A Stockholder Rights Plan Policy refers generally to any plan providing for the distribution of preferred stock, rights, warrants, options or debt instruments to a company's stockholders in order to deter non-negotiated takeovers. Occidental has not had a Stockholder Rights Plan or "poison pill" since 1996, when a plan adopted in 1986 expired. The Company has made no effort since then to replace the plan.
In response to a stockholder proposal, the Board of Directors adopted a policy on poison pills in 2002. Following is the complete policy as amended in 2003:
For the purposes of this Policy, the term "Stockholder Rights Plan" refers generally to any plan providing for the distribution of preferred stock, rights, warrants, options or debt instruments to the stockholders of Occidental Petroleum Corporation (OPC), designed to deter non-negotiated takeovers by conferring certain rights on stockholders upon the occurrence of a "triggering event," such as a tender offer or third-party acquisition or a specified percentage of stock.
The Corporate Governance and Nominating Committee shall annually consider whether the Company should adopt a Stockholder Rights Plan, whether the Company should condition adoption of a Stockholder Rights Plan on stockholder approval and whether the Company otherwise should take any action with respect to a Stockholder Rights Plan or any policy in respect thereof. The Corporate Governance and Nominating Committee shall report its recommendation to the Board of Directors. In the event that the Board of Directors determines to adopt a Stockholders Rights Plan without prior stockholder approval, then in such event the terms of such Plan shall provide that the Plan shall automatically terminate on the first anniversary of the adoption of such Plan unless, prior to such anniversary, such Plan shall have been approved by the Company's stockholders.
The recommendation of the Corporate Governance and Nominating Committee and any action taken by the Board of Directors on such recommendation shall be reported to the stockholders of the Company by posting on our website.