Oracle appoints Stephen Rusckowski, investors back pay and auditor

Rhea-AI Filing Summary

Oracle Corporation reported governance updates from its 2025 Annual Meeting and a new board appointment. The board unanimously elected Stephen Rusckowski as a director, effective immediately. He will receive restricted stock units under Oracle’s Amended and Restated 1993 Directors’ Stock Plan, in a pro rata amount for the remaining months of the fiscal year, vesting in full on the first anniversary of grant if he continues to serve, plus standard cash fees for non-employee directors. He also entered into Oracle’s standard indemnification agreement.

Stockholders elected all director nominees to serve until the 2026 annual meeting. They approved, on an advisory basis, the compensation of Oracle’s named executive officers, with about 1.92 billion shares in favor, and ratified Ernst & Young LLP as independent auditor for the fiscal year ending May 31, 2026 with over 2.54 billion shares in favor.

ORACLE CORP false 0001341439 0001341439 2025-11-18 2025-11-18

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 18, 2025

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.)

2300 Oracle Way, Austin, Texas 78741

(Address of principal executive offices) (Zip Code)

(737) 867-1000

(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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.01 per share		ORCL		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Section 5—Corporate Governance and Management

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On November 18, 2025, the Board of Directors of Oracle Corporation (“Oracle”) unanimously elected Stephen Rusckowski to serve as a director, effective immediately.

Mr. Rusckowski will be granted restricted stock units for shares of Oracle common stock (the “RSUs”) in accordance with Oracle’s Amended and Restated 1993 Directors’ Stock Plan. The RSUs will represent a pro rata amount of the annual equity award granted to non-employee directors based on the number of complete calendar months remaining in Oracle’s current fiscal year. The RSUs will fully vest on the first anniversary of the date of grant provided Mr. Rusckowski continues to serve as a director on the vest date. Mr. Rusckowski will also receive the standard cash compensation for Oracle’s non-employee directors.

Mr. Rusckowski entered into Oracle’s standard form of indemnification agreement pursuant to which Oracle will indemnify him for certain actions taken in his capacity as a director.

Item 5.07 Submission of Matters to a Vote of Security Holders

On November 18, 2025, Oracle held its 2025 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 final voting results 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 26, 2025.

Proposal No. 1: Election of Directors

The stockholders elected each of the following persons as a director to hold office until the 2026 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		1,970,921,678		379,377,888		265,704,606
Jeffrey S. Berg		2,167,434,409		182,865,157		265,704,606
Michael J. Boskin		2,144,795,282		205,504,284		265,704,606
Safra A. Catz		2,287,398,391		62,901,175		265,704,606
Bruce R. Chizen		1,789,428,191		560,871,375		265,704,606
George H. Conrades		2,168,501,144		181,798,422		265,704,606
Lawrence J. Ellison		2,271,537,382		78,762,184		265,704,606
Rona A. Fairhead		2,311,910,112		38,389,454		265,704,606
Jeffrey O. Henley		2,161,523,700		188,775,866		265,704,606
Clayton M. Magouyrk		2,309,110,378		41,189,188		265,704,606
Charles W. Moorman		2,297,980,595		52,318,971		265,704,606
Naomi O. Seligman		2,175,743,875		174,555,691		265,704,606
Michael D. Sicilia		2,309,260,122		41,039,444		265,704,606

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: 1,922,942,188 shares in favor, 423,773,929 shares against, 3,583,449 shares abstaining and 265,704,606 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, 2026, with 2,549,762,065 shares in favor, 63,419,255 shares against and 2,822,852 shares abstaining.

Section 9—Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Description
99.1		Press Release – Oracle Names Stephen Rusckowski to the Board of Directors, dated November 20, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 21, 2025				By:		/s/ Kimberly Woolley
						Name: Kimberly Woolley
						Title: Vice President, Assistant General Counsel and Assistant Secretary

FAQ

What did Oracle (ORCL) announce about its board of directors?

Oracle’s board unanimously elected Stephen Rusckowski as a director, effective immediately. He joins the board as a non-employee director and will receive standard equity and cash compensation for that role.

How will Stephen Rusckowski be compensated as an Oracle (ORCL) director?

Stephen Rusckowski will receive restricted stock units under Oracle’s Amended and Restated 1993 Directors’ Stock Plan, in a pro rata amount of the annual equity award based on remaining months in the fiscal year. These RSUs fully vest on the first anniversary of the grant date if he continues to serve, and he will also get standard cash fees for non-employee directors.

Were Oracle (ORCL) director nominees approved at the 2025 Annual Meeting?

Yes. Stockholders elected all listed director nominees, including Safra A. Catz and Lawrence J. Ellison, to serve until the 2026 Annual Meeting of Stockholders and until their successors are elected and qualified or earlier resignation or removal.

How did Oracle (ORCL) shareholders vote on executive compensation in 2025?

In the advisory vote on executive pay, stockholders cast 1,922,942,188 shares in favor of the compensation of Oracle’s named executive officers, 423,773,929 shares against, with 3,583,449 abstentions and 265,704,606 broker non-votes.

Which audit firm did Oracle (ORCL) shareholders ratify for fiscal 2026?

Stockholders ratified Ernst & Young LLP as Oracle’s independent registered public accounting firm for the fiscal year ending May 31, 2026, with 2,549,762,065 shares voting in favor, 63,419,255 against and 2,822,852 abstaining.

Did Oracle (ORCL) grant any special protections to the new director?

Stephen Rusckowski entered into Oracle’s standard form of indemnification agreement, under which Oracle will indemnify him for certain actions taken in his capacity as a director, consistent with protections provided to other board members.