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 16, 2016
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 16, 2016, Oracle Corporation (“Oracle”) held its 2016 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 23, 2016.
Proposal No. 1: Election of Directors
The stockholders elected each of the following persons as a director to hold office until the 2017 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 |
2,750,213,383 | 667,483,566 | 373,899,549 | |||||||||
| H. Raymond Bingham |
2,015,612,917 | 1,402,084,032 | 373,899,549 | |||||||||
| Michael J. Boskin |
2,384,783,643 | 1,032,913,306 | 373,899,549 | |||||||||
| Safra A. Catz |
3,214,981,735 | 202,715,214 | 373,899,549 | |||||||||
| Bruce R. Chizen |
2,466,348,995 | 951,347,954 | 373,899,549 | |||||||||
| George H. Conrades |
2,038,317,812 | 1,379,379,137 | 373,899,549 | |||||||||
| Lawrence J. Ellison |
3,187,142,406 | 230,554,543 | 373,899,549 | |||||||||
| Hector Garcia-Molina |
3,231,905,568 | 185,791,381 | 373,899,549 | |||||||||
| Jeffrey O. Henley |
3,182,338,335 | 235,358,614 | 373,899,549 | |||||||||
| Mark V. Hurd |
3,214,009,816 | 203,687,133 | 373,899,549 | |||||||||
| Renée J. James |
3,300,182,821 | 117,514,128 | 373,899,549 | |||||||||
| Leon E. Panetta |
2,869,208,483 | 548,488,466 | 373,899,549 | |||||||||
| Naomi O. Seligman |
2,020,560,181 | 1,397,136,768 | 373,899,549 | |||||||||
Proposal No. 2: Advisory Vote to Approve Executive Compensation
The stockholders cast an advisory vote to approve executive compensation as follows: 1,542,493,909 shares in favor, 1,866,730,121 shares against, 8,472,919 shares abstaining and 373,899,549 broker non-votes.
Proposal No. 3: 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, 2017, with 3,764,679,643 shares voting in favor, 23,606,715 shares against and 3,310,140 shares abstaining.
Proposal No. 4: Stockholder Proposal Regarding Lobbying Report
The stockholders defeated a stockholder proposal requesting that Oracle’s Board of Directors authorize the preparation of a lobbying report, to be updated annually, with 913,940,846 shares in favor, 2,180,091,554 shares against, 323,664,549 shares abstaining and 373,899,549 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 22, 2016 | By: | /s/ Dorian Daley | ||||
| Name: Dorian Daley | ||||||
| Title: Executive Vice President, General Counsel and Secretary | ||||||