Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
On
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
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
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.
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Proposal No. 4: Ratification of Selection of Independent Registered Public Accounting Firm
The stockholders ratified the appointment of
Proposal No. 5: Stockholder Proposal Regarding Pay Equity Report
The stockholders did not approve a stockholder proposal requesting that Oracle prepare a gender and racial pay equity report, with 1,152,959,505 shares in favor, 1,353,289,794 shares against, 9,049,066 shares abstaining and 266,249,532 broker non-votes.
Proposal No. 6: Stockholder Proposal Regarding Independent Board Chair
The stockholders did not approve a stockholder proposal requesting that Oracle's Board adopt a policy requiring the Chair of the Board, whenever possible, to be an independent member of the Board, with 888,320,638 shares in favor, 1,620,980,419 shares against, 5,997,308 shares abstaining and 266,249,532 broker non-votes.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits Exhibit No. Description 10.15Oracle Corporation 2020 Equity Incentive Plan (incorporated by reference to Exhibit 99.1 to Oracle's Registration Statement on Form S-8 filed onNovember 5, 2020 ) 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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