Occidental Petroleum : 2020 Proxy Statement

2021

PROXY STATEMENT

Notice of Annual Meeting of Shareholders

Annual Meeting | Friday, May 7, 2021 | Live Webcast

OUR VISION

We will lead the industry by reaching for the impossible, then achieving it.

We do this by having the right assets in the hands of remarkable people driven by a passion to outperform.

OUR VALUES

Lead with Passion

Outperform Expectations

Deliver Results Responsibly

Unleash Opportunities

Commit to Good

MESSAGE FROM THE

BOARD OF DIRECTORS

Dear Shareholders,

We cordially invite you to attend Occidental's 2021 Annual Meeting of Shareholders. The meeting will be held via live webcast on Friday, May 7, 2021 at

8:00 a.m. Central Time. A meeting agenda and details follow, as well as voting instructions. You will be able to participate in the 2021 Annual Meeting online at www.virtualshareholdermeeting.com/OXY2021 and may submit questions and vote your shares electronically (other than shares held through our employee benefit plans, which must be voted prior to the meeting). The attached Notice of the 2021 Annual Meeting of Shareholders and proxy statement provide details on how to join the meeting and the business we plan to conduct.

Responding to COVID-19

The COVID-19 pandemic significantly impacted the global economy, the oil and gas industry and our business. We are saddened by the losses that the pandemic has inflicted across the world. Throughout this unprecedented time, our highest priority has been the health and safety of our employees, customers and the communities in which we operate. The Board and Occidental's executive team collaborated closely to ensure that Occidental supported each of these groups during this time of crisis. Occidental implemented work-from-home policies for those employees able to work remotely and instituted heightened practices for safety and health at work sites. With these measures in place, our dedicated workforce continued to develop innovative solutions and deliver for shareholders.

Outside of the workplace, we remain committed to supporting our communities through this pandemic. Occidental provided much-needed resources to these communities during the pandemic, including donations of personal protection equipment to Houston Methodist Hospital in Houston, Texas and St. Charles Parish Hospital in Luling, Louisiana.

Strengthening our Balance Sheet

With the COVID-19 pandemic, oil demand decreased over the course of 2020 and to date has not fully recovered in 2021. As COVID-19 and the response to it continue to evolve, the outlook for the oil and gas industry is subject to a significant level of uncertainty. Given the challenges that this environment presents, we have taken, and continue to take, actions to strengthen Occidental's balance sheet and reduce our debt.

In May 2020, the Board made the difficult decision to reduce Occidental's quarterly dividend to $0.01 per share. This reduction aligns with other measures taken to position the company to succeed in a low commodity price environment. Furthermore, total overhead and operating costs were $1.3 billion and $900 million lower, respectively, in 2020 compared to 2018, the year our synergy realization program began. The majority of cost reductions are expected to be permanent as Occidental returns to normalized activity levels.

Occidental also made significant strides in leveling out our debt maturity profile in 2020 by refinancing approximately $7.0 billion of near-term maturities. Exceeding the $2.0 billion divestiture target set for 2020, Occidental used divestiture proceeds to reduce the company's outstanding debt by $2.4 billion in 2020 and plans to reduce outstanding debt using divestiture proceeds and free cash flow in 2021. In February 2021, Occidental announced a $2.9 billion capital budget for 2021, which prioritizes free cash flow and sustains fourth quarter 2020 production.

As we oversee Occidental's strategy through this critical period and beyond, we believe the company's operational excellence, repositioned cost structure, asset portfolio and commitment to capital discipline strengthen the company's financial position and ultimately will enable us to return value to our shareholders.

Taking a Measured Approach to Compensation

Consistent with the company's cost-cutting initiatives, the Executive Compensation Committee of the Board (the Compensation Committee) retracted planned 2020 salary increases and significantly reduced named executive officer (NEO) base salaries for 2020. The cumulative actions of the Compensation Committee reduced CEO compensation during 2020 such that Ms. Hollub's 2020 earned base salary represents a reduction of approximately 54% from her 2019 annual salary rate.

The Compensation Committee also determined not to adjust long-term incentive awards granted in February 2020, a meaningful portion of which are subject to performance conditions established prior to the pandemic. In addition, the Compensation Committee recognized mid-year that the company's original business plan and annual incentive objectives no longer reflected Occidental's business priorities under the prevailing market conditions.

2021 Proxy Statement

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Message from the Board of Directors

To respond to these changes, and to better align performance with shareholder interests, the Compensation Committee reframed full-year goals for the annual bonus program to become second-half goals focused on the company's new priorities. Consistent with other reduction measures, the Compensation Committee also limited the total annual bonus payout opportunity to 50% of the original target amounts.

In February 2021, the Compensation Committee approved several compensation program actions that maintain strong pay-for-performance alignment, respond to specific shareholder feedback about our programs and support Occidental's low-carbon strategy. In particular, the Compensation Committee:

• increased the sustainability metric to comprise a greater proportion of the annual bonus;
• established a link between potential bonus payouts and the advancement of our net emission reduction efforts; and
• reduced CEO direct target compensation for 2021 by 29% compared to the pre-COVID level.

The Compensation Committee remains fully committed to Occidental's pay-for-performance philosophy. As described later, the compensation that NEOs have actually realized or are on track to realize aligns with Occidental's performance and the experience of our shareholders over the past several years.

Advancing a Low-Carbon Future

Occidental recognizes that climate change must be addressed by the oil and gas industry and is committed to using the company's experience with carbon management and large-scale carbon separation, transportation, use and storage as part of enhanced oil recovery to advance a more sustainable, low-carbon future. In November 2020, Occidental set a target to reach net-zero emissions associated with our operations before 2040 and an ambition to achieve net-zero emissions associated with the use of our products by 2050. We believe Occidental can provide a solution for partners in other industries as well and have formed partnerships with United Airlines and Spotify. We encourage you to review our 2020 Climate Report, available online at https://www.oxy.com/Sustainability/overview/Documents/ ClimateReport2020.pdf.

Diversity, Inclusion and Belonging

Occidental aspires to create a culture of diversity, inclusion and belonging where differences are appreciated, all employees are included and everyone feels that they belong. The events of this past year highlighting racial injustice in our society made clear that the struggle for racial equality continues and there is much work to be done. The Board of Directors is committed to working with and supporting Occidental's management team as we strive to ensure that individuals can truly feel that they belong, both at Occidental and in the communities we serve.

Board Nominees

This year's Board nominees represent a wide, diverse range of experiences, perspectives and skills and reflect the Board's active commitment to director refreshment. We believe the well-roundedness of the nominees meaningfully contributes to the effective oversight of Occidental's strategic plan and risk management, and the nominees have the skills and experiences to help navigate Occidental through the current difficult macro environment and into the future. Of our 11 Board nominees, 10 are independent, which includes our Board Chairman, Board Vice Chairman and all members of the Board's committees. We thank you for your past support of our Board and ask that you vote to elect all of this year's nominees.

Share Your Views

As always, we value your views and encourage you to share your opinions with us. Occidental proactively engaged with shareholders collectively representing a majority of shares outstanding in 2020, with independent director participation in many of these discussions. If you would like to write to the Board, you may address your correspondence to the Board of Directors, in care of the Corporate Secretary, Occidental Petroleum Corporation, 5 Greenway Plaza, Suite 110, Houston, Texas 77046.

Thank you for your continued support of Occidental.

Sincerely,

On Behalf of Your Board,

Stephen I. Chazen	Jack B. Moore	Vicki Hollub
Independent Chairman	Vice Chairman	President and
of the Board	of the Board	Chief Executive Officer

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NOTICE OF ANNUAL MEETING

OF SHAREHOLDERS

You are cordially invited to attend Occidental's 2021 Annual Meeting of Shareholders, to be held at 8:00 a.m. Central Time on Friday, May 7, 2021, via live webcast at www.virtualshareholdermeeting.com/OXY2021.

Date and Time

Location

Record Date

Friday, May 7, 2021

Live webcast:

Each shareholder of record as of the close of

at 8:00 a.m.

www.virtualshareholdermeeting.

business on March 12, 2021 (the record date) is

Central Time

com/OXY2021

entitled to receive notice of, attend and vote at the

meeting.

Items of Business

At the meeting, our shareholders will be asked to act on the following matters and consider any other matters as may properly come before the meeting:

Proposal	Board Recommendation	More information
1.	Elect the eleven directors named in the proxy statement to serve until the 2022 Annual Meeting	%% FOR	Page 16
2.	Approve, on an advisory basis, named executive officer compensation	%% FOR	Page 33
3.	Ratify the selection of KPMG as Occidental's independent auditor	%% FOR	Page 71

Occidental began furnishing proxy materials to shareholders on March 26, 2021.

Notice and Attendance

A Notice of Internet Availability (NOIA) or proxy card is being mailed beginning on March 26, 2021 to each shareholder of record as of the record date. In light of current information and guidance about the COVID-19 pandemic, to protect the health and well-being of our shareholders and employees, we have decided to hold the 2021 Annual Meeting solely by virtual means. Shareholders of record as of the record date will be able to attend the 2021 Annual Meeting via live webcast, view the list of our shareholders of record, vote and submit questions during the meeting by visiting www.virtualshareholdermeeting.com/OXY2021. To participate in the Annual Meeting, shareholders of record must enter the 16-digit control number that appears on your proxy card. If your shares are held in street name and your voting instruction form indicates that you may vote those shares through the http://www.proxyvote.com website, then you may join the 2021 Annual Meeting with the 16-digit access code indicated on that voting instruction form. Otherwise, shareholders who hold their shares in street name should contact their bank, broker or other nominee (preferably at least five days before the 2021 Annual Meeting) and obtain a "legal proxy" in order to be able to join the 2021 Annual Meeting. We intend to return to hosting in-person annual meetings in 2022. Please see "Admission to the Annual Meeting" on page 76 for additional information.

How to Vote

Your vote is extremely important. Regardless of whether or not you plan to attend the 2021 Annual Meeting, we encourage you to vote using any of the methods listed below. This will ensure that your shares are represented and will save Occidental additional expenses of soliciting proxies.

^ Internet

Call

Mail

Virtual Meeting

Online using your smartphone or

By telephone call to the toll-free

Completing, signing and returning

If you plan to participate in the 2021

computer at the website listed

number listed on your proxy card or

your proxy card or voting instruction

Annual Meeting via the live webcast,

on the NOIA, proxy card or voting

voting instruction form

form in the postage-paid envelope

you may vote online during the meeting

instruction form

provided

using your smartphone or computer

If you have any questions or require any assistance in voting your shares, please contact Alliance Advisors, Occidental's proxy solicitor, toll-free at 844-885-0175 or at 210-209-8052 or by email at [e-mail].

By Order of the Board,

Nicole E. Clark

Vice President, Deputy General Counsel and Corporate Secretary

March 26, 2021

2021 Proxy Statement

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