Occidental Petroleum Corporation 2018 Proxy …

1 Q. Occidental Petroleum Corporation 2018 Proxy Statement Notice of Annual Meeting of Stockholders Annual Meeting | Friday, May 4, 2018. Occidental Petroleum Conference Center | 5 Greenway Plaza, Houston, Texas Q. DEAR STOCKHOLDERS, On behalf of the Board of Directors, we are pleased to invite you to attend Occidental 's 2018 Annual Meeting of Stockholders, which will be held at the Occidental Petroleum Conference Center, 5 Greenway Plaza, Houston, Texas 77046, on Friday, May 4, 2018, at 9:00 The meeting will include a report on operations and an opportunity for you to ask questions. 2017 was a year of performance, innovation and growth for Occidental . We finished the year with the highest-quality portfolio of assets in the company's nearly 100-year history and continued to deliver on our value proposition of dividend and moderate production growth. We also implemented a strategic cash flow breakeven plan, positioning our company for sustained annual production growth in a lower price environment.

2 As part of our commitment to strong corporate governance practices, our senior management and Board continued to engage with Occidental 's stockholders and other stakeholders. This past fall, Occidental met with a broad range of investors and other stakeholders to discuss our long-term value proposition; environmental, social and governance issues; the executive compensation program; and matters related to board composition. Several of our independent directors participated in many of these engagements. These meetings were helpful in shaping our 2018 report, Climate-Related Risks and Opportunities: Positioning for a Lower-Carbon Economy, which is available for download at More information regarding the report and other outcomes of our recent engagement efforts are detailed in this Proxy statement. A meeting agenda and details follow, as well as voting instructions. We encourage you to vote your shares promptly, and thank you for your continued support of Occidental .

3 Sincerely, Vicki Hollub Eugene L. Batchelder President and Chief Executive Officer Chairman of the Board Q. 2018 ANNUAL MEETING. Notice of Annual Meeting of Stockholders Occidental 's 2018 Annual Meeting of Stockholders will be held at 9:00 on Friday, May 4, 2018, at the Occidental Petroleum Conference Center, 5 Greenway Plaza, Houston, Texas 77046. At the meeting, stockholders will act on the following matters and consider all other matters properly brought before the meeting: To elect the 11 directors named in the Proxy statement to serve until the 2019 Annual Meeting;. To act on an advisory vote to approve named executive officer compensation;. To approve the Second Amendment to the 2015 Long-Term Incentive Plan (2015 LTIP);. Toratify the selection of KPMG LLP (KPMG) as Occidental 's independent auditor for the fiscal year ending December 31, 2018; and To transact such other business as may properly come before the meeting.

4 A Notice of Internet Availability or Proxy card is being mailed beginning on or about March 22, 2018. to each stockholder of record as of the close of business on March 9, 2018, which is the record date for the determination of stockholders entitled to receive notice of, attend and vote at the meeting. Admittance to the meeting will require an admission ticket. Please see Admission to the Annual Meeting on page 64 for details. Whether you plan to attend the meeting or not, we encourage you to vote by following the internet or telephone instructions provided in the Notice of Internet Availability. If you received a paper copy of the Proxy materials or a voting instruction form, you may also vote by marking, signing and returning the Proxy card or voting instruction form in the envelope provided. This will ensure that your shares are represented and will save Occidental additional expenses of soliciting proxies.

5 By Order of the Board, H. Elliott Heide Vice President and Corporate Secretary Occidental Petroleum Corporation 5 Greenway Plaza, Suite 110. Houston, Texas 77046. March 22, 2018. Q. TABLE OF CONTENTS. Proxy STATEMENT SUMMARY 5 NON-EMPLOYEE DIRECTOR COMPENSATION 49. Director Compensation Program .. 49. PROPOSAL 1: ELECTION OF DIRECTORS 9. Compensation of Directors Table .. 50. Director 9 Stock Ownership Guidelines .. 50. About the Director 9. Summary of Director Nominee Core Competencies SECURITY OWNERSHIP 51. and Composition Certain Beneficial Owners and Management .. 51. Section 16(a) Beneficial Ownership Reporting Compliance .. 52. CORPORATE GOVERNANCE 17. Corporate Governance Highlights ..17 PROPOSAL 2: ADVISORY VOTE TO APPROVE NAMED. Stockholder Engagement ..17 EXECUTIVE OFFICER COMPENSATION 53. Board Evaluation Process ..18. PROPOSAL 3: APPROVAL OF THE SECOND. Director Selection and AMENDMENT TO THE 2015.

6 Board of Directors and its Committees ..18 LONG-TERM INCENTIVE PLAN 54. Other Governance Matters .. 20. Description of the 2015 LTIP .. 55. COMPENSATION DISCUSSION AND ANALYSIS 22 Certain Federal Income Tax Consequences .. 59. Overview .. 22 PROPOSAL 4: RATIFICATION OF SELECTION OF. Highlights of Executive Compensation Program Features .. 22 KPMG AS INDEPENDENT AUDITOR 62. Say-on-Pay Results and Stockholder Engagement .. 23 Audit Related Matters .. 62. Recent Executive Compensation Program Changes .. 23 Ratification of Selection of Independent Auditor .. 62. Overview of the 2017 Compensation 24 Report of the Audit Committee .. 63. Executive Compensation Program Objectives .. 24. Elements of the 2017 Compensation Program .. 25 GENERAL INFORMATION 64. Participants in the Compensation Decision-Making Information Available Online .. 64. Process .. 28 Important Notice Regarding the Availability of Proxy Individual Compensation 30 Materials for the Stockholder Meeting to be Held on Other Compensation and Benefits.

7 34 May 4, 2018 .. 64. Additional Compensation Policies and Practices .. 34 Admission to the Annual Meeting .. 64. Risk Assessment of Compensation Policies and Practices .. 36 Voting Instructions and Information .. 64. Compensation Committee Report .. 36 Stockholder Proposals for the 2019 Annual Meeting of Stockholders .. 66. EXECUTIVE COMPENSATION 37 Nominations for Directors for Term Expiring in 2019 .. 66. Summary Compensation Table .. 37 Annual Report .. 67. Grants of Plan-Based Awards .. 39. ANNEX A: 2015 LONG-TERM INCENTIVE PLAN 68. Outstanding Equity Awards .. 41. Stock Vested in 2017 .. 44 ANNEX B: FIRST AMENDMENT TO THE. Nonqualified Deferred Compensation .. 44 2015 LONG-TERM INCENTIVE PLAN 86. Potential Payments upon Termination or Change in Control .. 45 ANNEX C: SECOND AMENDMENT TO THE. Pay 48 2015 LONG-TERM INCENTIVE PLAN 87. Q. Proxy Statement Summary This section highlights certain important information presented in this Proxy Statement and is intended to assist you in evaluating the matters to be voted on at the meeting.

8 We encourage you to read the Proxy Statement in its entirety before you cast your vote. For more information regarding Occidental 's 2017 performance, please review Occidental 's Annual Report on Form 10-K for the year ended December 31, 2017 (the Annual Report). Matters to be Voted on Voting Page Recommendation Reference Proposal 1: Election of 11 Directors FOR each nominee 9. Proposal 2: Advisory Vote Approving Executive Compensation FOR 53. Proposal 3: Approve the Second Amendment to the 2015 LTIP FOR 54. Proposal 4: Ratification of the Selection of KPMG as Independent Auditor FOR 62. How to Vote You can vote using any of the following methods: ONLINE CALL MAIL IN PERSON. Completing, signing If you plan to attend the Annual Meeting in Online using By telephone and returning your person, you must request an admission ticket. your smartphone call to Proxy or voting Please see page 64 for details regarding how or computer at 1-800-690-6903 instruction card in the to request an admission ticket, and materials postage-paid envelope you must bring with you to the Annual Meeting.

9 Corporate Governance Highlights Relating to the Board Independent Chairman of the Board Annual evaluations of the Board, each committee, and individual directors Annual elections of the entire Board by majority Director retirement age policy of 75. votes cast in an uncontested election Mandatory resignation if a majority vote is not Meaningful director stock ownership guidelines received in an uncontested election Demonstrated commitment to Board refreshment Board committees comprised entirely of independent directors Relating to Stockholder Rights Ability of stockholders to call a special meeting Confidential Voting Policy Ability of stockholders to act by written consent No stockholder rights (poison pill) or similar plan Stockholder right to Proxy access Nominating Committee Policy for stockholder- recommended director nominees Biannual stockholder engagement program No super-majority voting requirements Occidental Petroleum Corporation 5.

10 Q. Director Nominees and Current Committee Memberships Committee Memberships Director Name Principal Occupation since Independent Spencer Abraham Chairman and Chief Executive Officer, The Abraham 2005. Group LLC. Howard I. Atkins Former Senior Executive Vice President and Chief 2010. Financial Officer, Wells Fargo Eugene L. Batchelder Former Senior Vice President and Chief Administrative 2013. Officer, ConocoPhillips John E. Feick Executive Chairman, Matrix Solutions Inc. 1998. Margaret M. Foran Chief Governance Officer, Senior Vice President and 2010. Corporate Secretary, Prudential Financial Carlos M. Gutierrez Co-Chair, Albright Stonebridge Group 2009. Vicki Hollub President and Chief Executive Officer, Occidental 2015. William R. Klesse Former Chief Executive Officer and Chairman of the 2013. Board, Valero Energy Jack B. Moore Former President and Chief Executive Officer, Cameron 2016. International Avedick B.