Occidental Petroleum (NYSE:OXY) +0.9% after-hours as Carl Icahn files a preliminary proxy statement seeking to replace four OXY directors and amend company by-laws.

Icahn, who has built a stake worth $1.6B in OXY as of May 30 and is suing the company over its $38B purchase of Anadarko Petroleum, says OXY "currently has a lack of effective corporate governance" and needs new directors to ensure the acquisition realizes its cost savings.

The activist investor believes the Anadarko deal is "hugely overpriced" and that OXY arranged expensive financing to consummate it, placing the company at risk if oil prices fall.

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