Oracle 8K Regulation FD Disclosure | ORCL 7 Sep 16

Investor Presentation

September 2016

Exhibit 99.1

Rotation of Compensation Committee Members

In the last two fiscal years we have transitioned a significant portion of compensation to long-term,

performance-based PSUs, and have taken a number of steps to reduce the overall quantum of

compensation

In fiscal 2016, the Board changed the composition of the Compensation Committee and the

Compensation Committee rotated the principal partner from its independent compensation

consultant

in order to gain a fresh perspective on compensation matters

Ray Bingham is now Chair

Naomi Seligman is now Vice Chair

Renée James (our newest director) joined the committee

Bruce Chizen (former Chair) has stepped down

George Conrades remains a committee member

Our goal: Engage in substantive discussions with stockholders regarding executive compensation

matters and continually refine the design of Oracle’s executive compensation program

Significant Compensation Program Improvements for top 3 NEOs

Introduced Performance Stock Units (“PSUs”)

PSUs are earned based on relative performance

PSUs are long-term (4 year term with multiple performance periods, the longest

of which is 3 years), performance based, and subject to robust metrics

Mr. Ellison’s compensation reduced to reflect transition from CEO to Executive

Chairman & Chief Technology Officer roles

Performance-based compensation

Long-term performance periods

Quantum of pay and equity dilution

Significant changes in ORCL compensation…

…are consistent with investor perspectives

Significantly reduced number of shares subject to stock options

Option award terms reduced to 5 year terms (from 10 years), significantly

reducing value; maintain 4 year time-based vesting

Continuing to award equity in the form of PSUs

FY15

FY16

Significantly Reduced Director Compensation

While

believe

our

non-employee

directors

have

been

properly

compensated

prior

years,

certain

our

stockholders

and

their

advisors

expressed concern last year regarding our director compensation practices

We do not want our director compensation to create even the appearance of an independence issue

In fiscal 2016, the Board approved significant reductions to our non-employee director compensation structure, including:

–

Eliminating the F&A Committee Vice Chair cash retainer and equity award grant

–

Reducing the amount of equity granted in the annual equity award grant for Board service by 25%

–

Reducing the amount of equity granted in the initial equity award grant for new directors by 25%

–

Reducing the amount of equity granted annually for committee chair service by 25%

–

Delivering all equity awards in the form of restricted stock units that vest on the first anniversary of the date of grant

These changes contributed to an average reduction of 24% in the total value of our non-employee directors’ compensation in fiscal 2016

compared to fiscal 2015

Director

Fiscal 2016 Total

Compensation ($)

Fiscal 2015 Total

Compensation ($)

% Reduction

Jeffrey

Berg

512,398

561,131

Raymond

Bingham

890,902

1,243,639

28%

Michael

Boskin

724,092

1,081,763

33%

Bruce

Chizen

716,061

1,084,763

34%

George

Conrades

468,645

585,131

20%

Hector

Garcia-Molina

425,645

534,131

20%

Renée

James

548,005

n/a

Leon

Panetta

424,681

591,840

28%

Naomi

Seligman

440,645

558,131

21%

Average Reduction in Director Total Compensation

24%

Emphasis on Variable, “At-Risk” Compensation

Our goal: Align the interests of executive officers with those of stockholders; provide incentives to executive

officers for superior performance; and attract and retain highly talented and productive executive officers

Compensation

Element

Designed

to Reward

Incentive Metrics

At-Risk

Long-Term

Incentive Compensation –

PSUs

Success in achieving

sustainable long-term

results

For top 3 executives:

50% of target PSUs are tied to relative growth in total consolidated

revenues

on a U.S. GAAP

basis

50% of target PSUs are tied to relative growth in total consolidated operating cash flow (OCF)

on a U.S. GAAP basis

Objective

relative

performance

metrics

–

both

revenue

and

OCF

growth

requires

relative

performance above the weighted average of the peer group for target

payout, and performance in

the bottom two of peer group results in zero payout

Long-Term

Incentive Compensation –

Stock Options

Executives realize value from stock options only when our stock price increases and they remain

employed beyond the date their stock options vest

5 year term for top 3 executives is tied to the timeline for transitioning to the Cloud

Annual

Performance-Based

Cash

Bonus

Success in achieving

annual results

Bonus based on growth in non-GAAP pre-tax profits

during a fiscal year

non-GAAP

pre-tax

profits

not

grow

year

over

year,

bonus

paid

Bonuses

paid

out

for

the

top

NEOs

for

the

year

row

Base Salary

Experience, industry

knowledge, duties,

scope of responsibility

N/A

Continued Decreases in Compensation

Since 2012, total compensation has decreased 57% for Mr. Ellison

connection

with

the

management

transition,

the

Compensation

Committee

cancelled

1.5

million

equity

equivalent

(750,000

options

and

187,500

PSUs)

Mr.

Ellison’s

2015

equity

award

In FY 2015, Ms. Catz and Mr. Hurd each received a one-time promotional grant of 1 million equity equivalent shares (500,000 options and 125,000 PSUs) in connection with their promotions to CEO

% of Compensation Compared to Fiscal 2012

Proxy Access

At the 2015 Annual Stockholder

meeting, a majority of Oracle’s

stockholders approved a proxy

access proposal

Oracle’s institutional investors

generally agreed that proxy access

should be available for stockholders

to nominate at least 2 members of

the Board

The N&G Committee and the Board spent significant time

evaluating the adoption of proxy access bylaw provisions

An independent expert in proxy access and board governance

matters gave a presentation to the N&G Committee

In June 2016, on the recommendation of the N&G Committee,

the Board adopted amendments to our Bylaws to implement

Proxy Access with 3/3/20/20 terms:

–

Ownership threshold of at least 3%

of Oracle’s stock

–

For at least 3 years

–

Up to 20 stockholders may group together to meet

the ownership requirement

–

May nominate up to the greater of 2 directors or

20%

of the board

Investor Feedback

Board’s Response

Board Composition

The N&G Committee strives for a mix of director skills, experience and perspectives that will help create an

outstanding, dynamic and effective Board to represent the interests of stockholders

Investor Feedback

Board’s Response—Refreshment

Mix of Long-Tenured

Directors and New Directors

Investors are focused on

board composition

Some stockholders are

concerned that long-

tenured directors are less

independent

2 new independent directors added

to the Board

in the last 2 fiscal years

Renee James added as a director in

fiscal

2016

Leon Panetta added as a director in

fiscal 2015

We believe that it is desirable to maintain a mix of longer-tenured,

experienced directors and newer directors with fresh perspectives

The Board believes that longer-serving directors with experience

and institutional knowledge bring critical skills to the boardroom

Given the complexity of Oracle’s business, the breadth of Oracle’s

product offerings and the international scope of the organization,

longer-tenured directors are a significant strength of the Board

While director tenure is taken into consideration when making

nomination decisions, the Board believes that imposing limits on

director tenure or having a mandatory retirement age would

arbitrarily deprive it of the valuable contributions of its most

experienced members

Governance Highlights

Governance Best Practices

Independent lead director in place with clearly defined role

and responsibilities

Majority of independent directors (9 out of 13) and 100%

independent committees

Robust stockholder outreach and engagement program

Annual director elections (no staggered or classified board

structure)

Single class of voting stock

Director majority voting policy

Annual Board and committee performance evaluations

Stockholder ability to call a special meeting (20%) and to act

by written consent

Executive sessions for independent directors

Board

leadership

structure

–

separate

Chairman

and

CEO

roles

Director and executive officer stock ownership guidelines

Anti-hedging policy applicable to all employees and directors

Adopted proxy access (3/3/20/20)

Managing in the Best Interests of Stockholders

Return of Capital to Stockholders in the Last 5 Years (US$ in Billions):

Over $55 billion of capital

returned to stockholders

Quarterly dividends per

share increased 150%

•

In fiscal 2016:

•

Oracle continued to make strategic acquisitions

•

Grew its Cloud business, and

•

Exercised discipline with stockholder capital

$5.9

$11.0

$9.8

$8.1

$10.4

$1.2

$1.4

$2.2

$2.3

$2.5

FY12

FY13

FY14

FY15

FY16

Stock Repurchases

Dividend Payments

"Safe Harbor" Statement: Statements in this presentation relating to Oracle’s future

plans, expectations, beliefs, intentions and prospects are "forward-looking statements"

and are subject to material risks and uncertainties. A detailed discussion of these factors

and other risks that affect our business is contained in our SEC filings, including our most

recent reports on Form 10-K and Form 10-Q, particularly under the heading "Risk

Factors." Copies of these filings are available online from the SEC or by contacting Oracle

Corporation’s Investor Relations Department at (650) 506-4073 or by clicking on SEC

Filings on Oracle’s Investor Relations website at http://www.oracle.com/investor. All

information set forth in this presentation is current as of September 7, 2016. Oracle

undertakes no duty to update any statement in light of new information or future

events.

Safe Harbor Statement

Oracle (ORCL) 8-KRegulation FD Disclosure