Occidental Shareholders Vote Out Long-Time Chairman Irani

The company had been forced to deny there was a fight at the top after the Wall Street Journal reported pressure from Irani for Chief Executive Steve Chazen to leave, even though Chazen had the support of several big investors.

More than three-quarters of the votes cast went against Irani, according to a tally released late on Friday. Earlier, Chazen had said at the annual shareholder meeting that Irani would step down from the board.

Edward Djerejian, a former ambassador, will take over as independent chairman of the Los Angeles-based company. A director since 1996, he most recently chaired the corporate governance, nominating, and social responsibility committee.

Shares of Occidental rose nearly 3 percent to close at $90.76 on the New York Stock Exchange.

"Ultimately this clears the path for Chazen to continue what he is focusing on so far, which is cost improvement," said Allen Good, an oil company analyst at Morningstar in Chicago. "It also might clear the way for the break-up of the company. They are much bigger now, so it might make sense to create a couple of different companies out of Oxy."

Chazen spoke at length on a conference call last week about the potential shape of a sale of its Middle East businesses, long more favored by Lebanon-born Irani.

On Friday, while still displaying his well-known sense of humor, Chazen talked emotionally of his two-decade relationship with the 78-year-old chairman. "I'm not going to say that every day was a trip to Disneyland," he said, before adding: "Every day I learned something."

Irani took over as CEO in 1990 from tycoon Armand Hammer - a time when Chazen said the nicest thing you could say about the company was it was "nearly insolvent" - and oversaw dramatic growth, while raising eyebrows with his lavish pay packages.

In a call at the meeting for better governance, shareholder John Chevedden pointed to what Irani received for financial planning: $390,000 last year. About 63 percent of shareholders backed the latest executive compensation plan in an advisory vote on Friday.

Chazen, 66, took over as CEO two years ago, having served in the executive suite since 1994. Occidental revealed in February it was seeking his replacement, and then said in April that he would continue through 2014, in order to reduce uncertainty.

Referring to the very public succession battle, Chazen said "it's been tough to tell the last few weeks" that oil and gas is the company's primary business.

Chazen received more shareholder support than any other boardmember, at 623.2 million votes - nearly 99 percent.

The CEO went on to say he would still ask Irani for advice regularly "because I'm addicted to it" and concluded his remarks by thanking his wife for "letting me fool around a little longer."

Influential advisory firm ISS this week had reaffirmed its recommendation to vote against Irani.

"I didn't see anybody predicting that he would be forced," said Jack Zwingli, leader of information services at Farient Advisors, an independent executive compensation consulting firm. "Most people would take it as a surprise."

Zwingli said investors would watch to see if the pay package of the next CEO is brought down to the level of Occidental's peers.

The chairman of Occidental's compensation committee, Aziz Syriani, withdrew his nomination prior to the election, and Chazen said that a search firm would start working on replacements for open board seats.

(Reporting by Braden Reddall, writing by Anna Driver; Editing by Kenneth Barry and David Gregorio)

Occidental Chairman Irani Agrees to Leave Company

The decision, announced at the company’s annual meeting, was the climax of a brutal boardroom struggle between Mr. Irani and Stephen I. Chazen, the chief executive during the last two years, over leadership and direction of the company. Earlier this week, the Occidental board bowed to investor pressure by announcing that Mr. Chazen would continue to serve in his position through the end of 2014 and help find a successor.

The company announced that Edward P. Djererjian, a former ambassador in the Middle East who has served as an independent director since 1996, will assume the role of independent chairman of the board, and that former Energy Secretary Spencer Abraham will become the independent vice chairmen. Both were elected by the board.

Mr. Irani has been chairman of Occidental since 1990, and many observers of the company believed he had been maneuvering to remove Mr. Chazen and retake the post of chief executive. He did not attend the shareholder meeting, held in Santa Monica, Calif.

Mr. Irani, 78, took over the Los Angeles-based company from Armand Hammer and stretched its reach across the Middle East, including Iraq, Oman and the United Arab Emirates. But he angered many investors by rewarding himself and some of his most senior executives with pay packages that were outsize even by the generous standards of large oil companies. Shareholders forced him to step down as chief executive two years ago.

Mr. Irani will be eligible for a severance payment of $38 million, which includes a life insurance payout, and additional annual payments of more than $2 million.

In recent years, Mr. Chazen tried to turn the company’s focus toward domestic oil fields to take advantage of the shale oil boom, but the financial results of his approach did not satisfy Mr. Irani. Occidental’s stock price has lagged those of competitors.

The shareholders had voted against Mr. Irani’s retention as chairman by more than 3 to 1.

“This means Chazen is really in charge until his time is up next year,” said Philip H. Weiss, a senior energy analyst at Argus Research. “This ends the battle at the top and clears a path for new leadership.”

In another sign of change, Aziz D. Syriani, the lead independent director, submitted his resignation. Mr. Syriani is the chief executive of the Olayan Group, a global trading and investment company, who received stock and cash worth $879,000 last year as an Occidental board member.

The developments were welcomed by activist investors who wanted Mr. Irani to retire.

“I am happy and cautiously optimistic but the devil’s in the details,” said Steven Romick, a managing partner of First Pacific Advisors and overseer of the $11 billion FPA Crescent fund, who attended the annual meeting. He said he hoped the company would now restructure its compensation policies for the board and senior management, and he was open to the possibility that Mr. Chazen might stay in his position longer.

Mr. Chazen is 66, two years younger than the new retirement age set for the chief executive just this week by the board.

Mr. Romick added, drawing a clear distinction with Mr. Irani’s direction, “My preference would be to be very circumspect about the Middle East.”

In February, Occidental surprised investors when it announced that it was creating a search committee to replace Mr. Chazen as chief executive. Fear spread among some investors that Mr. Irani was trying to put off his retirement and even return to his old post as chief executive. That stirred a revolt by the California State Teachers’ Retirement System and other shareholder activists who came out in favor of Mr. Chazen. They were supported by many Wall Street analysts who have complained that the company under Mr. Irani was often secretive.

Mr. Chazen, who previously served as chief financial officer, won the support of many investors because he was viewed as a smart allocator of capital and efficient manager of new projects.

Institutional Shareholder Services, the influential proxy adviser, had recommended that shareholders refuse to re-elect Mr. Irani or Mr. Syriani.

Genachowski Announces Resignation as F.C.C. Chairman

The resignation on Friday of Julius Genachowski after four years as chairman of the Federal Communications Commission again raises a thorny issue for President Obama: whether it will be possible to get the F.C.C. or Congress to help him fulfill a campaign promise to guarantee that the Internet remains free and open to businesses and users.

Mr. Genachowski, who said on Friday that he would leave the commission “in the near future,” pushed it in the direction of embracing rules against discrimination by Internet service providers in what content they carry or how fast they transmit it, an issue known as net neutrality.

But he has faced opposition on that front from the federal courts and some telecommunications companies, while consumer advocates have complained that Mr. Genachowski was not bold enough in his efforts.

A law school friend of Mr. Obama and an investor in technology and telecommunication start-ups before coming to the F.C.C., Mr. Genachowski set ambitious goals during his tenure and accomplished some of them, including expanding broadband Internet service and beginning to free up additional airwaves for sale to mobile phone companies.

He also successfully opposed the proposed merger of AT&T and T-Mobile, a move that he said “revitalized competition” and “led to more spectrum and more capital” for the wireless industry. But his commission also approved the purchase of NBC Universal by Comcast, angering many consumer groups.

Mr. Genachowski announced no immediate plans, although people close to him said it was more likely he would move to a Washington research institute rather than to a telecommunications company or an industry trade group.

Thanking Mr. Genachowski for his service, Mr. Obama said he “has brought to the Federal Communications Commission a clear focus on spurring innovation, helping our businesses compete in a global economy and helping our country attract the industries and jobs of tomorrow.”

“Because of his leadership,” Mr. Obama added, “we have expanded high-speed Internet access, fueled growth in the mobile sector, and continued to protect the open Internet as a platform for entrepreneurship and free speech.”

No one has emerged as a favorite for the chairmanship, although people in the industry have been talking about Tom Wheeler, a venture capitalist and former head of the wireless and cable industry trade groups, as a possible successor. Other possibilities include two previous Obama appointees: Karen Kornbluh, a former Senate aide to Mr. Obama who is now ambassador to the Organization for Economic Cooperation and Development, and Lawrence E. Strickling, an assistant Commerce Department secretary who oversees the National Telecommunications and Information Administration.

The F.C.C. has never had a female at its head; that has led some people to expect that Mr. Obama will name Mignon Clyburn, the Democratic commissioner with the most seniority, as interim chairwoman. A White House spokeswoman declined to comment on a possible successor.

Mr. Genachowski oversaw the commission during a period of rapid change in technology, characterized by the explosion of smartphones and an increase in the speed of wireless and broadband Internet connections.

He also leaves a number of his highest priorities unfinished, if well under way, at the F.C.C. The agency is in the process of drawing up an ambitious plan to make additional high-value airwaves, or spectrum, available for sale to mobile phone companies for use in wireless broadband Internet service.

The plan hinges on the F.C.C.’s ability to get television broadcasters to voluntarily give up some of their airwaves in exchange for receiving some portion of the sale proceeds, a process known as an incentive auction.

Most broadcasters have strongly resisted that plan and an associated proposal to move stations that do not give up their airways to other frequencies on the electromagnetic spectrum. That process, known as repacking, would also vacate bands of airwaves by allowing television broadcast signals to be packed closer together.

The F.C.C. is currently reviewing public and industry comments on its plans for the incentive auction, which it hopes to conduct in 2014. Finalization of those plans will almost certainly await a new chairman, however.

The Internet has thrived over the last four years; technology and telecommunications is one sector of the economy that the recession that began in 2007 left unscathed.

DealBook: Barnes & Noble Chairman Leonard Riggio to Bid for Bookstore's Retail Business

Lily Bowers/ReutersA patron in a Barnes & Noble bookstore in Manhattan in 2010.

The chairman of Barnes & Noble plans to bid for the retail business of the bookstore chain he started 40 years ago, as the company struggles with a changing competitive landscape.

On Monday, Leonard S. Riggio told the company’s board that he would make an offer for Barnes & Noble Booksellers, barnesandnoble.com and other retail assets. The proposal would not include the e-book division, Nook Media.

Like many retailers, the company is confronted by waning profit in its core business, as online retailers and other competitors gain market share. Barnes & Noble recently warned that earnings would be weak in the latest quarter, with losses rising in its Nook Media division.

Conceived as a serious competitor to Amazon.com’s Kindle, the Nook has instead become an also-ran in the race for digital book supremacy. The Kindle remains the top-selling dedicated e-reader, while the iPad consistently leads the competition among tablets. Amazon’s Kindle app has also maintained a huge lead in popularity, limiting Barnes & Noble’s reach across the broader digital bookselling landscape.

It is the boldest move yet by Mr. Riggio, the company’s largest shareholder who owns nearly 30 percent of Barnes & Noble, to try and save the company.

After building a small chain of college bookstores, Mr. Riggio in the 1970s bought the Barnes & Noble name and the flagship location in Manhattan, which had run into trouble. Over the next several decades, he built the company into the nation’s biggest brick-and-mortar bookseller.

In recent years, Mr. Riggio has fended off challenges from the likes of the billionaire Ronald W. Burkle. As part of that effort, Mr. Riggio argued, in large part, that the company was well-positioned in the future by betting on the Nook and digital books.

Others believed in the promise of the e-reader as well.

Microsoft paid $300 million in April for a 17.6 percent stake in the Nook business, valuing it then at $1.7 billion. Microsoft also secured Barnes & Noble’s commitment to produce an e-reader app for its Windows 8 operating system. And in December, the British publisher Pearson agreed to buy a 5 percent stake for $89.5 million.

Mr. Riggio, plans to negotiate the price with the board, according to a regulatory filing. The proposal is expected to be mainly in cash. The retailer’s board had already been weighing whether to spin off its Nook unit.

Barnes & Noble said in a statement that it had formed a special board committee of three directors – David G. Golden, David A. Wilson and Patricia L. Higgins – to consider Mr. Riggio’s proposal. The committee will be advised by Evercore Partners and the law firm Paul, Weiss, Rifkind, Wharton & Garrison.

This post has been revised to reflect the following correction:

Correction: February 25, 2013

An earlier version of this article referred imprecisely to the role of its largest shareholder, Leonard Riggio, in the company’s history. While Mr. Riggio founded the modern company that acquired the name in the 1970s, William Barnes and G. Clifford Noble opened the original Barnes & Noble bookstore, in 1917.

Citi Chairman Is Said to Have Planned Pandit’s Exit for Months

Instead, Mr. Pandit, the chief executive of Citigroup, was told three news releases were ready. One stated that Mr. Pandit had resigned, effective immediately. Another that he would resign, effective at the end of the year. The third release stated Mr. Pandit had been fired without cause. The choice was his.

The abrupt encounter, described by three people briefed on the conversation, included a terse comment by the chairman, Michael E. O’Neill: “The board has lost confidence in you.”

A stunned Mr. Pandit chose to resign immediately. Even though Mr. Pandit and the board have publicly characterized his exit as his decision, interviews with people close to the board describe how the chairman maneuvered behind the scenes for months ahead of that day to force Mr. Pandit out and replace him with Michael L. Corbat, the board’s chosen successor.

Once he became chairman this year, Mr. O’Neill, 66, meticulously built a case for the chief executive’s ouster, they say, first meeting privately with less-satisfied board members and then drawing in others until Mr. Pandit had virtually no allies left.

As Mr. Pandit was reeling from his encounter, three board members confronted John Havens, the bank’s chief operating officer and a longtime lieutenant.

“Vikram has offered his resignation, and we would like to give you the opportunity to offer yours,” a board member said, following a script prepared by the board’s lawyers, according to several people with knowledge of the meeting.

Startled, Mr. Havens briefly challenged the directors, pointing to the solid performance of the institutional clients group, and then relented, saying his resignation would be on Mr. Pandit’s desk within five minutes.

The dramatic boardroom coup at the bank’s Park Avenue headquarters has rankled some people at Citi, especially senior executives who feel that the action was needlessly ruthless and who spoke only on the condition that they not be identified. They point out that Mr. Pandit successfully steered the once moribund bank through one of its most turbulent chapters, repaid roughly $45 billion in federal lifelines, rebuilt capital and began to focus the sprawling institution.

This week, senior executives at the investment bank convened a group of employees to try to stem any exodus, according to several people briefed on the meeting. Among the employees’ questions: why remain at a bank that treated its top executive so harshly?

Now, the new top officials of the bank are circling to retain the support of some crucial executives, including Brian Leach, Citi’s chief risk officer and a longtime ally of Mr. Pandit, and James A. Forese, who heads the securities and banking division, according to several people close to the discussions.

Mr. Pandit, Mr. O’Neill, Mr. Havens and Mr. Corbat did not return calls for comment or declined to comment.

The seeds of the turmoil were planted in April when Mr. O’Neill, who had been on the board since 2009, took over as chairman from Richard D. Parsons.

Some executives close to Mr. Pandit immediately identified Mr. O’Neill’s ascent as bad news for Mr. Pandit, regardless of how the bank was faring. After all, Mr. O’Neill had vied for the chief executive position before it ultimately went to Mr. Pandit in 2007.

Still, the board transition appeared to go smoothly at first. The handover was marked by a dinner at Citi’s headquarters. Together, Mr. Pandit and Mr. O’Neill roasted the departing chairman, considered more of a diplomat than a strategic banker. At one point, Mr. O’Neill gave a lei to Mr. Parsons, in recognition of their shared fondness of Hawaii: Mr. Parsons attended a university there and Mr. O’Neill was chairman and chief executive of the Bank of Hawaii.

Armstrong Dropped by Nike, Steps Down as Chairman of His Charity

The fallout from the antidoping agency’s report also prompted Nike, the company that stood by Armstrong through more than a decade’s worth of doping allegations, to terminate his contract on Wednesday.

“I have had the great honor of serving as this foundation’s chairman for the last five years and its mission and success are my top priorities,” Armstrong said in a statement. “Today therefore, to spare the foundation any negative effects as a result of controversy surrounding my cycling career, I will conclude my chairmanship.”

Armstrong, the seven-time Tour winner who denies ever doping, founded the organization in 1997 after he survived testicular cancer and it sold millions of yellow Livestrong wristbands and went on to partner with Nike to sell millions of dollars of Livestrong gear. Jeff Garvey, the vice chairman of the organization, will become chairman, while Armstrong will remain on the foundation’s board.

In a statement on Wednesday morning, Nike said the evidence that Armstrong had doped was so overwhelming that it could no longer partner with him. In the past, the company stood by athletes like Kobe Bryant, who was accused of sexual assault but never convicted; Michael Vick, who was convicted and served time in a federal prison for his role in a dogfighting ring; and Tiger Woods, who gained international notoriety for his extramarital affairs.

“Due to the seemingly insurmountable evidence that Lance Armstrong participated in doping and misled Nike for more than a decade, it is with great sadness that we have terminated our contract with him,” the statement said. “Nike does not condone the use of illegal performance enhancing drugs in any manner. Nike plans to continue support of the Livestrong initiatives created to unite, inspire and empower people affected by cancer.”

The antidoping agency released its report last Wednesday, revealing the details of what it called the most sophisticated doping program in recent sports history. The report said Armstrong doped, supplied doping products to teammates and demanded that some of them dope to help him win. The account included 11 of his former teammates, including his road captain, George Hincapie, who helped him win all seven Tours, and testimony from 26 people.

The antidoping agency released its dossier on Armstrong the same day it sent it to the International Cycling Union and to the World Anti-Doping Agency, which have the right to appeal the case to the Court of Arbitration for Sport.

In August, Armstrong announced that he would not fight the case and waived his right to a hearing. He said contesting the charges would have taken too much of a toll on his family and his work with his foundation.

The foundation plans to celebrate its 15th anniversary in Austin, Tex., this weekend, with thousands of people — including stars like Maria Shriver — expected to attend.