Additional Proxy Soliciting Materials (definitive) (defa14a)
08 Noviembre 2019 - 3:31PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the
Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to Section 240.14a-12
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Oracle Corporation
(Name of Registrant as Specified In Its
Charter)
(Name of Person(s) Filing Proxy Statement, if
other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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Proposed maximum aggregate value of transaction:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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Amount Previously Paid:
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Form, Schedule or Registration Statement No.:
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Date Filed:
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Oracle Corporation
Supplement to the Proxy Statement for the 2019 Annual Meeting of Stockholders
This supplement provides updated information with respect to the Oracle Corporation Proxy Statement filed with the U.S. Securities and Exchange
Commission on September 27, 2019 regarding the 2019 Annual Meeting of Stockholders to be held on Tuesday, November 19, 2019. Capitalized terms have the meanings provided in the Proxy Statement. Please read this supplement in conjunction
with the Proxy Statement.
Proposal No. 1: Election of Directors
On November 4, 2019, Hector Garcia-Molina, who currently serves on the Board, notified Oracle of his decision to withdraw as a nominee for
election as a director at the Annual Meeting. Mr. Garcia-Molina withdrew as a nominee for personal reasons and not due to any disagreement on any matter relating to Oracle’s operations, policies or practices. As a result of his decision to
not stand for re-election, his service on the Board will end at the Annual Meeting.
As previously reported, Mark V. Hurd passed away on
October 18, 2019. Mr. Hurd was Chief Executive Officer and a member of the Board, and he was named as a nominee for election as a director in the Proxy Statement.
The Board does not intend to nominate any new director candidates prior to the Annual Meeting and expects to reduce the size of the Board from 15 to
13 directors immediately following the Annual Meeting.
The Board and Oracle’s management wish to express their gratitude for
Mr. Hurd’s and Mr. Garcia-Molina’s many years of service to Oracle.
Voting Matters
If you have already voted your shares by proxy, you do not need to take any action unless you wish to change your vote. All votes cast for
Mr. Garcia-Molina and Mr. Hurd will be disregarded. You can revoke your proxy or change your vote at any time before the Annual Meeting by giving written notice to the Corporate Secretary of Oracle. You may also change your vote by a
later-dated vote by telephone or on the Internet, by timely delivery of a valid, later-dated proxy or by voting by ballot at the Annual Meeting.
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