Occidental (NYSE: OXY) taps COO Richard Jackson as CEO amid strong vote
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Occidental Corporation announced a planned CEO transition and reported results from its 2026 Annual Meeting of Shareholders. President and CEO Vicki Hollub will retire effective June 1, 2026, in an eligible retirement under the company’s Retirement Policy, and will continue to serve on the Board.
The Board unanimously appointed Richard A. Jackson, currently Senior Vice President and Chief Operating Officer, to become President, CEO and a director as of the transition date. His compensation will include a $1.4 million base salary, a target annual cash incentive equal to 150% of salary, and $6 million in restricted stock units vesting over three years.
At the 2026 annual meeting, all named director nominees received strong support, generally between about 96.66% and 99.18% of votes cast, and two additional proposals each received more than 94% support.
Positive
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Negative
- None.
Insights
Occidental sets up an orderly CEO succession with strong shareholder backing.
Occidental is executing a planned leadership transition. Long‑tenured CEO Vicki Hollub will retire as of June 1, 2026, but remain on the Board, which helps preserve institutional knowledge while handing day‑to‑day control to incoming CEO Richard Jackson.
Jackson’s package—$1.4 million base salary, a target bonus at 150% of salary, and $6 million in restricted stock units vesting over three years—ties a substantial portion of his upside to continued service and, indirectly, performance. The filing notes no related‑party transactions or family relationships, underscoring independence.
Shareholder support for directors and other proposals was very high, with director support generally above 96% of votes cast and two additional proposals receiving over 94% support. This combination of orderly succession and strong voting results suggests continuity in governance, with future disclosures likely providing more insight into Jackson’s strategic priorities.
8-K Event Classification
4 items: 5.02, 5.07, 7.01, 9.01
4 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.07
Submission of Matters to a Vote of Security Holders
Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Incoming CEO base salary: $1,400,000 per year
Target annual cash incentive: 150% of base salary
Restricted stock unit grant: $6,000,000 in RSUs
+4 more
7 metrics
Incoming CEO base salary
$1,400,000 per year
Richard A. Jackson compensation as President and CEO effective on or about the Transition Date
Target annual cash incentive
150% of base salary
Richard A. Jackson target bonus as President and CEO
Restricted stock unit grant
$6,000,000 in RSUs
Grant to Richard A. Jackson vesting in equal annual installments over three years
CEO transition date
June 1, 2026
Effective date of Vicki Hollub’s retirement and Richard Jackson’s appointment
Votes for Vicki Hollub as director
709,192,695 votes (98.53% for)
Director election at 2026 Annual Meeting
Proposal with 94.34% support
679,690,815 votes for (94.34%)
First non-director proposal at 2026 Annual Meeting
Proposal with 97.70% support
817,350,114 votes for (97.70%)
Second non-director proposal at 2026 Annual Meeting
Key Terms
eligible retirement, restricted stock units, broker non-votes, Regulation 14A, +2 more
6 terms
eligible retirement financial
"determined that Ms. Hollub’s retirement as President and CEO will be treated as an eligible retirement under Occidental’s Retirement Policy"
restricted stock units financial
"Mr. Jackson will also receive a grant of restricted stock units valued at $6,000,000"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
broker non-votes financial
"and abstentions and broker non-votes, as applicable, for each matter are set forth below"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
Regulation 14A regulatory
"for which proxies were solicited pursuant to Regulation 14A under the Securities Exchange Act of 1934"
Regulation 14A is a U.S. securities rule that governs how companies prepare, disclose and distribute proxy materials when asking shareholders to vote on matters like board elections, mergers or executive pay. Think of it as a rulebook and checklist that forces clear, timely information and limits misleading persuasion so investors can make informed voting choices; those votes can change who runs a company and influence its strategy and value.
Regulation FD Disclosure regulatory
"Item 7.01 Regulation FD Disclosure. On May 1, 2026, Occidental issued a press release"
Regulation FD disclosure requires public companies to share important, market-moving information with everyone at the same time instead of tipping off analysts or large investors first. Think of it as making sure all players on a field hear the same announcement simultaneously; that fairness helps investors trust that stock prices reflect the same information and reduces the risk of sudden, unfair trading advantages or regulatory penalties for selective leaks.
Retirement Policy financial
"will be treated as an eligible retirement under Occidental’s Retirement Policy"
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
(Exact Name of Registrant as Specified in its Charter)
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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(Address of Principal Executive Offices)
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(Zip Code)
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class
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Trading Symbol(s)
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Name of Each Exchange on Which Registered
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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.
| 1. |
The ten nominees proposed by the Board were elected by Occidental’s shareholders by the following votes:
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Nominee
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For
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% For
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Against
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Abstain
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Broker
Non-Votes |
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Vicky A. Bailey
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701,817,615
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97.52%
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17,880,864
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752,120
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116,147,017
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Andrew Gould
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708,849,734
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98.49%
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10,856,879
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743,986
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116,147,017
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Carlos M. Gutierrez
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699,127,005
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97.14%
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20,574,299
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749,295
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116,147,017
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Vicki Hollub
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709,192,695
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98.53%
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10,579,265
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678,639
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116,147,017
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William R. Klesse
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703,585,193
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97.76%
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16,098,131
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767,275
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116,147,017
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Jack B. Moore
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707,868,416
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98.36%
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11,801,864
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780,319
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116,147,017
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Claire O’Neill
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711,252,493
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98.83%
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8,442,677
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755,429
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116,147,017
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Avedick B. Poladian
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695,640,197
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96.66%
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24,009,671
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800,731
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116,147,017
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Kenneth B. Robinson
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709,794,523
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98.62%
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9,903,206
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752,870
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116,147,017
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Robert M. Shearer
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713,765,531
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99.18%
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5,922,115
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762,953
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116,147,017
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The advisory vote to approve named executive officer compensation was approved by Occidental’s shareholders by the following vote:
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For
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679,690,815
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94.34%
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Against
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38,852,814
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5.40%
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Abstain
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1,906,970
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0.26%
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Broker Non-Votes
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116,147,017
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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:
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For
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817,350,114
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97.70%
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Against
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17,887,435
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2.14%
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Abstain
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1,360,067
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0.16%
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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.
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Exhibit No.
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Description
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99.1
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Press Release, dated May 1, 2026,
issued by Occidental.
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document).
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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 | ||||
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May 4, 2026
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By:
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/s/ Nicole E. Clark | ||
| Name: | Nicole E. Clark | |||
| Title: | Vice President, Chief Compliance Officer and Corporate Secretary | |||
Exhibit 99.1
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PRESS
RELEASE
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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
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Media
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Investors
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Eric Moses
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Babatunde A. Cole
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713-497-2017
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713-552-8811
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eric_moses@oxy.com
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investors@oxy.com
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FAQ
When will Vicki Hollub retire as Occidental (OXY) CEO and what is her ongoing role?
Vicki Hollub will retire as Occidental’s President and CEO effective June 1, 2026. Her retirement qualifies as an eligible retirement under Occidental’s Retirement Policy, and she will continue serving on the company’s Board of Directors to provide continuity and strategic guidance.
Who is Richard Jackson, Occidental’s new CEO, and what experience does he bring?
Richard A. Jackson will become Occidental’s President and CEO on June 1, 2026. He has over 25 years of oil and gas experience, joined Occidental in 2003, and most recently served as Senior Vice President and Chief Operating Officer, holding multiple key technical and leadership roles.
What compensation will Richard Jackson receive as Occidental (OXY) CEO?
Upon becoming CEO, Richard Jackson’s base salary will be $1,400,000 per year. His target annual cash incentive will equal 150% of base salary, and he will receive $6,000,000 in restricted stock units vesting in equal installments over three years, subject to continued service.
What were the results of the two non-director proposals at Occidental’s 2026 meeting?
Shareholders cast 679,690,815 votes for one proposal, representing 94.34% support, with 38,852,814 against. A second proposal received 817,350,114 votes for, or 97.70% support, with 17,887,435 against. Both proposals also recorded smaller abstentions, indicating broad shareholder approval overall.