July 22 (Reuters) - Occidental Petroleum Corp onMonday sharply criticized activist investor Carl Icahn's effortsto oust and replace four of its directors, and attacked hisslate of board nominees as inadequate for the job.
Icahn, who owns 4.4% stake in the Houston-based oil and gasproducer, launched a proxy fight last week, arguing that thecompany overpaid for Anadarko Petroleum and failed togive shareholders a say in the proposed $38 billion deal.
The proxy fight is unlikely to stop the Anadarko deal, butwould influence the pace and direction of billions of dollars ofasset sales that will result after the acquisition closes.
"None" of Icahn's nominees "possess skills, experience orexpertise that are additive or superior to our existingdirectors," wrote Occidental Chief Executive Officer VickiHollub and Chairman Eugene Batchelder in a letter toshareholders.
Icahn Enterprises responded by circulating a draft letter toOccidental holders that hit the lack of a vote on the proposedacquisition, which it called a "massive and risky Anadarko betthat gambles the Company's future ...."
The hedge fund further described the two directors' pay asexcessive and called the Anadarko purchase a "de facto poisonpill to ensure Oxy remains a stand-alone company, thus ensuringHollub and Batchelder keep their jobs, power, and lucrativecompensation."
Icahn's nominees are John Hofmeister, former president ofShell Oil Co; Alan LeFevre, former finance chief of consumergoods firm Jarden Corp; and Nicholas Graziano and AndrewLangham, executives with Icahn's investment company.
Occidental also called on shareholders to reject the consentsolicitation put forward by Icahn to get a vote on his nominees.
If Icahn gets enough signatures to go ahead with asolicitation, holders of a majority of outstanding shares wouldstill have to approve the removal and replacement of eachdirector, an Occidental spokesman said.
(Reporting by Arundhati Sarkar in Bengaluru; Editing by ArunKoyyur and Richard Chang)
