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The shareholders of Occidental Petroleum voted in favor of lowering the threshold required for the calling of a special meeting, which will facilitate the opposition of disgruntled investors to the board of directors, following the anger provoked by the company's agreement on Anadarko.
At the annual meeting of Occidental in Houston on Friday, a proposal to reduce the percentage of shareholders required to call a special meeting was supported by investors representing 60% of the shares voted, in defiance of the opposition of the board of directors. Western administration.
Westerners' fears of paying too much for Anadarko, which were expressed by some shareholders, have also resulted in the fact that large minorities have voted against the appointment of appointed directors to the board. The appointments were supported by investors representing between 70% and 82% of the voting rights.
The meeting, which was held in a windowless conference room in the basement of the Western headquarters building, attracted a relatively small crowd of about 100 people. Despite the public statements of some shareholders who opposed the agreement with Anadarko, the president of the company asked if a comment or ask a question, no one has spoken.
The asset manager, T Rowe Price, who holds about 3% stake in Occidental, said earlier this week that he intended to vote against the board because of "significant concerns" about the Anadarko operation and the anger of the refusal of the shareholders vote.
By restructuring the agreement to increase the cash component, Occidental has reduced the number of new shares it has to issue to just under 20% of its equity, meaning that it was no longer necessary to submit acquisition for shareholder approval.
Anadarko accepted Western West's bid for money and shares on Thursday night, after Chevron refused to pass its competing bid above the $ 48 billion agreed by the companies last month.
At the meeting, Occidental CEO Vicki Hollub presented the case for the acquisition, saying she could consider a $ 10 billion increase in the value of Anadarko's assets in the basin. Permian, in western Texas. "That's why we were able to offer an additional $ 5 billion [than Chevron]," she says.
"We will do this job. We will achieve these synergies. And that will end up being a very good thing for our shareholders. "
Investor voting on the calling of special meetings is only advisory value, but companies generally respond to shareholder views on this issue and similar governance issues.
The investor who proposed the rule change said in the proxy statement of the meeting that the change would give shareholders more powers to replace directors, highlighting individual board members like Eugene Batchelder, who retired "And has not served on any other board that matters its current skills".
The investor also complained about a "five-year drought" for Occidental's share price, noting that it had dropped from $ 91 to $ 72. Since then, it has dropped again, to about $ 55 Friday afternoon.
Occidental's board opposed the proposal, which called for a 25 to 15 percent reduction in the proportion of actions needed to allow supporters to call a special meeting. Counsel argued that the 25% threshold "establishes an appropriate balance" between shareholder rights and the risk that a "small minority of shareholders will incur administrative and financial expenses related to the holding of a meeting to deal with of a closely justified interest ".
Approximately 40% of incorporated S & P 500 companies, such as Occidental, in Delaware do not allow shareholders to call special meetings, and of these, 63% have a minimum threshold of 25%.
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