahn Designees") and the New Independent Director to the Board to fill the resulting vacancies, with such appointments effective immediately. Existing directors Spencer Abraham, Eugene L. Batchelder, Margaret M. Foran and Elisse B. Walter will not stand for re-election at the 2020 annual meeting of stockholders of Occidental (the "2020 Annual Meeting") and accordingly will retire from the Board at the 2020 Annual Meeting. In addition, Occidental has agreed to include each of the Icahn Designees and the New Independent Director as part of Occidental's slate of nominees for election to the Board at the 2020 Annual Meeting, which will consist of Stephen Chazen, each of the Icahn Designees, the New Independent Director and the following existing Occidental directors: Andrew F. Gould, Carlos M. Gutierrez, Vicki A. Hollub, William R. Klesse, Jack B. Moore, Avedick B. Poladian and Robert M. Shearer, in each case subject to the applicable rights of the Icahn Group and Occidental to designate replacements in certain circumstances as set forth in the Agreement.

From and after the date of the Agreement, so long as an Icahn Designee is a member of the Board, without the approval of the Icahn Designees who are then members of the Board, the Board will not increase the size of the Board above (i) prior to opening of the polls at the 2020 Annual Meeting, fifteen (15) directors and (ii) from and after the opening of the polls at the 2020 Annual Meeting, eleven (11) directors, in each case with each such director having one vote on all matters. In addition, the Icahn Group will be entitled, in the event any Icahn Designee or the New Independent Director resigns or for any reason fails to serve or is not serving as a director (subject to exceptions set forth in the Agreement, including as a result of such director not being nominated by the Company to stand for election at an annual meeting subsequent to the 2020 Annual Meeting or the termination of the Icahn Group's designation rights with respect to such director in accordance with the Agreement), to designate a replacement for appointment to the Board on the terms set forth in the Agreement.

Until such time as one or more of the Icahn Designees are required to tender their resignations from the Board under the Agreement, the Icahn Designees then on the Board must approve (such approval not to be unreasonably withheld, delayed or conditioned) any new Chairman, except that in no event will the Icahn Designees condition any such approval on any of the following individuals being named as the new Chairman: (i) any Icahn Designee, (ii) the New Independent Director or (iii) certain individuals with material relationships with the Icahn Group or any controlled affiliate thereof.

On the date of the Agreement, (i) Mr. Graziano was appointed to an oversight committee (the "Oversight Committee") of the Board, to be formed as promptly as practicable following the date of the Agreement, and the Audit Committee of the Board, (ii) Mr. Langham was appointed to the Oversight Committee and the Corporate Governance and Nominating Committee and (iii) Ms. Paláu-Hernández was appointed to the Executive Compensation Committee and the Environmental, Health and Safety Committee of the Board. So long as an Icahn Designee is a member of the Board, the Icahn Group will also have certain rights with respect to newly created committees as set forth in the Agreement. In addition, any Board consideration of appointment and employment of executive officers, mergers, acquisitions of material assets, dispositions of material assets, or other extraordinary transactions, such consideration, and voting with respect thereto, will take place only at the full Board level or in committees of which one of the Icahn Designees is a member.

The Icahn Group has withdrawn its slate of director nominees and stockholder proposals previously submitted to Occidental in connection with the 2020 Annual Meeting. In addition, the Icahn Group has agreed, by no later than March 26, 2020, to (i) withdraw and not renew its demand (the "220 Demand") for books and records and other materials pursuant to Section 220 of the Delaware General Corporation Law ("DGCL") and (ii) stipulate to the dismissal with prejudice of the appeal, and use reasonable best efforts to obtain Court approval of such stipulation of dismissal, of its pending appeal of the ligation before the Supreme Court of the State of Delaware relating to the 220 Demand.



                                       2

--------------------------------------------------------------------------------

If at any time the Icahn Group ceases to hold a "net long position", as defined in the Agreement, in at least (i) 44,313,635 shares of the Company's common stock, one of the Icahn Designees will, and the Icahn Group will cause one Icahn Designee to, promptly resign from the Board? and (ii) 22,156,817 shares of the . . .

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

The description of the matters included under Item 1.01 are incorporated into this Item 5.02 by reference.

On March 24, 2020, as part of the Company's efforts to reduce operating and corporate costs, the Board approved salary reductions for the Company's executive officers. Effective April 1, 2020, each of the executive officers will be subject to a base salary cap of $250,000.


                                       3

--------------------------------------------------------------------------------

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

In connection with the entry into the Agreement, on March 25, 2020, the Board amended and restated its by-laws (as so amended and restated, the "By-laws"), effective immediately. The Board also intends to recommend that stockholders adopt governance enhancing amendments to the Company's Restated Certificate of Incorporation, as amended (the "Charter"), at the 2020 Annual Meeting.

The By-Laws were amended as follows:

? Uniform Advance Notice Period for Stockholder Proposals at Annual

Meetings: Article II, Section 2 and Article III, Section 2 of the By-laws were

amended to implement a uniform advance notice period for all business to be

brought before an annual meeting by stockholders. As amended, the notice

stockholder proponents must provide for all business to be brought before an

annual meeting must be delivered to or mailed to and received by the Company

not less than 90 days nor more than 120 days prior to the anniversary of the

immediately preceding annual meeting, or, if the annual meeting is called for a

date not within 30 days of such anniversary, within 10 days of the day on which

the date of the annual meeting is announced. The By-laws previously provided

that a stockholder's notice with respect to director elections must be

delivered to or mailed to and received by the Company between September 1 and

November 30 of the year preceding the annual meeting and that a stockholder's

notice related to business other than the election of directors must be

delivered to or mailed to and received by the Company not less than 70 days nor

more than 90 days prior to the anniversary of the immediately preceding annual

meeting.

? Facilitation of Stockholder Ability to Request a Special Meeting: Article II,

Section 3 of the By-laws was amended to:

o Subject to the approval of a corresponding amendment to the Charter by

stockholders at the 2020 Annual Meeting, reduce the minimum threshold required

to call a special meeting from 25% to 15% of the Company's outstanding shares

of common stock.

o Facilitate the participation of beneficial owners in a general solicitation by

an initiating stockholder or group of stockholders to reach such minimum

threshold by:

? permitting an initiating stockholder or group of stockholders to request that

the Board fix a record date to determine stockholders eligible to support the

calling of a special meeting (while retaining the ability of an initiating

stockholder or group of stockholders to reach the minimum threshold without

requesting such a record date so long as it does not engage in a general

solicitation to do so); and

? limiting the information required to be provided to the Company in connection

with a request to call a special meeting to the initiating stockholder or group

of stockholders (rather than all stockholders joining in such request, as

previously provided in the By-laws).

o Align the information required to be provided by a stockholder nominating a

director for election at a special meeting to be consistent with the

information required to be provided by a stockholder nominating a director for

election at an annual meeting.

? Permit Stockholders to Fix the Size of the Board: Article III, Section 1 of the

By-laws was amended to provide that stockholders, in addition to the Board, are

entitled to fix the size of the Board from time to time by a resolution duly

adopted at a stockholder meeting or by written consent.

? Permit Stockholders to Remove and Replace Directors and Fill Vacancies: Article

III, Section 2 of the By-laws was amended to provide that, in addition to the

Board, stockholders may remove and replace directors and fill newly created

directorships resulting from an increase in the number of directors or any

other vacancy on the Board by a resolution duly adopted at a

stockholder-requested special meeting or by written consent.

? Other Amendments: Other clarifying and conforming amendments were also made to

the By-laws.

The foregoing description is qualified in its entirety by reference to the full text of the By-laws, a copy of which is attached hereto as Exhibit 3.1 and is incorporated by reference herein.


                                       4

--------------------------------------------------------------------------------

Item 7.01. Regulation FD Disclosure.

On March 25, 2020, the Company issued a press release with respect to the Agreement. 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.



(d) Exhibits.



Exhibit No.      Description

  3.1            Amended and Restated By-laws of Occidental Petroleum Corporation as
                 of March 25, 2020
  10.1           Director Appointment and Nomination Agreement dated March 25, 2020
                 by and among the Icahn Group, Occidental and, solely with respect to
                 the provisions applicable to the New Independent Director, Margarita
                 Paláu-Hernández
  99.1           Press Release dated March 25, 2020
104              Cover Page Interactive Data File (embedded within the Inline XBRL
                 document).

Additional Information and Where to Find It

The Company intends to file with the U.S. Securities and Exchange Commission ("SEC") a proxy statement on Schedule 14A, containing a form of WHITE proxy card, with respect to its solicitation of proxies for the Company's 2020 Annual Meeting of Stockholders. This communication is not a substitute for any proxy statement or other document that the Company may file with the SEC in connection with any solicitation by the Company.

INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) FILED BY THE COMPANY AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT ANY SOLICITATION BY THE COMPANY. Investors and security holders may obtain copies of these documents and other documents filed with the SEC by the Company free of charge through the website maintained by the SEC at www.sec.gov. Copies of the documents filed by the Company will also be available free of charge by accessing the Company's website at www.oxy.com.

Participants

The Company, its directors and executive officers and other members of management and employees are or will be participants in the solicitations of proxies by the Company. Information about the Company's executive officers and directors, and their ownership of the Company by security holdings or otherwise, is available in the Company's Annual Report on Form 10-K for the year ended December 31, 2019, which was filed with the SEC on February 28, 2020, in its proxy statement for the 2019 Annual Meeting which was filed with the SEC on March 28, 2019 and in its Current Reports on Form 8-K filed with the SEC on January 7, 2020 and March 24, 2020. To the extent holdings of the Company's securities reported in the proxy statement for the 2019 Annual Meeting or in such Form 8-K have changed, such changes have been or will be reflected on Statements of Change in Ownership on Forms 3, 4 or 5 filed with the SEC. These documents are or will be available free of charge at the SEC's website at www.sec.gov.



                                       5

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses