Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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.
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. (d) Exhibits.
Exhibit Description No. 99.1 Press Release dated January 20, 2023. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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