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Last year at Occidental Petroleum, shareholders voted against Occidental’s voluntary say-on-pay vote.  This year, according to recently filed additional soliciting material, ISS has supported Occidental’s say-on-pay proposal.

However, this year ISS has recommended shareholders vote against the five directors on the company’s nominating committee and Ray Irani, Occidental’s Chairman of the Board and CEO.  ISS bases this recommendation on its assertion that, “The appointment of the Executive Chair for a three-year term is not in the best interests of shareholders.”   It is no surprise that Occidental strongly disagrees with this ISS recommendation and believes that ISS’ analysis is deeply flawed.

Some of Occidental’s main points are:

  • Its business is successful.
  • As a result of last year’s failed say-on-pay vote, they met with shareholders and learned that the shareholders were extremely supportive of the company’s leadership, just not the level of compensation.
  • Last year’s say-on-pay vote dealt only with compensation and not with Mr. Irani’s leadership abilities.
  • ISS’ view on the merits of an Executive Chairman is theoretical and Occidental’s Board has to operate in the real world.

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