STOCKHOLDER PROPOSALS AND NOMINATIONS FOR ANADARKO’S
2019 ANNUAL MEETING OF STOCKHOLDERS
If the transaction is completed in 2019, Anadarko will become an indirect wholly owned subsidiary of Occidental and, consequently, will not hold an annual meeting of its stockholders in 2019. If the transaction is not adopted by the requisite vote of the Anadarko stockholders or if the merger is not completed for any other reason, Anadarko intends to hold an annual meeting of its stockholders in 2019 (the “Anadarko 2019 annual meeting”). The Anadarko 2019 annual meeting has been indefinitely postponed by the Anadarko Board pending the outcome of the merger.
Stockholder proposals submitted for inclusion in Anadarko’s proxy statement and proxy card for the Anadarko 2019 annual meeting pursuant to Rule 14a-8 promulgated under the Exchange Act would have to have been received by Anadarko’s corporate secretary no later than November 30, 2018 if the Anadarko 2019 annual meeting were to be held within 30 days of May 15, 2019. However, given the pendency of the merger, Anadarko does not currently expect to hold the Anadarko 2019 annual meeting more than 30 days before or after May 15, 2019, and, accordingly, such stockholder proposals will have to be received by Anadarko a reasonable time before Anadarko begins to print and send its proxy materials for the Anadarko 2019 annual meeting.
If the Anadarko 2019 annual meeting occurs, the Anadarko by-laws allow Anadarko stockholders of record to present proposals that are proper subjects for consideration at an annual meeting and/or nominate persons to serve on the Anadarko Board at an annual meeting or special meeting of Anadarko stockholders at which directors are to be elected. The Anadarko by-laws require all stockholders who intend to make such proposals or nominations at an annual stockholder meeting or special stockholder meeting to provide a written notice, including the information specified in the Anadarko by-laws, to Anadarko’s corporate secretary not earlier than the close of business on the 120th day and not later than the 90th day prior to the first anniversary of the preceding year’s annual meeting of Anadarko stockholders. To be eligible for consideration at the Anadarko 2019 annual meeting, notices would have to have been received by Anadarko between January 15, 2019 and
February 14, 2019. In the event that the Anadarko 2019 annual meeting is scheduled to be held on or after July 15, 2019, such stockholder notice to be timely must be so delivered not earlier than the close of business on the 120th day prior to the date of such annual meeting and not later than the close of business on the later of the 90th day prior to such annual meeting or, if the first public announcement of the date of such annual meeting is less than 100 days prior to the date of such annual meeting, the 10th day following the day on which public announcement of the date of such meeting is first made by Anadarko.
In addition, the Anadarko by-laws permit any stockholder or group of up to 20 stockholders who have maintained continuous qualifying ownership of 3% or more of the outstanding Anadarko common stock for at least three years as of the date of the stockholder notice, and thereafter continue to own such required shares through such annual meeting of stockholders, to include up to a specified number of director nominees in Anadarko’s proxy materials for an annual meeting. To be eligible for consideration at the Anadarko 2019 annual meeting, notice of a nomination under Anadarko’s proxy access by-law provisions would have to have been delivered by a stockholder to Anadarko’s corporate secretary not later than the close of business on the 120th day, nor earlier than the close of business on the 150th day, prior to the first anniversary of the date the proxy statement was first sent to stockholders in connection with the preceding year’s annual meeting. In the event that Anadarko is required to hold a 2019 annual meeting, if the date of the annual meeting is more than 30 days before or more than 60 days after such anniversary date, notice by the stockholder must be so delivered not earlier than the close of business on the 150th day prior to the Anadarko 2019 annual meeting and not later than the close of business on the later of the 120th day prior to the Anadarko 2019 annual meeting or, if the first public announcement of the date of the Anadarko 2019 annual meeting is less than 100 days prior to the date of such meeting, the 10th day following the day on which Anadarko publicly announces the date of the Anadarko 2019 annual meeting.
