Oracle Corporation (NYSE:ORCL) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November15, 2017, at the 2017 Annual Meeting of Stockholders (the “Annual Meeting”) of Oracle Corporation (“Oracle”), Oracle’s stockholders approved the amendment and restatement of the Oracle Corporation Amended and Restated 2000 Long-Term Equity Incentive Plan (the “2000 Equity Plan”) to (1)increase the number of shares of common stock reserved for issuance under the 2000 Equity Plan by 330,000,000 shares, (2)clarify or revise certain other provisions of the 2000 Equity Plan, and (3)approve the material terms of the performance goals under which certain performance-based awards can be granted in accordance with Section162(m) of the Internal Revenue Code, including the addition of new performance criteria. Oracle’s Board of Directors (the “Board”) approved the amendment and restatement of the 2000 Equity Plan, subject to stockholder approval, on August1, 2017.

The foregoing description of the 2000 Equity Plan is qualified in its entirety by reference to the 2000 Equity Plan, which is filed as Exhibit 10.04 to this report. A more complete description of the terms of the 2000 Equity Plan can be found in “Proposal No. 4—Approval of the Oracle Corporation Amended and Restated 2000 Long-Term Equity Incentive Plan” on pages 58 to 65 of Oracle’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on September28, 2017 (the “2017 Proxy Statement”), which description is incorporated by reference herein.

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 the 2017 Proxy Statement.

Proposal No.1: Election of Directors

The stockholders elected each of the following persons as a director to hold office until the 2018 Annual Meeting of Stockholders and until his or her successor is elected and qualified, or until his or her earlier resignation or removal.

Proposal No.2: Advisory Vote to Approve the Compensation of Oracle’s Named Executive Officers

The stockholders cast an advisory vote to approve the compensation of Oracle’s named executive officers (“NEOs”) as follows: 1,658,162,422 shares in favor, 1,750,577,592 shares against, 76,736,329 shares abstaining and 361,506,556 broker non-votes.

Proposal No.3: Advisory Vote on the Frequency of Future Advisory Votes on the Compensation of Oracle’s NEOs

The stockholders cast an advisory vote on the frequency of future votes on the compensation of Oracle’s NEOs as follows: 3,442,871,855 shares for 1 Year, 4,470,352 shares for 2 Years, 34,539,071 shares for 3 Years, 3,595,064 shares abstaining and 361,506,556 broker non-votes. Consistent with the results of the vote and the Board’s recommendation, the Board has determined that Oracle will hold an advisory vote on the compensation of Oracle’s NEOs every year until the next required advisory vote on the frequency of such votes.

Proposal No.4: Approval of the Oracle Corporation Amended and Restated 2000 Long-Term Equity Incentive Plan

The stockholders approved the 2000 Equity Plan with 3,194,305,383 shares in favor, 286,195,561 shares against, 4,975,398 shares abstaining and 361,506,556 broker non-votes.

Proposal No.5: 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 May31, 2018, with 3,805,071,953 shares in favor, 38,449,077 shares against and 3,461,868 shares abstaining.

Proposal No.6: Stockholder Proposal Regarding Political Contributions Report

The stockholders defeated a stockholder proposal requesting that Oracle provide a semiannual political contributions report, with 758,751,405 shares in favor, 2,710,906,774 shares against, 15,818,163 shares abstaining and 361,506,555 broker non-votes.

Proposal No.7: Stockholder Proposal Regarding Pay Equity Report

The stockholders defeated a stockholder proposal requesting that Oracle prepare a gender pay equity report, with 1,305,291,235 shares in favor, 2,064,656,623 shares against, 115,528,485 shares abstaining and 361,506,555 broker non-votes.

Proposal No.8: Stockholder Proposal Regarding Proxy Access Reform

The stockholders defeated a stockholder proposal requesting that the Board amend its proxy access bylaws, with 782,745,802 shares in favor, 2,694,822,126 shares against, 7,908,414 shares abstaining and 361,506,555 broker non-votes.

(d)Exhibits

ORACLE CORP Exhibit
EX-10.04 2 d455628dex1004.htm EX-10.04 EX-10.04 Exhibit 10.04 ORACLE CORPORATION AMENDED AND RESTATED 2000 LONG-TERM EQUITY INCENTIVE PLAN (as of November 15,…
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About Oracle Corporation (NYSE:ORCL)

Oracle Corporation (Oracle) provides products and services that address all aspects of corporate information technology (IT) environments, including application, platform and infrastructure. The Company’s businesses include cloud and on-premise software, hardware and services. Its cloud and on-premise software business consists of three segments, including cloud software and on-premise software, which includes Software as a Service (SaaS) and Platform as a Service (PaaS) offerings, cloud infrastructure as a service (IaaS) and software license updates and product support. Its hardware business consists of two segments, including hardware products and hardware support. The Company’s services business includes the remainder of the Company’s segments. Its services business includes activities, such as consulting services, enhanced support services and education services, among others.