The Board of Directors of Occidental Petroleum Corporation today adopted a limited duration stockholder rights plan and declared a dividend of one “Right” for each outstanding share of Occidental common stock. The Board will submit the Rights Agreement to a vote at the Company’s 2020 annual meeting, and the Rights will expire following the meeting if Occidental stockholders do not adopt a proposal to approve the Rights Agreement. If Occidental stockholders approve the proposal, the Rights Agreement will, by its terms, expire in one year. 

“The limited duration rights plan, which Occidental stockholders will have the opportunity to vote on at the 2020 annual meeting, is intended to enable all stockholders to realize the long-term value of their investment in Occidental,” said Jack Moore, Independent Vice Chairman and Incoming Chairman of Occidental’s Board. “We adopted the Rights Agreement to protect stockholders from efforts to capitalize on recent market volatility and macroeconomic conditions to gain control of the company without paying all stockholders an appropriate premium for that control.” 

Pursuant to the Rights Agreement, Occidental is issuing one Right for each current share of common stock outstanding at the close of business on March 23, 2020. Initially, these rights will not be exercisable and will trade with the shares of Occidental’s common stock. 

The Rights will be exercisable only if a person or group acquires 15% (or 20% in the case of passive institutional investors, as described in the Rights Agreement) or more of Occidental’s common stock in a transaction not approved by Occidental’s Board of Directors. If a person or group acquires 15% (or 20% in the case of passive institutional investors) or more of Occidental’s outstanding common stock, each Right will entitle its holder (other than such person or members of such group) to receive upon exercise of such Right that number of shares of common stock having a market value of two times the exercise price of $55.00 per right. 

Occidental’s Board of Directors may cause Occidental to redeem the Rights for $0.0001 per Right at any time before an event that causes the Rights to become exercisable. The Rights will expire on the earlier of March 11, 2021 and the day following the certification of the voting results of the Company’s 2020 annual meeting of stockholders, if the Rights Agreement is not approved by the stockholders at such annual meeting. The Rights may expire at an earlier date if redeemed or exchanged by the Company or upon the occurrence of certain transactions. 

Link to Occidental US country profile