Oracle shareholders approve 350M share increase for 2020 equity plan; bylaws updated

On November 15, 2023, in connection with a periodic review of the bylaws of Oracle, including the effectiveness of SEC rules regarding universal proxy cards and certain changes to the Delaware General Corporation Law (the “DGCL”), the Board adopted amendments to Oracle’s Amended and Restated Bylaws (as amended, the “Amended Bylaws”).

The stockholders cast an advisory vote on the frequency of future votes on the compensation of Oracle’s NEOs as follows: 2,253,954,654 shares for one year, 1,889,363 shares for two years, 13,479,499 shares for three years, 3,863,978 shares abstaining and 251,050,401 broker non-votes.

The stockholders cast an advisory vote approving the compensation of Oracle’s named executive officers (“NEOs”) as follows: 1,651,282,946 shares in favor, 615,035,285 shares against, 6,869,263 shares abstaining and 251,050,401 broker non-votes.

The stockholders approved an amendment to the 2020 Equity Plan, with 1,609,707,568 shares in favor, 658,173,901 shares against, 5,306,025 shares abstaining and 251,050,401 broker non-votes.

Proposal No. 1: Election of Directors The stockholders elected each of the following persons as a director to hold office until the 2024 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 Awo Ablo 2,000,979,359 272,208,135 251,050,401 Jeffrey S. Berg 1,776,677,297 496,510,197 251,050,401 Michael J. Boskin 1,881,572,847 391,614,647 251,050,401 Safra A. Catz 1,924,573,586 348,613,908 251,050,401 Bruce R. Chizen 1,754,323,454 518,864,040 251,050,401 George H. Conrades 1,724,977,850 548,209,644 251,050,401 Lawrence J. Ellison 1,975,567,335 297,620,159 251,050,401 Rona A. Fairhead 1,990,056,771 283,130,723 251,050,401 Jeffrey O. Henley 1,968,299,789 304,887,705 251,050,401 Renée J. James 1,983,016,498 290,170,996 251,050,401 Charles W. Moorman 1,826,114,793 447,072,701 251,050,401 Leon E. Panetta 1,747,128,839 526,058,655 251,050,401 William G.

The stockholders did not approve a stockholder proposal requesting that Oracle prepare a racial and gender pay gap report, with 714,795,113 shares in favor, 1,550,428,453 shares against, 7,963,928 shares abstaining and 251,050,401 broker non-votes.

The stockholders did not approve a stockholder proposal requesting that Oracle’s Board adopt a policy requiring the Chairman of the Board to be independent, with 514,536,873 shares in favor, 1,753,303,803 shares against, 5,346,818 shares abstaining and 251,050,401 broker non-votes.

The stockholders ratified the appointment of Ernst & Young LLP as Oracle’s independent registered public accounting firm for the fiscal year ending May 31, 2024, with 2,462,610,220 shares in favor, 58,488,587 shares against and 3,139,088 shares abstaining.