Independent
Tenure on this board
4.5 yrs
13 nominees · 4 ballot items.
Oracle stockholders will elect 13 directors, vote on advisory approval of named executive officer compensation, ratify Ernst & Young LLP as the fiscal 2027 independent registered public accounting firm, and vote on a shareholder proposal concerning preservation of shareholder proposal access rights.
Elect 13 director nominees to serve until the 2027 Annual Meeting of Stockholders and until their successors are elected and qualified.
Approve, on a non-binding advisory basis, the compensation paid to Oracle’s named executive officers as disclosed in the proxy statement.
Proposal 2 asks stockholders to approve, on a non-binding advisory basis, the compensation paid to Oracle’s named executive officers. The vote covers the Compensation Discussion and Analysis, compensation tables, and related narrative disclosures in the proxy statement. Oracle is seeking approval under Section 14A of the Exchange Act and holds the say-on-pay vote annually. The fiscal 2026 program arose during a significant leadership transition involving two new CEOs, a new CFO, and other executive promotions. Compensation emphasized annual performance bonuses and substantial long-term equity, including time-based stock options, performance stock options, and restricted stock units. The company states that the program is designed to attract and retain specialized cloud and AI talent, incentivize superior performance, and align executives with long-term stockholder value. Oracle highlights caps on bonuses and performance awards, clawback provisions, stock ownership requirements, and the absence of single-trigger change-in-control vesting and tax gross-ups. The Board and Compensation Committee also considered stockholder engagement and the approximately 82% favorable say-on-pay result at the 2025 annual meeting. The Board unanimously recommends voting FOR because it believes the disclosed compensation program advances retention, accountability, performance, and stockholder alignment. Although advisory and non-binding, the Board and Compensation Committee state that they will consider the voting outcome in future compensation decisions.
Ratify the Finance and Audit Committee’s selection of Ernst & Young LLP as Oracle’s independent registered public accounting firm for fiscal 2027.
Request that Oracle adopt a policy requiring inclusion in its annual proxy statement of Rule 14a-8-compliant shareholder proposals meeting specified ownership and holding-period thresholds, regardless of future federal rules permitting higher thresholds.
Proposal 4 asks Oracle to adopt a binding policy preserving specified shareholder proposal eligibility thresholds even if future federal regulation permits or requires higher ownership or holding periods. The National Legal and Policy Center proposes three alternative thresholds: $2,000 held for three years, $15,000 held for two years, or $25,000 held for one year. Its supporting statement characterizes Rule 14a-8 access as a central democratic accountability mechanism for public-company owners. The proponent places particular emphasis on Oracle’s concentrated ownership, stating that Lawrence Ellison controls roughly two-fifths of the vote and that other shareholders therefore need proposal access to be heard. It argues that higher thresholds would disproportionately exclude long-term smaller investors while allowing hedge funds with sufficiently large positions to continue submitting proposals. The proponent also invokes Oracle’s prior adoption of proxy access after a shareholder proposal received majority support and argues that the administrative burden of proposals is negligible. The Board recommends AGAINST, asserting that the proposal is unnecessary and premature because the SEC has not finalized any Rule 14a-8 amendments. Management argues that a company-specific policy could diverge from future federal law, constrain informed responses to regulatory and market developments, and create confusion and administrative burdens. Oracle also contends that shareholders retain meaningful rights through voting, Board communications, engagement, and Rule 14a-8 submissions under the applicable legal framework. The controversy therefore turns on whether preserving current access thresholds is an important safeguard against concentrated ownership and regulatory retrenchment or an imprudent restriction on Oracle’s flexibility to follow a uniform, evolving federal standard.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 3.88% | 111,788,001 | $16.4B |
| 2 | STATE STREET CORP | 2.73% | 78,645,193 | $11.5B |
| 3 | BlackRock, Inc. | 2.06% | 59,370,989 | $8.7B |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 1.99% | 57,285,664 | $8.4B |
| 5 | Capital Research Global Investors | 1.38% | 39,746,237 | $5.8B |
| 6 | BlackRock, Inc. | 1.22% | 35,207,369 | $5.2B |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 1.17% | 33,843,338 | $4.9B |
| 8 | NORGES BANK | 0.87% | 25,002,553 | $3.7B |
| 9 | PRICE T ROWE ASSOCIATES INC /MD/ | 0.58% | 16,788,305 | $2.5B |
| 10 | BlackRock, Inc. | 0.51% | 14,752,085 | $2.2B |
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