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, 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
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
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
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 onNovember 10, 2021 ) 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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