By Gary McWilliams
HOUSTON, July 18 (Reuters) - Activist investor Carl Icahnformally launched on Thursday a proxy fight against OccidentalPetroleum to win control of four board seats, aregulatory filing showed, after talks with the oil company's CEOfailed to reach an agreement.
Icahn, who owns 4.4% of Occidental shares, said last monthhe planned to launch a proxy fight to oust and replace fourOccidental directors. Icahn has blasted the Houston-based oiland gas producer for failing to give owners a say on itsproposed $38 billion acquisition of Anadarko Petroleum,which he has called "misguided and hugely overpriced".
"Occidental refused to craft a compromise and so we'llhappily take our case to stockholders which the company shouldhave done with this bet-the-company transaction," Icahn toldReuters on Thursday.
"We prefer to have peace and have a great record in reachingsettlements," Icahn added.
Icahn's use of a consent solicitation to elect directorswould require a majority of shares outstanding to be voted infavor, a greater hurdle than a special meeting of shareholders,according to an Occidental spokesman. Occidental has urgedshareholders to reject the activist's proxy, calling the request"not in the best interests of Occidental or its shareholders".
If Icahn's solicitation is successful, the record date for avote on the Icahn candidates could be scheduled as soon asSeptember or October.
In the filing with the Securities and Exchange Commission,Icahn identified his four candidates for the board: JohnHofmeister, the former president of Shell Oil Company; AlanLeFevre, the former finance chief of consumer goods firm JardenCorp; and Nicholas Graziano and Andrew Langham, two executiveswith Icahn's own investment company.
Icahn spoke with Occidental CEO Vicki Hollub on July 10 inan 11th-hour effort to reach a compromise and avert a proxyfight. His associates also spoke with Occidental executivestwice earlier this month, according to the filing.
The investor expects to schedule meetings with Occidentalshareholders in the next four weeks to press the case for boardseats. The proxy fight is unlikely to stop the Anadarko deal,but would influence the pace and direction of billions ofdollars of asset sales that will result after the acquisitioncloses.
Occidental has proposed selling Anadarko's Africa assets,including a proposed Mozambique liquefied natural gas projectestimated to cost $20 billion. Anadarko also owns significantoffshore wells and production platforms in the U.S. Gulf ofMexico.
Freeport-McMoRan, which in 2016 sold some of thosesame offshore assets to Anadarko, did so while under pressurefrom Icahn's investment fund, which held seats on the miningfirm's board.
Anadarko shareholders are expected vote in favor of theOccidental deal on Aug. 8.(Reporting by Gary McWilliams; Editing by Leslie Adler andMuralikumar Anantharaman)
