«September 21, 2012 To our Stockholders: You are cordially invited to attend the 2012 Annual Meeting of Stockholders of Oracle Corporation. Our Annual ...»
500 Oracle Parkway
Redwood City, California 94065
September 21, 2012
To our Stockholders:
You are cordially invited to attend the 2012 Annual Meeting of Stockholders of Oracle Corporation. Our
Annual Meeting will be held on Wednesday, November 7, 2012, at 10:00 a.m., in the Oracle Conference Center,
located at 350 Oracle Parkway, Redwood City, California.
We describe in detail the actions we expect to take at the Annual Meeting in the attached Notice of 2012 Annual Meeting of Stockholders and proxy statement. We have also made available a copy of our Annual Report on Form 10-K for fiscal 2012. We encourage you to read the Form 10-K, which includes information on our operations, products and services, as well as our audited financial statements.
This year, we will again be using the “Notice and Access” method of providing proxy materials to stockholders via the Internet. We believe that this process should provide stockholders with a convenient and quick way to access the proxy materials and vote, while allowing us to conserve natural resources and reduce the costs of printing and distributing the proxy materials. We will mail to many of our stockholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access our proxy statement and the Form 10-K and vote electronically via the Internet. This notice will also contain instructions on how to receive a paper copy of your proxy materials.
All stockholders who do not receive a notice will receive a paper copy of the proxy materials by mail or an electronic copy of the proxy materials by email.
Please use this opportunity to take part in our corporate affairs by voting on the business to come before this meeting. Whether or not you plan to attend the meeting, please vote electronically via the Internet or by telephone, or, if you requested paper copies of the proxy materials, please complete, sign, date and return the accompanying proxy card or voting instruction card in the enclosed postage-paid envelope. See “How Do I Vote?” in the proxy statement for more details. Voting electronically, by telephone or by returning your proxy card does NOT deprive you of your right to attend the meeting and to vote your shares in person for the matters acted upon at the meeting. If you cannot attend the meeting in person, we invite you to watch the proceedings via webcast by going to www.oracle.com/investor.
Sincerely, Lawrence J. Ellison Chief Executive Officer 500 Oracle Parkway Redwood City, California 94065
NOTICE OF 2012 ANNUAL MEETING OF STOCKHOLDERSTIME AND DATE........ 10:00 a.m., Pacific Time, on Wednesday, November 7, 2012
We are providing these proxy materials in connection with Oracle Corporation’s 2012 Annual Meeting of Stockholders. The Notice of Internet Availability of Proxy Materials (the “Notice”), this proxy statement and the accompanying proxy card or voting instruction card, including an Internet link to our previously filed 2012 Annual Report on Form 10-K, were first made available to stockholders on or about September 21, 2012. This proxy statement contains important information for you to consider when deciding how to vote on the matters brought before the Annual Meeting. Please read it carefully.
Who is soliciting my vote?
The Board of Directors of Oracle is soliciting your vote at the 2012 Annual Meeting of Stockholders.
What is the purpose of the Annual Meeting?
You will be voting on the following items of business:
• the election of directors (Proposal 1);
• an advisory vote to approve executive compensation (Proposal 2);
• approval of an increase in shares under the Oracle Corporation Amended and Restated 1993 Directors’ Stock Plan (the “Directors’ Stock Plan”) (Proposal 3);
• ratification of the selection of Ernst & Young LLP as our independent registered public accounting firm for fiscal 2013 (Proposal 4); and
• up to four stockholder proposals, if properly presented at the Annual Meeting (Proposals 5 through 8).
If any other business properly comes before the meeting, you will be voting on those items as well.
What are the Board of Directors’ recommendations?
The Board recommends that you vote your shares as follows:
• for the election of each of the directors (Proposal 1);
• for the approval, on an advisory basis, of executive compensation (Proposal 2);
• for the approval of an increase in shares under the Directors’ Stock Plan (Proposal 3);
• for the ratification of the selection of Ernst & Young LLP as our independent registered public accounting firm for fiscal 2013 (Proposal 4);
• against each of the stockholder proposals (Proposals 5 through 8); and • for or against other matters that come before the Annual Meeting, if any, as the proxy holders deem advisable.
1 Who is entitled to vote at the Annual Meeting?
The Board of Directors set September 10, 2012, as the record date for the Annual Meeting (the “record date”). All stockholders who owned Oracle common stock at the close of business on September 10, 2012, may vote at the Annual Meeting.
Who can attend the Annual Meeting?
Only stockholders as of the record date, and any stockholder’s spouse or duly appointed proxy, may attend. No guests will be allowed to attend the Annual Meeting.
What do I need to attend the Annual Meeting and when should I arrive?
The Annual Meeting will be held at the Oracle Conference Center, 350 Oracle Parkway, Redwood City, California.
Admission to the Annual Meeting will begin at 9:00 a.m.
In order to be admitted to the Annual Meeting, you should:
• arrive shortly after 9:00 a.m. to ensure that you are seated by the commencement of the Annual Meeting at 10:00 a.m.;
• be prepared to comply with security requirements, which include security guards searching all bags and attendees passing through a metal detector, among other security measures;
• leave your camera at home because cameras, transmission, broadcasting and other recording devices, including certain smart phones, may not be permitted in the meeting rooms; and • bring photo identification, such as a driver’s license, and proof of ownership of Oracle stock on the record date, September 10, 2012, such as the Notice, a brokerage statement or letter from a bank or broker indicating ownership on September 10, 2012, a proxy card, or legal proxy or voting instruction card provided by your broker, bank or nominee.
Any holder of a proxy from a stockholder must present a properly executed legal proxy and a copy of the proof of ownership.
If you do not provide photo identification and comply with the other procedures outlined above for attending the Annual Meeting in person, we will be unable to admit you to attend in person.
Can I watch the Annual Meeting on the Internet?
Yes, our Annual Meeting will be webcast on November 7, 2012. You are invited to visit www.oracle.com/investor, at 10:00 a.m., Pacific Time, to view the live webcast of the Annual Meeting. An archived copy of the webcast also will be available on our website at www.oracle.com/investor following the Annual Meeting through November 14, 2012.
Why did I receive a notice in the mail regarding the Internet availability of proxy materials this year instead of a paper copy of proxy materials?
We are permitted to furnish proxy materials, including this proxy statement and our 2012 Annual Report on Form 10-K, to our stockholders by providing access to such documents on the Internet instead of mailing printed copies. Most stockholders will not receive printed copies of the proxy materials unless they request them. Instead, the Notice, which was mailed to most of our stockholders, will instruct you as to how you may access and review all of the proxy materials on the Internet. The Notice also instructs you as to how you may submit your proxy on the Internet. If you would like to receive a paper or email copy of our proxy materials, you should follow the instructions for requesting such materials in the Notice. Any request to receive proxy materials by mail or email will remain in effect until you revoke it.
2 Can I vote my shares by filling out and returning the Notice?
No. The Notice identifies the items to be voted on at the Annual Meeting, but you cannot vote by marking the Notice and returning it. The Notice provides instructions on how to vote by Internet and how to request paper copies of the proxy materials.
Why didn’t I receive a notice in the mail regarding the Internet availability of proxy materials?
Stockholders who previously elected to access proxy materials over the Internet will not receive the Notice in the mail. You should have received an email with links to the proxy materials and online proxy voting. Additionally, if you previously requested paper copies of the proxy materials or if applicable regulations require delivery of the proxy materials, you will not receive the Notice.
If you received a paper copy of the proxy materials or the Notice by mail, you can eliminate all such paper mailings in the future by electing to receive an email that will provide Internet links to these documents. Opting to receive all future proxy materials online will save us the cost of producing and mailing documents to your home or business and help us conserve natural resources. To request electronic delivery, please go to www.oracle.com/investor, www.envisionreports.com/orcl or the website provided on your proxy card or voting instruction card.
How many votes do I have?
You will have one vote for each share of our common stock you owned at the close of business on the record date, provided those shares were either held directly in your name as the stockholder of record or were held for you as the beneficial owner through a broker, bank or other nominee.
What is the difference between holding shares as a stockholder of record and beneficial owner?
Most of our stockholders hold their shares through a broker, bank or other nominee rather than directly in their own name. As summarized below, there are some differences between shares held of record and those owned beneficially.
Stockholders of Record. If your shares are registered directly in your name with our transfer agent, Computershare Trust Company, N.A., you are considered the stockholder of record with respect to those shares, and the Notice or proxy materials are being sent directly to you. As the stockholder of record, you have the right to grant your voting proxy directly to us, to vote electronically or to vote in person at the Annual Meeting. If you have requested printed proxy materials, we have enclosed a proxy card for you to use.
Beneficial Owners. If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the beneficial owner of shares held in “street name,” and the Notice or these proxy materials are being forwarded to you by your broker, bank or nominee who is considered the stockholder of record with respect to those shares. As the beneficial owner, you have the right to direct your broker, bank or nominee on how to vote and are also invited to attend the Annual Meeting. However, since you are not the stockholder of record, you may not vote these shares in person at the Annual Meeting, unless you request, complete and deliver a legal proxy from your broker, bank or nominee. If you requested printed proxy materials, your broker, bank or nominee has enclosed a voting instruction card for you to use in directing the broker, bank or nominee regarding how to vote your shares.
How many votes can be cast by all stockholders?
Each share of Oracle common stock is entitled to one vote. There is no cumulative voting. We had 4,825,155,564 shares of common stock outstanding and entitled to vote on the record date.
How many votes must be present to hold the Annual Meeting?
A majority of the shares entitled to vote as of the record date must be present in person or by proxy at the Annual Meeting in order to hold the Annual Meeting and conduct business. This is called a “quorum.” Shares are counted as present at the Annual Meeting if you properly cast your vote in person, electronically or telephonically, or a proxy card has been properly submitted by you or on your behalf. Both abstentions and broker non-votes are counted as present for the purpose of determining the presence of a quorum.
3 How many votes are required to elect directors (Proposal 1)?
Directors are elected by a plurality of the votes cast. This means that the twelve individuals nominated for election to the Board of Directors who receive the most “FOR” votes (among votes properly cast in person, electronically, telephonically or by proxy) will be elected.
While directors are elected by a plurality of votes cast, our Corporate Governance Guidelines include a majority voting policy for directors. This policy states that in an uncontested election, any director nominee who receives an equal or greater number of votes “WITHHELD” from his or her election as compared to votes “FOR” such election and no successor has been elected at such meeting, the director nominee must tender his or her resignation following certification of the stockholder vote. The Nomination and Governance Committee of the Board is required to make recommendations to the Board of Directors with respect to any such tendered resignation. The Board of Directors will act on the tendered resignation within 90 days from the certification of the vote and will publicly disclose its decision, including its rationale.
Only votes “FOR” or “WITHHELD” are counted in determining whether a plurality has been cast in favor of a director nominee; abstentions are not counted for purposes of the election of directors. If you withhold authority to vote with respect to the election of some or all of the nominees, your shares will not be voted with respect to those nominees indicated. For a “WITHHELD” vote, your shares will be counted for purposes of determining whether there is a quorum and will have a similar effect as a vote against that director nominee under our majority voting policy for directors.