Stockholder Rights Plan Policy

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A stockholder rights plan 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. On March 12, 2020, the Board of Directors of Occidental adopted a limited duration stockholder rights plan (the Rights Agreement) and declared a dividend of one preferred share purchase right (a Right) for each outstanding share of Occidental common stock, to purchase from Occidental one ten-thousandth of a share of Series B Junior Participating Preferred Stock, par value $1.00 per share, of Occidental (the Series B Preferred Stock) at a price of $55.00 per one ten-thousandth of a share of Series B Preferred Stock, subject to adjustment as provided in the Rights Agreement.

On May 29, 2020, at Occidental’s 2020 Annual Meeting of Shareholders, Occidental’s shareholders approved a proposal to approve the Rights Agreement. Accordingly, the Rights Agreement will, by its terms, expire on March 11, 2021, unless the Rights are earlier redeemed by Occidental, as described in the Rights Agreement, or upon the occurrence of certain transactions​.​

​ In response to a stockholder pr​oposal, 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.

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