crc-20250502

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): May 2, 2025

_____________________

California Resources Corporation

(Exact Name of Registrant as Specified in its Charter)


Delaware	001-36478		46-5670947
(State or Other Jurisdiction of Incorporation)	(Commission File Number)		(IRS Employer Identification No.)

1 World Trade Center
Suite 1500
Long Beach
California		90831
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (888) 848-4754

_____________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	CRC	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

On May 6, 2025, California Resources Corporation (the “Company”) issued a press release announcing its financial condition and results of operations for the three months ended March 31, 2025. A copy of the press release is furnished as Exhibit 99.1 to this report on Form 8-K, and is incorporated herein by reference.

The information contained in this Item 2.02 and the exhibit hereto shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and shall not be incorporated by reference into any filings made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such filing.

Item 5.07 Submission of Matters to a Vote of Security Holders.


(a)	The Company held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”) on May 2, 2025.

(b)	The following actions were taken at the Annual Meeting, for which proxies were solicited pursuant to Regulation 14A under the Exchange Act, and the final number of votes cast for, against or withheld, abstentions and broker non-votes for each matter are set forth below:

	1.	The nine director nominees named in the Company’s proxy statement were elected with the following votes:

		Nominee	For	Withheld	Broker Non-Votes
		Andrew Bremner	84,068,905	209,401	2,591,451
		Tiffany (TJ) Thom Cepak	84,077,462	200,844	2,591,451
		James N. Chapman	84,068,013	210,293	2,591,451
		James R. Jackson	84,067,047	211,259	2,591,451
		Christian S. Kendall	82,829,750	1,448,556	2,591,451
		Francisco J. Leon	84,105,518	172,788	2,591,451
		Mark A. (Mac) McFarland	84,115,863	162,443	2,591,451
		William B. Roby	83,359,898	918,408	2,591,451
		Bobby Saadati	84,047,722	230,584	2,591,451
		Alejandra (Ale) Veltmann	83,575,787	702,519	2,591,451

	2.	The ratification of the selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025 was approved. The proposal received 86,649,932 votes for; 139,327 votes against; and 80,498 abstentions.

	3.	The advisory vote to approve named executive officer compensation was approved. The proposal received 83,816,614 votes for; 309,387 votes against; 152,305 abstentions; and 2,591,451 broker non-votes.

Item 9.01 Financial Statements and Exhibits.


Exhibit No.						Description
99.1						Press Release dated May 6, 2025.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


			California Resources Corporation



			/s/ Michael L. Preston
			Name:			Michael L. Preston
			Title:			Executive Vice President, Chief Strategy Officer and General Counsel