UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Section 5—Corporate Governance and Management
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On November 4, 2020 (the “Meeting Date”), at the 2020 Annual Meeting of Stockholders (the “Annual Meeting”) of Oracle Corporation (“Oracle”), Oracle’s stockholders approved the Oracle Corporation 2020 Equity Incentive Plan (the “2020 Equity Plan”). The total number of shares authorized for issuance under the 2020 Equity Plan is (i) 90 million new shares of common stock, plus (ii) the number of shares that remained unissued and available for grant under the Oracle Corporation Amended and Restated 2000 Long-Term Equity Incentive Plan (the “Prior Plan”) as of the Meeting Date and (iii) subject to certain adjustments, the number of shares subject to any awards granted under the Prior Plan that were outstanding as of Meeting Date which, after the Meeting Date, would have been available again for issuance under the terms of the Prior Plan had the 2020 Equity Plan not become effective. Oracle’s Board of Directors (the “Board”) approved the 2020 Equity Plan, subject to stockholder approval, on August 6, 2020.
The foregoing description of the 2020 Equity Plan is qualified in its entirety by reference to the 2020 Equity Plan, which is filed as Exhibit 10.15 to this report. A more complete description of the terms of the 2020 Equity Plan can be found in “Proposal No. 3—Approval of the Oracle Corporation 2020 Equity Incentive Plan” on pages 62 to 69 of Oracle’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on September 18, 2020 (the “2020 Proxy Statement”), which description is incorporated by reference herein.
| Item 5.07 | Submission of Matters to a Vote of Security Holders |
Below is a brief description of each matter submitted to a vote at the Annual Meeting, as well as the number of votes cast for and against and the number of abstentions and broker non-votes with respect to each matter. For more information about these proposals, please refer to Oracle’s 2020 Proxy Statement.
Proposal No. 1: Election of Directors
The stockholders elected each of the following persons as a director to hold office until the 2021 Annual Meeting of Stockholders and until his or her successor is elected and qualified, or until his or her earlier resignation or removal.
| Director Nominee | Votes For | Votes Withheld | Broker Non-Votes | |||
| Jeffrey S. Berg |
1,989,991,557 | 525,306,808 | 266,249,532 | |||
| Michael J. Boskin |
2,327,247,101 | 188,051,264 | 266,249,532 | |||
| Safra A. Catz |
2,444,150,330 | 71,148,035 | 266,249,532 | |||
| Bruce R. Chizen |
1,926,541,318 | 588,757,047 | 266,249,532 | |||
| George H. Conrades |
2,263,211,249 | 252,087,116 | 266,249,532 | |||
| Lawrence J. Ellison |
2,381,495,599 | 133,802,766 | 266,249,532 | |||
| Rona A. Fairhead |
2,463,310,576 | 51,987,789 | 266,249,532 | |||
| Jeffrey O. Henley |
2,388,740,032 | 126,558,333 | 266,249,532 | |||
| Renée J. James |
2,413,825,496 | 101,472,869 | 266,249,532 | |||
| Charles W. Moorman IV |
2,318,783,117 | 196,515,248 | 266,249,532 | |||
| Leon E. Panetta |
1,947,511,370 | 567,786,995 | 266,249,532 | |||
| William G. Parrett |
2,086,502,629 | 428,795,736 | 266,249,532 | |||
| Naomi O. Seligman |
2,252,504,108 | 262,794,257 | 266,249,532 | |||
| Vishal Sikka |
2,300,787,148 | 214,511,217 | 266,249,532 |
Proposal No. 2: Advisory Vote to Approve the Compensation of Oracle’s Named Executive Officers
The stockholders cast an advisory vote approving the compensation of Oracle’s named executive officers as follows: 1,472,323,958 shares in favor, 1,038,131,771 shares against, 4,842,636 shares abstaining and 266,249,532 broker non-votes.
Proposal No. 3: Approval of the Oracle Corporation 2020 Equity Incentive Plan
The stockholders approved the 2020 Equity Plan with 2,362,977,577 shares in favor, 147,251,964 shares against, 5,068,824 shares abstaining and 266,249,532 broker non-votes.
Proposal No. 4: Ratification of Selection of Independent Registered Public Accounting Firm
The stockholders ratified the appointment of Ernst & Young LLP as Oracle’s independent registered public accounting firm for the fiscal year ending May 31, 2021, with 2,727,678,880 shares in favor, 49,419,874 shares against and 4,449,143 shares abstaining.
Proposal No. 5: Stockholder Proposal Regarding Pay Equity Report
The stockholders did not approve a stockholder proposal requesting that Oracle prepare a gender and racial pay equity report, with 1,152,959,505 shares in favor, 1,353,289,794 shares against, 9,049,066 shares abstaining and 266,249,532 broker non-votes.
Proposal No. 6: Stockholder Proposal Regarding Independent Board Chair
The stockholders did not approve a stockholder proposal requesting that Oracle’s Board adopt a policy requiring the Chair of the Board, whenever possible, to be an independent member of the Board, with 888,320,638 shares in favor, 1,620,980,419 shares against, 5,997,308 shares abstaining and 266,249,532 broker non-votes.
Section 9—Financial Statements and Exhibits
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit No. |
Description | |
| 10.15 | Oracle Corporation 2020 Equity Incentive Plan (incorporated by reference to Exhibit 99.1 to Oracle’s Registration Statement on Form S-8 filed on November 5, 2020) | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ORACLE CORPORATION | ||||||
| Dated: November 6, 2020 | By: | /s/ Brian S. Higgins | ||||
| Name: Brian S. Higgins | ||||||
| Title: Vice President, Associate General Counsel and Secretary | ||||||
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