Item 5.07
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Submission of Matters to a Vote of Security Holders
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On November 19, 2019, Oracle Corporation (“Oracle”) held its 2019 Annual Meeting of Stockholders (the “Annual Meeting”). 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 definitive proxy statement filed with the U.S. Securities and Exchange Commission (the “SEC”) on September 27, 2019 and the supplement to the proxy statement filed with the SEC on November 8, 2019.
Proposal No. 1: Election of Directors
The stockholders elected each of the following persons as a director to hold office until the 2020 Annual Meeting of Stockholders and until his or her successor is elected and qualified, or until his or her earlier resignation or removal.
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Director Nominee
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Votes For
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Votes Withheld
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Broker Non-Votes
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Jeffrey S. Berg
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2,092,721,049
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620,399,516
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284,909,463
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Michael J. Boskin
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2,532,360,712
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180,759,853
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284,909,463
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Safra A. Catz
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2,659,116,270
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54,004,295
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284,909,463
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Bruce R. Chizen
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2,085,708,462
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627,412,103
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284,909,463
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George H. Conrades
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1,948,071,682
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765,048,883
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284,909,463
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Lawrence J. Ellison
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2,640,162,313
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72,958,252
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284,909,463
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Rona A. Fairhead
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2,702,414,022
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10,706,543
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284,909,463
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Jeffrey O. Henley
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2,624,916,140
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88,204,425
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284,909,463
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Renée J. James
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2,638,446,569
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74,673,996
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284,909,463
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Charles W. Moorman IV
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2,024,942,088
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688,178,477
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284,909,463
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Leon E. Panetta
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1,963,328,155
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749,792,410
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284,909,463
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William G. Parrett
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2,684,906,371
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28,214,194
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284,909,463
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Naomi O. Seligman
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1,979,012,304
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734,108,261
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284,909,463
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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: 1,562,280,318 shares in favor, 1,146,505,043 shares against, 4,335,204 shares abstaining and 284,909,463 broker non-votes.
Proposal No. 3: 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, 2020, with 2,960,045,696 shares in favor, 35,127,374 shares against and 2,856,958 shares abstaining.
Proposal No. 4: Stockholder Proposal Regarding Pay Equity Report
The stockholders did not approve a stockholder proposal requesting that Oracle prepare a gender pay equity report, with 942,828,312 shares in favor, 1,699,773,596 shares against, 70,518,657 shares abstaining and 284,909,463 broker non-votes.
Proposal No. 5: Stockholder Proposal Regarding Independent Board Chair
The stockholders did not approve a stockholder proposal requesting that Oracle’s Board of Directors (the “Board”) adopt a policy requiring the Chair of the Board, whenever possible, to be an independent member of the Board, with 953,662,512 shares in favor, 1,755,172,042 shares against, 4,286,011 shares abstaining and 284,909,463 broker non-votes.