Occidental Petroleum (OXY) Proxy Filing summary

Executive summary

• 2024 saw the completion of the CrownRock acquisition, record U.S. oil production, and significant progress on the STRATOS direct air capture (DAC) facility, with Trains 1 and 2 completed and Phase 1 on track for mid-2025 startup.

• Financial highlights include $11.7B in operating cash flow, $4.9B in free cash flow before working capital, $4.5B in debt repaid ahead of schedule, and a >22% dividend increase.

• OxyChem generated over $1.1B in reported income, and the company achieved best-ever safety performance with a 0.16 TRIR.

• Shareholder engagement was robust, with >50% of outstanding shares represented in discussions, informing decisions on governance, compensation, and sustainability.

Voting matters and shareholder proposals

• Shareholders will vote on: election of 10 directors, advisory approval of executive compensation, ratification of KPMG as auditor, and approval of the amended 2015 Long-Term Incentive Plan (LTIP) to add 55M shares.

• Board recommends a vote “FOR” all proposals.

Board of directors and corporate governance

• Board comprises 10 nominees, 9 of whom are independent; 50% diversity (3 women, 3 racial/ethnic minorities); average tenure 7.9 years.

• Board refreshment: ~45% of independent directors elected in past 5 years; 80% of committee chairs rotated in past 5 years.

• Annual board and committee evaluations, robust succession planning, and a tenure policy targeting <10 years for non-employee directors.

• Shareholder rights include proxy access (3% for 3 years, up to 20% of board), special meeting and written consent at 15% threshold, and no supermajority requirements.