Form 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 18, 2015

 

 

Oracle Corporation

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-35992   54-2185193

(State or other jurisdiction of

incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

500 Oracle Parkway, Redwood City, California 94065

(Address of principal executive offices) (Zip Code)

(650) 506-7000

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report.)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Item 5.07 Submission of Matters to a Vote of Security Holders

On November 18, 2015, Oracle Corporation (“Oracle”) held its 2015 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 on September 25, 2015.

Proposal No. 1: Election of Directors

The stockholders elected each of the following persons as a director to hold office until the 2016 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

      2,689,085,269         836,525,368         376,389,522   

H. Raymond Bingham

      2,436,958,151         1,088,652,486         376,389,522   

Michael J. Boskin

      2,438,253,085         1,087,357,552         376,389,522   

Safra A. Catz

      2,852,121,958         673,488,679         376,389,522   

Bruce R. Chizen

      2,449,131,780         1,076,478,857         376,389,522   

George H. Conrades

      2,464,612,144         1,060,998,493         376,389,522   

Lawrence J. Ellison

      2,811,306,416         714,304,221         376,389,522   

Hector Garcia-Molina

      2,801,980,590         723,630,047         376,389,522   

Jeffrey O. Henley

      2,815,575,125         710,035,512         376,389,522   

Mark V. Hurd

      2,851,281,306         674,329,331         376,389,522   

Leon E. Panetta

      3,468,219,651         57,390,986         376,389,522   

Naomi O. Seligman

      2,455,133,204         1,070,477,433         376,389,522   

Proposal No. 2: Re-approval of the Oracle Corporation Executive Bonus Plan

The stockholders re-approved the Oracle Corporation Executive Bonus Plan, with 3,290,469,345 shares in favor, 229,278,122 shares against, 5,863,170 shares abstaining and 376,389,522 broker non-votes.

Proposal No. 3: Advisory Vote to Approve Executive Compensation

The stockholders cast an advisory vote to approve executive compensation as follows: 1,695,437,965 shares in favor, 1,811,050,877 shares against, 19,121,795 shares abstaining and 376,389,522 broker non-votes.

Proposal No. 4: 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, 2016, with 3,866,819,604 shares voting in favor, 27,914,476 shares against and 7,266,079 shares abstaining.

Proposal No. 5: Stockholder Proposal Regarding Renewable Energy Targets

The stockholders defeated a stockholder proposal requesting that Oracle set company-wide quantitative targets by March 2016 to increase renewable energy sourcing and/or production, with 140,358,755 shares in favor, 2,974,977,716 shares against, 410,274,166 shares abstaining and 376,389,522 broker non-votes.

Proposal No. 6: Stockholder Proposal Regarding Proxy Access

The stockholders approved a stockholder proposal requesting that Oracle’s Board of Directors (the “Board”) adopt, and present for stockholder approval, a “proxy access” bylaw, with 1,929,004,084 shares in favor, 1,576,837,057 shares against, 19,769,496 shares abstaining and 376,389,522 broker non-votes.

Proposal No. 7: Stockholder Proposal Regarding Quantifiable Performance Metrics

The stockholder proposal regarding quantifiable performance metrics was withdrawn by the stockholder proponents prior to the Annual Meeting and therefore was not voted upon at the Annual Meeting.

Proposal No. 8: Stockholder Proposal Regarding Amendment of Governance Guidelines

The stockholders defeated a stockholder proposal requesting that the Board amend Oracle’s Corporate Governance Guidelines to strike certain sentences and add a new section on stockholder engagement, with 1,231,682,428 shares in favor, 2,281,224,444 shares against, 12,703,765 shares abstaining and 376,389,522 broker non-votes.

Proposal No. 9: Stockholder Proposal Regarding Vote Tabulation

The stockholders defeated a stockholder proposal requesting that the Board amend Oracle’s governing documents to provide that all matters presented to stockholders, other than the election of directors, be decided by a simple majority of the shares voted FOR and AGAINST an item, with 339,035,511 shares in favor, 3,172,001,021 shares against, 14,574,105 shares abstaining and 376,389,522 broker non-votes.

Proposal No. 10: Stockholder Proposal Regarding Lobbying Report

The stockholders defeated a stockholder proposal requesting that the Board authorize the preparation of a lobbying report, to be updated annually, with 942,884,719 shares in favor, 2,206,514,531 shares against, 376,211,387 shares abstaining and 376,389,522 broker non-votes.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  ORACLE CORPORATION
Dated: November 20, 2015   By:   

  /s/ Dorian Daley

      Name:   Dorian Daley
      Title:   Executive Vice President, General Counsel and Secretary