DEFA14A 1 crc-20160323xdefa14a.htm DEFA14A crc_Current Folio_DEFA14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 14A INFORMATION

 

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.     )

 

 

 

 

Filed by the Registrant  

 

Filed by a Party other than the Registrant  

 

Check the appropriate box:

Preliminary Proxy Statement

 

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material under §240.14a-12

 

CALIFORNIA RESOURCES CORPORATION

 

(Name of Registrant as Specified In Its Charter)

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

 

Payment of Filing Fee (Check the appropriate box):

No fee required.

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

(1)

Title of each class of securities to which transaction applies:

 

 

 

 

(2)

Aggregate number of securities to which transaction applies:

 

 

 

 

(3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

 

 

 

 

(4)

Proposed maximum aggregate value of transaction:

 

 

 

 

(5)

Total fee paid:

 

 

 

Fee paid previously with preliminary materials.

 

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

(1)

Amount Previously Paid:

 

 

 

 

(2)

Form, Schedule or Registration Statement No.:

 

 

 

 

(3)

Filing Party:

 

 

 

 

(4)

Date Filed:

 

 

 

 


 

CRC Notice and Access Card

important notice regarding the internet availability of Proxy materials for the annual meeting of Stockholders of to Be held on wednesday, may 4, 2016 at 11:00 a.m. Pacific time Bakersfield marriott at the Convention Center 801 truxtun Avenue, Bakersfield, California 93301 ComPanY nUmBer aCCoUnt nUmBer ControL nUmBer this communication presents only an overview of the more complete proxy materials that are available to you on the internet. we encourage you to access and review all of the important information contained in the proxy materials before voting. if you want to receive a paper or e-mail copy of the proxy materials you must request one. there is no charge to you for requesting a copy. to facilitate timely delivery, please make the request as instructed below before april 24, 2016. Please visit http://www.astproxyportal.com/ast/19727, where the following materials are available to view: • Notice of 2016 Annual Meeting and Proxy Statement • Form of Electronic Proxy Card • Annual Report to Stockholders to oBtain teLePhone: 888-Proxy-na (888-776-9962) or 718-921-8562 (for international callers) ProXY materiaLS: e-maiL: info@amstock.com weBSite: http://www.amstock.com/proxyservices/requestmaterials.asp to Vote: onLine: To access your online proxy card, please visit www.voteproxy.com and follow the on-screen instructions or scan the QR code with your smartphone. You may enter your voting instructions at www.voteproxy.com up until 11:59 p.m. Eastern Time the day before the meeting date. in PerSon: You may vote your shares in person by attending the Annual Meeting. See admission ticket on reverse side. teLePhone: To vote by telephone, please visit www.voteproxy.com to view the materials and to obtain the toll free number to call. You may vote by telephone until 11:59 p.m Eastern Time the day before the meeting date. maiL: You may request a card by following the instructions above. 1. Election of Class II directors. 2. Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2016. 3. Advisory vote to approve named executive officer compensation. 4. Approval of the Amended and Restated California Resources Corporation Long-Term Incentive Plan. 5. Approval of the First Amendment to the California Resources Corporation 2014 Employee Stock Purchase Plan. 6. Approval of an amendment and restatement of California Resources Corporation’s Amended and Restated Certificate of Incorporation to (a) effect a reverse stock split which will reduce the number of shares of outstanding common stock in accordance with a ratio to be determined by our Board of Directors within a range of one share of common stock for every 5 to 30 shares of common stock (or any number in between) currently outstanding; and (b) reduce by a corresponding proportion the number of authorized shares of common stock and preferred stock. 7. To transact any other business that may properly come before the annual meeting or any adjournments or postponements thereof. In their discretion, the proxies are authorized to vote upon such other business as may properly come before the Annual Meeting. Please note that you cannot use this notice to vote by mail.

 


 

CRC Notice and Access Card

aDmiSSion tiCket if you plan to attend the annual meeting of stockholders, you will not be admitted to the meeting without valid government-issued photo identification (such as a driver’s license or passport) and this admission ticket or other proof of stock ownership as of march 7, 2016, the record date.