Item 3.03. Material Modification to Rights of Security Holders.



The information provided by Items 5.03 and 5.07 below with respect to the
approval by the Company's stockholders of an amendment to the Company's Amended
and Restated Certificate of Incorporation (the "Certificate of Incorporation")
is incorporated herein by reference.

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



As described under Item 5.07 below, California Resources Corporation (the
"Company") held its 2022 Annual Meeting of Stockholders (the "Annual Meeting")
on May 4, 2022. At the Annual Meeting, the Company's stockholders approved the
California Resources Corporation Employee Stock Purchase Plan (the "ESPP"),
which was approved and adopted by the Company's Board of Directors (the "Board")
as of February 22, 2022 (the "Adoption Date"), subject to stockholder approval
at the Annual Meeting. The effective date of the ESPP is the Adoption Date, and,
unless earlier terminated, the ESPP will expire on the tenth anniversary of the
Adoption Date. The ESPP will be administered by the Compensation Committee of
the Board.

The ESPP enables eligible employees to purchase shares of the Company's common
stock, par value $0.01 per share ("Common Stock"), at a discount through
participation in discrete offering periods. The ESPP is intended to qualify as
an employee stock purchase plan under section 423 of the Internal Revenue Code
of 1986, as amended. Up to a maximum of 1,250,000 shares of Common Stock may be
issued under the ESPP, subject to certain adjustments as set forth in the ESPP.
The number of shares of Common Stock that may be granted to any single
participant in any single option period will be subject to certain limitations
set forth in the ESPP.

A description of the material terms and conditions of the ESPP is provided on
pages 58-61 of the Company's proxy statement filed with the U.S. Securities and
Exchange Commission on March 22, 2022, which description and text are
incorporated herein by reference. The foregoing description of the ESPP does not
purport to be complete and is qualified in its entirety by the full text of the
ESPP, which is attached hereto as Exhibit 10.1 and incorporated herein by
reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.



On May 4, 2022, the stockholders approved the amendment of the Certificate of
Incorporation, and the amendment was filed with the office of the Secretary of
State of Delaware on May 5, 2022.

The amendment to the Certificate of Incorporation provides for the following:



•stockholders may remove directors with or without cause upon the affirmative
vote of the holders of at least a majority in voting power of the outstanding
shares of stock of CRC generally entitled to vote for the election of directors;

•stockholders may amend the following provisions of the Certificate of Incorporation by an affirmative vote of a majority of the outstanding shares of stock of CRC entitled to vote thereon:

•The Fifth Article, which addresses various provisions regarding the Board, including with respect to the removal of directors;

•The Sixth Article, which requires stockholders to act by meeting;



•The Seventh Article, which provides that special meetings of stockholders may
only be called by the Chief Executive Officer, the Chairman of the Board or the
Board of Directors;

•The Tenth Article, which addresses amendments to the Certificate of Incorporation;

•The Eleventh Article, which selects the forum for certain disputes; and


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•The Twelfth Article, which addresses director interests in certain business opportunities.



The foregoing description of the Certificate of Incorporation does not purport
to be complete and is qualified in its entirety by reference to the full text of
the amendment to the Certificate of Incorporation, which amendment is attached
as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference
herein.

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

(a) The Company held its 2022 Annual Meeting of Stockholders (the "Annual Meeting") on May 4, 2022.

(b) The following actions were taken at the Annual Meeting, for which proxies were solicited pursuant to Regulation

14A under the Exchange Act, and the final number of votes cast for, against or withheld, abstentions and broker

non-votes for each matter are set forth below:

1. The nine director nominees named in the Company's proxy statement were elected with the following


                  votes:

                                                                                             Broker
                  Nominee                            For               Withheld            Non-Votes
                  Andrew Bremner                   65,141,771          2,876,530            3,182,766
                  Douglas E. Brooks                67,783,834            234,467            3,182,766
                  Tiffany (TJ) Thom Cepak          64,247,085          3,771,216            3,182,766
                  James N. Chapman                 67,487,644            530,657            3,182,766
                  Mark A. (Mac) McFarland          67,850,307            167,994            3,182,766
                  Nicole Neeman Brady              67,685,649            332,652            3,182,766
                  Julio M. Quintana                67,783,970            234,331            3,182,766
                  William B. Roby                  67,633,156            385,145            3,182,766
                  Alejandra (Ale) Veltmann         67,872,067            146,234            3,182,766

2. The ratification of the selection of KPMG LLP as the Company's independent registered public accounting


                  firm for the fiscal year ending December 31, 2022 was

approved. The proposal received 71,164,864 votes


                  for; 35,766 votes against; and 437 abstentions.

3. The advisory vote to approve named executive officer compensation was approved. The proposal received


                  63,395,528 votes for; 4,615,526 votes against; 7,246

abstentions; and 3,182,766 broker non-votes.

4. The Employee Stock Purchase Plan was approved. The proposal received 68,010,433 votes for; 5,875 votes


                  against; 1,992 abstentions; and 3,182,766 broker

non-votes.

5a. The amendments to the Certificate of Incorporation to change the supermajority vote requirement for


                  stockholders to remove directors without cause to a

majority requirement was approved. The proposal


                  received 67,967,805 votes for; 6,279 votes against;

44,217 abstentions; and 3,182,766 broker non-votes.

5b. The amendments to the Certificate of Incorporation to change the supermajority vote requirement for


                  stockholders to amend certain provisions of the

Certificate of Incorporation to a majority requirement


                  was approved. The proposal received 67,966,824 votes for;

7,236 votes against; 44,241 abstentions; and


                  3,182,766 broker non-votes.


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Item 9.01 Financial Statements and Exhibits



(d)  Exhibits

     Exhibit No.                                            Description
         3.1*                  Certificate of Amendment to Amended and Restated Certificate of
                             Incorporation of California Resources Corporation.
        10.1*                  C    alifornia Resources Corpora    tion Employee Stock Pur    chase
                             Plan    .
         104*                Cover Page Interactive Data File (embedded within the Inline XBRL
                             document).


_______________
* Filed herewith.
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