Skip to content

Nominations for Directors

Nominating Committee Policy

It is the policy of the Corporate Governance and Nominating Committee to consider nominees recommended by stockholders if the stockholder complies with the procedures outlined below. In prior years, the Nominating Committee has identified candidates through recommendations from other non-management directors, executive officers, including the Chief Executive Officer, and other third parties. The Nominating Committee anticipates that, if a vacancy on the Board were to occur, it would use these sources as well as stockholder recommendations to identify candidates.

In deciding if a candidate recommended by a stockholder or identified by another source is qualified to be a nominee, it is the Nominating Committee's policy to consider:

  • Whether the candidate is independent as defined in Oxy's Corporate Governance Policies and as applied with respect to Oxy and the stockholder recommending the nominee, if applicable;
  • Whether the candidate has the business experience, character, judgment, acumen and time to commit in order to make an ongoing positive contribution to the Board;
  • Whether the candidate would contribute to the Board achieving a diverse and broadly inclusive membership; and
  • Whether the candidate has the specialized knowledge or expertise, such as financial or audit experience, necessary to satisfy membership requirements for committees where specialized knowledge or expertise may be desirable.

If there is a vacancy and the Nominating Committee believes that a recommended candidate has good potential for Board service, the Nominating Committee will arrange an interview with the candidate. Pursuant to its Charter, the Nominating Committee will not recommend any candidate to the Board who is not interviewed by the Nominating Committee.

In accordance with its Charter, the Nominating Committee annually reviews its performance and reports its findings to the Board. The Nominating Committee also assists the Board in performing its self-evaluation, which includes an assessment of whether the Board has the necessary diversity of skills, backgrounds and experiences to meet the company’s ongoing needs.

Procedure to Recommend Candidates

Stockholder recommendations must be received by the Corporate Secretary of Oxy not less than ninety (90) days nor more than one hundred twenty (120) days prior to the anniversary of the date of the immediately preceding​ annual meeting. ​Each recommendation must include the following information:

1. As to each person whom the stockholder proposes for election or re-election as a director:

  • The name, age, business address and residence address of the person;
  • The principal occupation or employment of the person;
  • The class or series and number of shares of capital stock of Oxy which are owned beneficially or of record by the person; and
  • Any other information relating to the person that is required to be disclosed in solicitations for proxies for election of directors pursuant to the Rules and Regulations of the Securities and Exchange Commission.

2. As to the stockholder making the recommendation:

  • The name and address of record of such stockholder; and
  • The class or series and number of shares of capital stock of Oxy which are beneficially owned by the stockholder.

The stockholder's recommendation must include the recommended person's written consent to being named as a nominee and to serving as a director if elected.

Procedure to Nominate Candidates

Under Oxy's by-laws, stockholders may nominate a person to the Board by complying with the advance notice procedures of the by-laws and attending the annual meeting to make the necessary motion. The notice must be received not less than ninety (90) days nor more than one hundred twenty (120) days prior to the anniversary of the date of the immediately preceding ​annual meeting and include the information required by the by-laws.​