Occidental Petroleum Corp. on July 22 sharply criticized activist investor Carl Icahn's efforts to oust and replace four of its directors, and attacked his slate of board nominees as inadequate for the job.

Icahn, who owns 4.4% stake in the Houston-based oil and gas producer, launched a proxy fight last week, arguing that the company overpaid for Anadarko Petroleum Corp. and failed to give shareholders a say in the proposed $38 billion deal.

The proxy fight is unlikely to stop the Anadarko deal, but would influence the pace and direction of billions of dollars of asset sales that will result after the acquisition closes.

"None" of Icahn's nominees "possess skills, experience or expertise that are additive or superior to our existing directors," wrote Occidental CEO Vicki Hollub and Chairman Eugene Batchelder in a letter to shareholders.



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Icahn Enterprises responded by circulating a draft letter to Occidental holders that hit the lack of a vote on the proposed acquisition, which it called a "massive and risky Anadarko bet that gambles the company's future ...."

The hedge fund further described the two directors' pay as excessive and called the Anadarko purchase a "de facto poison pill to ensure Oxy remains a stand-alone company, thus ensuring Hollub and Batchelder keep their jobs, power, and lucrative compensation."

Icahn's nominees are John Hofmeister, former president of Shell Oil Co.; Alan LeFevre, former finance chief of consumer goods firm Jarden Corp.; and Nicholas Graziano and Andrew Langham, executives with Icahn's investment company.

Occidental also called on shareholders to reject the consent solicitation put forward by Icahn to get a vote on his nominees.

If Icahn gets enough signatures to go ahead with a solicitation, holders of a majority of outstanding shares would still have to approve the removal and replacement of each director, an Occidental spokesman said.