Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain

Officers

On November 10, 2021, at the 2021 Annual Meeting of Stockholders (the "Annual Meeting") of Oracle Corporation ("Oracle"), Oracle's stockholders approved an amendment to the Oracle Corporation 2020 Equity Incentive Plan (the "2020 Equity Plan") to increase the number of shares of common stock reserved for issuance under the 2020 Equity Plan by 300,000,000 shares. Oracle's Board of Directors (the "Board") approved the amendment of the 2020 Equity Plan, subject to stockholder approval, on August 4, 2021.

The foregoing description of the 2020 Equity Plan is qualified in its entirety by reference to the 2020 Equity Plan, as amended, which is filed as Exhibit 10.16 to this report. A more complete description of the terms of the 2020 Equity Plan can be found in "Proposal No. 3-Approval of an Amendment to the Oracle Corporation 2020 Equity Incentive Plan" on pages 67 to 75 of Oracle's definitive proxy statement filed with the U.S. Securities and Exchange Commission on September 24, 2021 (the "2021 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 2021 Proxy Statement.

Proposal No. 1: Election of Directors



The stockholders elected each of the following persons as a director to hold
office until the 2022 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         1,659,795,425        602,905,592       241,951,091
Michael J. Boskin       2,110,985,174        151,715,843       241,951,091
Safra A. Catz           2,162,731,887         99,969,130       241,951,091
Bruce R. Chizen         1,815,515,240        447,185,777       241,951,091
George H. Conrades      1,460,702,785        801,998,232       241,951,091
Lawrence J. Ellison     2,163,114,596         99,586,421       241,951,091
Rona A. Fairhead        2,224,874,586         37,826,431       241,951,091
Jeffrey O. Henley       2,175,596,476         87,104,541       241,951,091
Renée J. James          2,195,024,169         67,676,848       241,951,091
Charles W. Moorman IV   1,565,169,470        697,531,547       241,951,091
Leon E. Panetta         1,474,712,503        787,988,514       241,951,091
William G. Parrett      1,908,379,449        354,321,568       241,951,091
Naomi O. Seligman       1,529,860,334        732,840,683       241,951,091
Vishal Sikka            2,122,816,004        139,885,013       241,951,091

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: 1,358,928,813 shares in favor, 900,029,544 shares against, 3,742,660 shares abstaining and 241,951,091 broker non-votes.

Proposal No. 3: Approval of an Amendment to the Oracle Corporation 2020 Equity Incentive Plan

The stockholders approved an amendment to the 2020 Equity Plan with 1,762,377,240 shares in favor, 494,314,379 shares against, 6,009,398 shares abstaining and 241,951,091 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 Ernst & Young LLP as Oracle's independent registered public accounting firm for the fiscal year ending May 31, 2022, with 2,467,952,666 shares in favor, 34,066,688 shares against and 2,632,754 shares abstaining.

Proposal No. 5: Stockholder Proposal Regarding Racial Equity Audit

The stockholders did not approve a stockholder proposal requesting that Oracle's Board oversee a racial equity audit analyzing Oracle's impacts on non-white stakeholders and communities of color, with 715,611,230 shares in favor, 1,536,754,357 shares against, 10,335,430 shares abstaining and 241,951,091 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 803,808,786 shares in favor, 1,455,613,840 shares against, 3,278,391 shares abstaining and 241,951,091 broker non-votes.

Proposal No. 7: Stockholder Proposal Regarding Political Spending

The stockholders did not approve a stockholder proposal requesting that Oracle adopt a policy requiring any organization which engages in political activities that receives financial support from Oracle to report, at least annually, the organization's expenditures for political activities, with 120,648,279 shares in favor, 2,126,557,352 shares against, 15,495,386 shares abstaining and 241,951,091 broker non-votes.

Item 9.01 Financial Statements and Exhibits




(d) Exhibits



Exhibit
  No.      Description

10.16        Oracle Corporation Amended and Restated 2020 Equity Incentive Plan
           (as approved by the stockholders on November 10, 2021)

104        Cover Page Interactive Data File (embedded within the Inline XBRL
           document)

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