Section 5—Corporate Governance and Management
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On November 4, 2020 (the “Meeting Date”), at the 2020 Annual Meeting of Stockholders (the “Annual Meeting”) of Oracle Corporation (“Oracle”), Oracle’s stockholders approved the Oracle Corporation 2020 Equity Incentive Plan (the “2020 Equity Plan”). The total number of shares authorized for issuance under the 2020 Equity Plan is (i) 90 million new shares of common stock, plus (ii) the number of shares that remained unissued and available for grant under the Oracle Corporation Amended and Restated 2000 Long-Term Equity Incentive Plan (the “Prior Plan”) as of the Meeting Date and (iii) subject to certain adjustments, the number of shares subject to any awards granted under the Prior Plan that were outstanding as of Meeting Date which, after the Meeting Date, would have been available again for issuance under the terms of the Prior Plan had the 2020 Equity Plan not become effective. Oracle’s Board of Directors (the “Board”) approved the 2020 Equity Plan, subject to stockholder approval, on August 6, 2020.
The foregoing description of the 2020 Equity Plan is qualified in its entirety by reference to the 2020 Equity Plan, which is filed as Exhibit 10.15 to this report. A more complete description of the terms of the 2020 Equity Plan can be found in “Proposal No. 3—Approval of the Oracle Corporation 2020 Equity Incentive Plan” on pages 62 to 69 of Oracle’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on September 18, 2020 (the “2020 Proxy Statement”), which description is incorporated by reference herein.
| Item 5.07 | Submission of Matters to a Vote of Security Holders |
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 2020 Proxy Statement.
Proposal No. 1: Election of Directors
The stockholders elected each of the following persons as a director to hold office until the 2021 Annual Meeting of Stockholders and until his or her successor is elected and qualified, or until his or her earlier resignation or removal.
| | | | | | |
| Director Nominee | | Votes For | | Votes Withheld | | Broker Non-Votes |
Jeffrey S. Berg | | 1,989,991,557 | | 525,306,808 | | 266,249,532 |
Michael J. Boskin | | 2,327,247,101 | | 188,051,264 | | 266,249,532 |
Safra A. Catz | | 2,444,150,330 | | 71,148,035 | | 266,249,532 |
Bruce R. Chizen | | 1,926,541,318 | | 588,757,047 | | 266,249,532 |
George H. Conrades | | 2,263,211,249 | | 252,087,116 | | 266,249,532 |
Lawrence J. Ellison | | 2,381,495,599 | | 133,802,766 | | 266,249,532 |
Rona A. Fairhead | | 2,463,310,576 | | 51,987,789 | | 266,249,532 |
Jeffrey O. Henley | | 2,388,740,032 | | 126,558,333 | | 266,249,532 |
Renée J. James | | 2,413,825,496 | | 101,472,869 | | 266,249,532 |
Charles W. Moorman IV | | 2,318,783,117 | | 196,515,248 | | 266,249,532 |
Leon E. Panetta | | 1,947,511,370 | | 567,786,995 | | 266,249,532 |
William G. Parrett | | 2,086,502,629 | | 428,795,736 | | 266,249,532 |
Naomi O. Seligman | | 2,252,504,108 | | 262,794,257 | | 266,249,532 |
Vishal Sikka | | 2,300,787,148 | | 214,511,217 | | 266,249,532 |
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: 1,472,323,958 shares in favor, 1,038,131,771 shares against, 4,842,636 shares abstaining and 266,249,532 broker non-votes.
Proposal No. 3: Approval of the Oracle Corporation 2020 Equity Incentive Plan
The stockholders approved the 2020 Equity Plan with 2,362,977,577 shares in favor, 147,251,964 shares against, 5,068,824 shares abstaining and 266,249,532 broker non-votes.
