Occidental’s Agreement with Carl Icahn

On March 25, 2020, Occidental Petroleum Corporation (“Occidental”) announced it has entered into an agreement with Carl C. Icahn and affiliated entities (the “Icahn Group”) to add three new Icahn‑designated directors to Occidental’s Board, effective immediately, and to create an Oversight Committee that will include two of the Icahn directors. Occidental has also adopted certain corporate governance-enhancing amendments to its amended and restated by‑laws, effective immediately, and agreed to recommend that the Occidental stockholders adopt amendments to Occidental’s restated certificate of incorporation at the 2020 Annual Meeting that enhance stockholder rights to act by written consent, call special meetings and nominate directors. The Icahn Group has withdrawn its slate of director nominees and stockholder proposals at the 2020 Annual Meeting and agreed to vote in favor of the Board’s director nominees and amendments to Occidental’s restated certificate of incorporation that enhance Occidental’s corporate governance. Under the agreement, the Icahn Group will petition the Delaware Supreme Court to withdraw its pending appeal before the Court relating to the Icahn Group’s books and records request under Section 220 of the Delaware General Corporation Law. The Icahn Group has also agreed to certain other customary voting and standstill provisions. Cravath is representing Occidental in connection with the agreement.

The Cravath team is led by partners Faiza J. Saeed and George F. Schoen and includes associates William F. Roegge, Joel B. Tay and Courtney T. Seager on corporate matters, and partners Kevin J. Orsini and Benjamin Gruenstein and associate Charles E. Loeser on litigation matters.