| Item 1. | The Merger Proposal |
(Item 1 on Anadarko Proxy Card)
In the merger proposal, Anadarko is asking its stockholders to adopt the merger agreement. Approval of the merger proposal by Anadarko stockholders is required for completion of the merger. The merger proposal requires the affirmative vote of holders of a majority of the outstanding shares of Anadarko common stock entitled to vote thereon. Each share of Anadarko common stock outstanding on the record date of the special meeting is entitled to one vote on this proposal. Failures to vote, broker non-votes and abstentions will have the same effect as a vote cast “AGAINST” the approval of such proposal.
The Anadarko Board unanimously recommends a vote “FOR” the merger proposal (Item 1).
| Item 2. | The Merger-Related Compensation Proposal |
(Item 2 on Anadarko Proxy Card)
In the merger-related compensation proposal, Anadarko is asking its stockholders to approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to Anadarko’s named executive officers that is based on or otherwise relates to the merger. The merger-related compensation proposal requires the affirmative vote of holders of a majority of the outstanding shares of Anadarko common stock present in person or represented by proxy at the special meeting and entitled to vote thereon. Failures to vote and broker non-votes will have no effect on the vote for this proposal (assuming a quorum is present); abstentions will have the same effect as a vote cast “AGAINST” the approval of this proposal.
Because the vote on the merger-related compensation proposal is advisory only, it will not be binding on either Anadarko or Occidental. Accordingly, if the merger proposal is approved and the merger is completed, the merger-related compensation will be payable to Anadarko’s named executive officers, subject only to the conditions applicable thereto, regardless of the outcome of the approval of the merger-related compensation proposal.
The Anadarko Board unanimously recommends a vote “FOR” the merger-related compensation proposal (Item 2).
