Form 8-K

8-K — OCCIDENTAL PETROLEUM CORP /DE/

Accession: 0000950157-26-000569

Filed: 2026-05-04

Period: 2026-04-30

CIK: 0000797468

SIC: 1311 (CRUDE PETROLEUM & NATURAL GAS)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Submission of Matters to a Vote of Security Holders

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

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8-K — form8-k.htm (Primary)

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8-K — CURRENT REPORT

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): April 30, 2026

OCCIDENTAL PETROLEUM CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Delaware

1-9210

95-4035997

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

5 Greenway Plaza, Suite 110

Houston, Texas

(Address of Principal Executive Offices)

77046

(Zip Code)

Registrant’s Telephone Number, Including Area Code: (713) 215-7000

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following

provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol(s)

Name of Each Exchange on Which Registered

Common Stock, $0.20 par value

OXY

New York Stock Exchange

Warrants to Purchase Common Stock, $0.20 par value

OXY WS

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of

the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised

financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 30, 2026, Vicki Hollub, President and Chief Executive Officer (“CEO”) of Occidental Petroleum Corporation (“Occidental”), informed

the Board of Directors of Occidental (the “Board”) of her decision to retire, effective as of June 1, 2026 (the “Transition Date”). The Executive Compensation Committee of the Board determined that Ms. Hollub’s retirement as President and

CEO will be treated as an eligible retirement under Occidental’s Retirement Policy (the “Retirement Policy”), and as provided in the Retirement Policy, Ms. Hollub and Occidental will enter into a separation and release agreement pursuant to

which Ms. Hollub will receive the retirement benefits set forth in the Retirement Policy. Following her retirement as President and CEO, Ms. Hollub, who was elected as a member of the Board at Occidental’s 2026 Annual Meeting of Shareholders,

will continue to serve as a member of the Board.

On April 30, 2026, as part of its management succession planning, the Board unanimously approved the appointment of Richard A. Jackson, 50, as

Occidental’s President and CEO and as a member of the Board, in each case effective as of the Transition Date.

Mr. Jackson has over 25 years of experience in the oil and gas industry, holding a variety of technical and leadership roles. Mr. Jackson

joined Occidental in 2003 and has served as Occidental’s Senior Vice President and Chief Operating Officer since October 2025. Mr. Jackson’s previous positions at Occidental include Senior Vice President and President of Operations for U.S.

Onshore Resources and Carbon Management from October 2020 to October 2025.

In connection with his promotion to the position of President and CEO, Mr. Jackson’s base salary will be increased to $1,400,000 per year and

his target annual cash incentive award will be increased to 150% of base salary, each effective on or about the Transition Date. Mr. Jackson will also receive a grant of restricted stock units valued at $6,000,000, which will vest in equal

annual installments over a three-year period subject to Mr. Jackson’s continued service through the applicable vesting dates.

Mr. Jackson does not have any family relationships with any director, executive officer or person nominated or chosen to become a director or

executive officer of Occidental, and there are no arrangements or understandings between Mr. Jackson and any other person pursuant to which he was selected as a director or appointed as an officer of Occidental. There are no related party

transactions involving Mr. Jackson that are reportable under Item 404(a) of Regulation S-K.

Item 5.07 Submission of Matters to a Vote of Security Holders.

Occidental held its 2026 Annual Meeting of Shareholders on May 1, 2026 (the “2026 Annual Meeting”). The following actions were taken at the

2026 Annual Meeting, for which proxies were solicited pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the final number of votes cast for or against, and abstentions and broker

non-votes, as applicable, for each matter are set forth below.

The ten nominees proposed by the Board were elected by Occidental’s shareholders by the following votes:

Nominee

For

% For

Against

Abstain

Broker

Non-Votes

Vicky A. Bailey

701,817,615

97.52%

17,880,864

752,120

116,147,017

Andrew Gould

708,849,734

98.49%

10,856,879

743,986

116,147,017

Carlos M. Gutierrez

699,127,005

97.14%

20,574,299

749,295

116,147,017

Vicki Hollub

709,192,695

98.53%

10,579,265

678,639

116,147,017

William R. Klesse

703,585,193

97.76%

16,098,131

767,275

116,147,017

Jack B. Moore

707,868,416

98.36%

11,801,864

780,319

116,147,017

Claire O’Neill

711,252,493

98.83%

8,442,677

755,429

116,147,017

Avedick B. Poladian

695,640,197

96.66%

24,009,671

800,731

116,147,017

Kenneth B. Robinson

709,794,523

98.62%

9,903,206

752,870

116,147,017

Robert M. Shearer

713,765,531

99.18%

5,922,115

762,953

116,147,017

The advisory vote to approve named executive officer compensation was approved by Occidental’s shareholders by the following vote:

For

679,690,815

94.34%

Against

38,852,814

5.40%

Abstain

1,906,970

0.26%

Broker Non-Votes

116,147,017

The ratification of the selection of KPMG as Occidental’s independent auditor for the year ending December 31, 2026 was approved by Occidental’s shareholders

by the following vote:

For

817,350,114

97.70%

Against

17,887,435

2.14%

Abstain

1,360,067

0.16%

Item 7.01 Regulation FD Disclosure.

On May 1, 2026, Occidental issued a press release with respect to the management changes described above. A copy of the press

release is attached hereto as Exhibit 99.1.

The information contained in this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed “filed” for purposes of Section 18 of

the Exchange Act or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of Occidental under the Securities Act of 1933, as amended, or the Exchange Act.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

99.1

Press Release, dated May 1, 2026,

issued by Occidental.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned

hereunto duly authorized.

OCCIDENTAL PETROLEUM CORPORATION

May 4, 2026

By:

/s/ Nicole E. Clark

Name:

Nicole E. Clark

Title:

Vice President, Chief Compliance Officer and Corporate Secretary

EX-99.1 — PRESS RELEASE

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit 99.1

PRESS

RELEASE

Occidental Announces CEO Succession

Vicki Hollub to retire as President and CEO effective June 1, 2026; Occidental’s Board Names Chief Operating Officer Richard Jackson as her successor

HOUSTON — May 1, 2026 — Occidental (NYSE: OXY) today announced that its Board of Directors, as part of its management succession planning, has named Senior Vice

President and Chief Operating Officer Richard Jackson to succeed Vicki Hollub as President and Chief Executive Officer upon her retirement. Hollub will retire effective June 1, 2026, following a distinguished career of leadership and service.

The Board also announced Jackson will join the Board of Directors, effective June 1, 2026. Hollub, who has served as CEO since 2016 and has been a Board member since 2015, will

continue to serve on the company’s Board of Directors following retirement, ensuring continuity and ongoing strategic guidance.

“It has been a privilege to lead Occidental and work alongside such a talented team for more than 40 years. Following the recently completed decade-long transformation of the company,

we now have the best portfolio and the best technical expertise in Occidental’s history. With this strong foundation in place, a clear path forward and a leader like Richard, who has the experience and vision to elevate Occidental, now is the right

time for this transition,” said Hollub. “I look forward to supporting Richard and the Board through my continued role as a director.”

“On behalf of the Board, I want to thank Vicki for her exceptional leadership and transformative contributions to Occidental,” said Board Chairman Jack Moore. “Richard is the right

leader to guide the company into its next phase of our strategy.”

Jackson joined Occidental in 2003 in its Middle East operations. During his time at Occidental, he has held pivotal leadership and technical positions, including President of U.S.

Onshore Oil and Gas, President of Low Carbon Integrated Technologies, General Manager of the Permian Delaware Basin and Enhanced Oil Recovery Oil and Gas, Vice President of Investor Relations, and Vice President of Drilling Americas.

As Chief Operating Officer, Jackson has focused on delivering value through resource improvement and cost efficiency by improving well performance, focusing on organic development and

operational execution, and applying innovative technology.

“I am grateful to be appointed President and CEO of Occidental and excited about the opportunity to execute from the strong position and capabilities that we built under Vicki’s

leadership,” said Jackson. “It means a lot to me personally to be a part of our Occidental team. I am committed to delivering value from our significant and high-quality resource base. We have a tremendous opportunity to focus on organic improvement

and execution to deliver meaningful value for our employees, shareholders and partners.”

About Occidental

Occidental is an international energy company that produces, markets and transports oil and natural gas to maximize value and provide resources fundamental to life. The company leverages its global leadership in carbon management to advance lower-carbon technologies and products. Headquartered in Houston, Occidental primarily operates in the United States, the Middle East and North Africa. To learn more,

visit oxy.com.

Contacts

Media

Investors

Eric Moses

Babatunde A. Cole

713-497-2017

713-552-8811

eric_moses@oxy.com

investors@oxy.com

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