Oracle: Ellison pledged 413M shares for personal debt
The proxy also discloses that Lawrence J. Ellison had pledged 413 million Oracle shares as collateral as of September 21, 2026.
Rhea-AI Filing Summary
Oracle Corporation is asking stockholders to vote at its virtual 2026 annual meeting on November 18, 2026. The agenda includes election of 13 directors, an advisory vote on named executive compensation, ratification of Ernst & Young LLP for fiscal 2027, and a stockholder proposal on preserving shareholder proposal access rights. The Board recommends votes FOR the nominees, executive compensation and auditor ratification, and AGAINST the proposal. The record date is September 21, 2026.
Oracle appointed Clayton M. Magouyrk and Michael D. Sicilia as CEOs on September 22, 2025, when Safra A. Catz became Executive Vice Chair; Hilary Maxson became CFO on April 6, 2026. The compensation committee says the two CEOs’ options combine time-based and performance-based vesting tied to Oracle’s long-term financial performance. Stockholders approved the 2025 say-on-pay proposal with approximately 82% of votes cast in favor. As of September 21, 2026, Lawrence J. Ellison had pledged 413 million Oracle common shares as collateral to secure personal indebtedness; Oracle’s Governance Committee said the arrangements do not pose a material risk to Oracle or stockholders.
Positive
- None.
Negative
- None.
Filing Explained
The filing says Ellison’s pledged shares secure personal term loans used only for outside ventures; none are in margin accounts or used to hedge his Oracle exposure. It also says he can repay the loans without using the shares, which the Governance Committee cites in concluding the arrangements pose no material risk to Oracle or stockholders.
Key Figures
Key Terms
proxy access bylaw regulatory
say-on-pay regulatory
restricted stock units (RSUs) financial
performance-based vesting financial
pledging arrangements financial
Compensation Summary
- Elect 13 director nominees; the Board recommends FOR each nominee.
- Advisory vote to approve named executive officer compensation; the Board recommends FOR.
- Ratify Ernst & Young LLP as independent registered public accounting firm for fiscal 2027; the Board recommends FOR.
- Stockholder proposal regarding preservation of shareholder proposal access rights; the Board recommends AGAINST.
FAQ
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When is ORCL’s 2026 annual meeting?
What was ORCL’s 2025 say-on-pay vote result?
What are ORCL’s proxy access ownership requirements?
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AI-generated analysis. How Rhea-AI works. Not financial advice.
Table of Contents
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant ☒
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PROXY STATEMENT
We are providing these proxy materials in connection with Oracle Corporation’s 2026 Annual Meeting of Stockholders (the Annual Meeting). 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 most recently filed Annual Report on Form 10-K, were first made available to stockholders on or about September 25, 2026. 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.
HOW DO I VOTE?
Your vote is important. You may vote on the Internet, by telephone, by mail or during the Annual Meeting, all as described below. The Internet and telephone voting procedures are designed to authenticate stockholders by use of a control number and to allow you to confirm that your instructions have been properly recorded. If you vote by telephone or on the Internet, you do not need to return your proxy card or voting instruction card.
Telephone and Internet voting facilities are available now and will be available 24 hours a day until 11:59 p.m., Eastern Time, on November 17, 2026.
Vote on the Internet
If you are a stockholder of record, you may submit your proxy by going to www.proxyvote.com and following the instructions provided in the Notice. If you requested printed proxy materials, you may follow the instructions provided with your proxy materials and on your proxy card. If your shares are held with a broker, you will need to go to the website provided on your Notice or voting instruction card. Have your Notice, proxy card or voting instruction card in hand when you access the voting website. On the Internet voting site, you can confirm that your instructions have been properly recorded. If you vote on the Internet, you can also request electronic delivery of future proxy materials.
Vote by Telephone
If you are a stockholder of record, you can also vote by telephone by dialing 1-800-690-6903. If your shares are held with a broker, you can vote by telephone by dialing the number specified on your voting instruction card. Easy-to-follow voice prompts will allow you to vote your shares and confirm that your instructions have been properly recorded. Have your proxy card or voting instruction card in hand when you call.
Vote by Mail
If you have requested printed proxy materials, you may choose to vote by mail, by marking your proxy card or voting instruction card, dating and signing it, and returning it in the postage-paid envelope provided. If the envelope is missing and you are a stockholder of record, please mail your completed proxy card to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. If the envelope is missing and your shares are held with a broker, please mail your completed voting instruction card to the address specified therein. Please allow sufficient time for mailing if you decide to vote by mail.
Please note that if you received a Notice, 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.
2026 Annual Meeting of Stockholders |
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BOARD OF DIRECTORS
Nominees for Directors
Our Board has nominated 13 individuals for election as directors for a one-year term, 11 of whom stood for election at our last annual meeting of stockholders.
Dr. Mihaljevic and Mr. Rusckowski have been added to the Board since the last annual meeting and are included in the nominee slate for the Annual Meeting. Dr. Mihaljevic and Mr. Rusckowski were identified as potential directors by the Nomination and Governance Committee. George H. Conrades and Naomi O. Seligman served as directors during fiscal 2026 until their retirement in January 2026.
Director Qualifications
Our Corporate Governance Guidelines (described in “Corporate Governance—Corporate Governance Guidelines” on page 26) contain Board membership qualifications that apply to Board nominees recommended by the Governance Committee. When considering director nominees, the Governance Committee looks at each candidate’s character, acumen and business judgment, while also focusing on the overall mix of strengths on the Board including, among others, industry and technical knowledge and experience; management, accounting and finance expertise; leadership and strategic vision. Consistent with our Corporate Governance Guidelines, the Governance Committee believes that the Board is enriched by varied perspectives, backgrounds and experiences in order to create an outstanding, dynamic and effective Board to represent the interests of the stockholders.
The Governance Committee also takes director tenure into consideration when making director nomination decisions and believes that it is desirable to maintain a mix of longer-tenured, experienced directors that have developed increased institutional knowledge of and valuable insight into our company and its operations and newer directors with fresh perspectives. The Governance Committee and the Board also believe that longer-tenured, experienced directors are a significant strength of the Board, given the large size of our company, the breadth of our product offerings and the international scope of our organization. See “Corporate Governance—Director Tenure and Board Refreshment” on page 35 for more information.
Below we identify the key experiences, qualifications and skills our director nominees bring to the Board and that the Board considers important in light of Oracle’s businesses and industry.
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Industry Knowledge and Experience
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We seek directors with experience as executives, directors or leaders in the technology sectors in which we compete, as our long-term success depends on continued innovation and strategic investment in products, technologies and infrastructure, including AI, cloud infrastructure and applications, and database technologies. We believe this industry-specific experience enhances the Board’s ability to understand our business and products, evaluate our competitive position, oversee our strategy and capital investments and monitor emerging technology trends. |
2026 Annual Meeting of Stockholders |
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Management, Oversight of Complex Organizations, Accounting and Finance Expertise
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We believe that an understanding of management practices, oversight of complex organizations and accounting/finance expertise is important for our directors. We value management experience in our directors as it provides a practical understanding of organizations, processes, strategies, risk management and the methods to drive change and growth that equips the Board to, among other things, identify and recommend improvements to our business operations, sales and marketing approaches and product strategy. We also seek to have at least one independent director who qualifies as an audit committee financial expert and we expect all of our directors serving on the Finance and Audit Committee (the F&A Committee) to be financially knowledgeable. |
Business Judgment, Leadership and Strategic Vision
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We believe that directors with experience in significant leadership positions are commonly required to demonstrate excellent business judgment, leadership skills and strategic vision. We seek directors with these characteristics as they bring important insights to Board deliberations and processes. We also believe that it is important to have directors with experience leading other large, complex organizations who can collaborate with and provide counsel to our executive management team. |
The Board evaluates its own composition in the context of the broad range of experiences and perspectives that the directors collectively bring to the boardroom. Their backgrounds provide the Board with vital insights. The matrix below summarizes what our Board believes are desirable skills and experiences for director nominees in light of our current business strategy but does not encompass all skills and experiences of such director nominees. Each director nominee’s biography provides further details regarding each nominee’s specific qualifications.
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Key Skills & Experience |
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Ablo |
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Berg |
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Boskin |
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Catz |
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Chizen |
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Ellison |
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Fairhead |
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Henley |
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Magouyrk |
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Mihaljevic |
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Moorman |
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Rusckowski |
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Sicilia |
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Technology Industry |
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Risk Management |
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Strategic Transformation |
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Global Organizations |
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Long-term Growth Strategy |
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Healthcare Industry |
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Governmental Affairs and Regulation |
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Finance and Accounting |
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International Tax and Monetary Policy |
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Technological Innovation and IP |
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Cybersecurity |
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Executive Leadership and Talent Development |
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Former/current director at another public company |
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Recommendations of Director Candidates
The Governance Committee will consider all properly submitted candidates recommended by stockholders for Board membership. Our Corporate Governance Guidelines (available on our website at www.oracle.com/goto/corpgov) set forth the Governance Committee’s policy regarding the consideration of all properly submitted candidates recommended by stockholders as well as candidates recommended by current Board members and others.
Any stockholder wishing to recommend a candidate for consideration for nomination by the Governance Committee must provide proper written notice to the Corporate Secretary of Oracle by mail at Oracle Corporation, 2300 Oracle Way, Austin, Texas 78741 or by email (Corporate_Secretary@oracle.com) with a confirmation copy sent by mail to the address above. The written notice must include the candidate’s name, biographical data and qualifications and a written consent from the candidate agreeing to be named as a nominee and to serve as a director if nominated and elected. However, there is no guarantee that the candidate will be nominated.
Potential director candidates are generally suggested to the Governance Committee by current Board members and stockholders and are evaluated at meetings of the Governance Committee. In evaluating such candidates, every effort is made to complement and strengthen skills within the existing Board. The Governance Committee seeks Board approval of the final candidates recommended by the Governance Committee. The same evaluation procedures apply to all candidates for director, whether submitted by stockholders or otherwise.
Information regarding procedures for the stockholder submission of director nominations to be considered at our next annual meeting of stockholders may be found in “Corporate Governance—Proxy Access and Director Nominations” on page 27 and “Stockholder Proposals for the 2027 Annual Meeting” on page 90. Submissions must follow the requirements set forth in our Bylaws.
In addition, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than our nominees must provide notice that sets forth the information required by Rule 14a-19 under the Securities Exchange Act of 1934 (Exchange Act) no later than September 19, 2027. However, we note that this date does not supersede any of the requirements or timing set forth in our Bylaws.
Communications with the Board
Any person wishing to communicate with any of our directors, including our lead independent director and our other independent directors, regarding bona fide issues about Oracle may send an email to Corporate_Secretary@oracle.com or may write to the director(s), c/o the Corporate Secretary of Oracle at 2300 Oracle Way, Austin, Texas 78741. The Corporate Secretary will periodically forward relevant communications to the appropriate directors or committees of the Board. In addition, we present germane communications, as well as draft responses, at meetings of our Governance Committee. These communications and draft responses are also provided to the appropriate committee or group of directors based on the subject matter of the communication; for example, communications regarding executive compensation are provided to our Compensation Committee, in addition to our Governance Committee.
18 |
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The Board has determined that all directors who served during fiscal 2026 on the Compensation, F&A, Governance and Independence Committees were independent under the applicable New York Stock Exchange (NYSE) listing standards during the periods they served on those committees. The Board has also determined that all directors who served during fiscal 2026 on the Compensation and F&A Committees satisfied the applicable NYSE and U.S. Securities and Exchange Commission (SEC) heightened independence standards for members of compensation and audit committees during the periods they served on those committees. See “Corporate Governance—Board of Directors and Director Independence” on pages 34 and 35 for more information.
The Finance and Audit Committee |
The F&A Committee oversees our accounting and financial reporting processes and the audit and integrity of our financial statements, assists the Board in fulfilling its oversight responsibilities regarding audit, finance, accounting, cybersecurity, tax and legal compliance and risk, and evaluates merger and acquisition transactions and investment transactions proposed by management. In particular, the F&A Committee is responsible for overseeing the engagement, independence, compensation, retention and services of our independent registered public accounting firm. The F&A Committee’s primary responsibilities and duties are to:
The F&A Committee held executive sessions with our independent registered public accounting firm on multiple occasions in fiscal 2026. The Board has determined that each of Dr. Boskin and Mrs. Fairhead qualifies as an “audit committee financial expert” as defined by SEC rules.
The Compensation Committee |
The Compensation Committee helps us attract, retain and incentivize talented executives. The Compensation Committee’s primary responsibilities and duties are to:
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In determining any component of executive or director compensation, the Compensation Committee considers the aggregate amounts and mix of all components in its decisions. Our legal department, human resources department and the Compensation Committee’s independent compensation consultant support the Compensation Committee in its work. For additional details regarding the Compensation Committee’s role in determining executive compensation, including its engagement of an independent compensation consultant, refer to “Executive Compensation—Compensation Discussion and Analysis” beginning on page 40. See “Executive Compensation—Compensation Discussion and Analysis—Elements of Our Executive Compensation Program—Long-Term Incentive Compensation—Equity Awards and Grant Administration” on page 56 for a discussion of the Compensation Committee’s role as the administrator of our stock plans and for a discussion of our policies and practices regarding the grant of our equity awards.
Risk Assessment of Compensation Policies and Practices
The Compensation Committee, in consultation with management and Compensia, Inc., the committee’s independent compensation consultant, has assessed the compensation policies and practices applicable to our executive officers and other employees and concluded that they do not create risks that are reasonably likely to have a material adverse effect on Oracle. The Compensation Committee conducts this assessment annually.
Compensation Committee Interlocks and Insider Participation
No member of the Compensation Committee has ever been an officer or employee of Oracle or of any of our subsidiaries or affiliates or has had any relationship with Oracle requiring disclosure under Item 404 of Regulation S-K under the Exchange Act. During the last fiscal year:
The Nomination and Governance Committee |
The Governance Committee’s primary responsibilities and duties are to:
2026 Annual Meeting of Stockholders |
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The Committee on Independence Issues |
The Independence Committee is comprised solely of independent directors and is charged with reviewing and approving individual transactions, or a series of related transactions, involving amounts in excess of $120,000 between us (or any of our subsidiaries) and any of our affiliates, such as an executive officer, director or owner of 5% or more of our common stock. The Independence Committee’s efforts are intended to ensure that each proposed related person transaction is on terms that, when taken as a whole, are fair to us. If any member of the Independence Committee would derive a direct or indirect benefit from a proposed transaction, he or she is excused from the review and approval process with regard to that transaction. The role of the Independence Committee also encompasses monitoring of related person relationships as well as reviewing proposed transactions and other matters for potential conflicts of interest and possible corporate opportunities in accordance with our Global Conflict of Interest Policy. In addition, the Independence Committee evaluates and makes recommendations to the Board regarding the independence of each non-employee director under the applicable NYSE listing standards.
Director Compensation
Highlights
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Initial and annual equity awards capped at a maximum dollar value |
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Emphasis on equity to align director compensation with our stockholders’ long-term interests |
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No committee chair equity awards |
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No per-meeting fees |
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Stockholder-approved limits on equity awards |
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No performance-based equity awards |
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Robust stock ownership guidelines (see page 31 for details) |
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No retirement benefits or perquisites |
Overview
Our directors play a critical role in guiding our strategic direction and overseeing the management of Oracle. Ongoing developments in corporate governance, executive compensation and financial reporting have resulted in increased demand for highly qualified and productive public company directors. In addition, Oracle’s acquisition program and expansion into new lines of business, including in connection with Oracle’s cloud and AI transition, can demand substantial time commitments from our directors.
The compensation paid to our non-employee directors is designed to be commensurate with the considerable time commitments, requisite skill set and the many responsibilities and risks of being a director of a public company of Oracle’s size, complexity and profile. Our non-employee directors are compensated based on their respective levels of Board participation and responsibilities, including service on Board committees. Our non-employee directors display a high level of commitment and flexibility in their service to Oracle. Several of our directors serve on more than one committee. Our non-employee directors regularly engage with our senior management and meet with our stockholders throughout the year to better understand their perspectives. Annual cash retainers and equity awards granted to our non-employee directors are intended to correlate with their respective qualifications, responsibilities and time commitments.
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Fiscal 2026 Director Compensation Table
The following table provides summary information regarding the compensation we paid to our non-employee directors in fiscal 2026.
Name |
Fees Earned or Paid |
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Stock Awards |
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Total ($) |
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Awo Ablo |
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77,153 |
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346,968 |
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424,121 |
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Jeffrey S. Berg |
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115,536 |
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346,968 |
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462,504 |
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Michael J. Boskin |
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127,500 |
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346,968 |
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474,468 |
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Bruce R. Chizen |
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107,500 |
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346,968 |
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454,468 |
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George H. Conrades (1) |
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70,500 |
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— |
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70,500 |
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Rona A. Fairhead |
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83,292 |
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346,968 |
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430,260 |
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Tomislav Mihaljevic (2) |
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3,709 |
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346,968 |
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350,677 |
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Charles W. Moorman |
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102,153 |
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346,968 |
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449,121 |
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Leon E. Panetta (3) |
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43,200 |
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— |
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43,200 |
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William G. Parrett (4) |
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31,524 |
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— |
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31,524 |
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Stephen H. Rusckowski (5) |
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37,778 |
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520,286 |
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558,064 |
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Naomi O. Seligman (6) |
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46,931 |
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— |
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46,931 |
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(1) The cash amounts reported for Mr. Conrades reflect service as a director through his retirement on January 5, 2026.
(2) Dr. Mihaljevic joined the Board on May 6, 2026, and his fiscal 2026 cash compensation was prorated accordingly. Under the Directors’ Stock Plan, initial equity grants are prorated based on the number of full months remaining in the fiscal year. Because no full months remained in fiscal 2026 following his appointment, Dr. Mihaljevic did not receive an initial prorated equity grant. He received the annual equity grant made to all non-employee directors on May 31, 2026.
(3) The cash amounts reported for Secretary Panetta reflect service as a director through November 18, 2025.
(4) The cash amounts reported for Mr. Parrett reflect service as a director through November 18, 2025.
(5) Mr. Rusckowski joined the Board on November 18, 2025, and his fiscal 2026 cash compensation was prorated accordingly. Under the Directors’ Stock Plan, he received an initial equity grant of 793 RSUs, reflecting a prorated grant based on the number of full months remaining in fiscal 2026, as well as the annual equity grant made to all non-employee directors on May 31, 2026.
(6) The cash amounts reported for Ms. Seligman reflect service as a director through her retirement on January 7, 2026.
(7) The amounts reported in this column represent the aggregate grant date fair values of RSUs computed in accordance with the Financial Accounting Standards Board’s (FASB) Accounting Standards Codification (ASC) Topic 718, Compensation—Stock Compensation (FASB ASC 718). The non-employee directors have not presently realized a financial benefit from these awards because none of the RSUs granted in fiscal 2026 have vested and are subject to continued service through the vesting date. For information on the valuation assumptions used in our stock-based compensation computations, see Note 11 of Notes to our Consolidated Financial Statements included in our Annual Report on Form 10-K for fiscal 2026.
(8) The following table provides additional information concerning the outstanding stock awards (in the form of RSUs) and stock options held by our non-employee directors as of May 31, 2026.
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Name |
Total Unvested RSUs |
RSUs |
Total Option Awards |
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Awo Ablo |
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1,550 |
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1,550 |
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— |
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Jeffrey S. Berg |
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1,550 |
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1,550 |
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— |
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Michael J. Boskin |
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1,550 |
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1,550 |
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— |
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Bruce R. Chizen |
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1,550 |
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1,550 |
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— |
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George H. Conrades |
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— |
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— |
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— |
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Rona A. Fairhead |
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1,550 |
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|
|
|
1,550 |
|
|
|
|
— |
|
|
Tomislav Mihaljevic |
|
|
1,550 |
|
|
|
|
1,550 |
|
|
|
|
— |
|
|
Charles W. Moorman |
|
|
1,550 |
|
|
|
|
1,550 |
|
|
|
|
— |
|
|
Leon E. Panetta |
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
William G. Parrett |
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
Stephen H. Rusckowski (a) |
|
|
2,343 |
|
|
|
|
2,343 |
|
|
|
|
— |
|
|
Naomi O. Seligman |
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
(a) Mr. Rusckowski joined the Board on November 18, 2025, and his fiscal 2026 cash compensation was prorated accordingly. As a new director, in accordance with the Directors’ Stock Plan, Mr. Rusckowski received two equity grants during fiscal 2026: an initial one-time prorated equity grant of 793 RSUs on the effective date of his appointment on November 18, 2025, and the annual grant received by all non-employee directors on May 31, 2026, each of which will vest on the first anniversary of the applicable date of grant. All other RSUs reported in this column were granted on May 31, 2026 and vest on the first anniversary of the date of grant (May 31, 2027).
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CORPORATE GOVERNANCE
We regularly monitor developments in corporate governance and review our processes and procedures in light of such developments. As part of those efforts, we review federal laws affecting corporate governance, as well as rules adopted by the SEC and NYSE. We believe we have in place corporate governance procedures and practices that are designed to enhance our stockholders’ interests.
Corporate Governance Guidelines
The Board has adopted Corporate Governance Guidelines (the Guidelines), which address the following matters:
• director qualifications; • director majority voting and mandatory resignation policy; • director responsibilities, including risk oversight; • executive sessions and leadership roles, including the duties of the lead independent director; • director commitments and conflicts of interest; • Board committees; • director access to officers and employees; |
• director compensation; • director orientation and continuing education; • director and senior officer stock ownership requirements; • CEO evaluations; • stockholder communications with the Board; • performance evaluations of the Board and its committees; and • management succession. |
The Guidelines require all members of the F&A, Compensation, Governance and Independence Committees to be independent, each in accordance with or as defined in the rules adopted by the SEC and the NYSE. The Independence Committee and the Board make this determination annually for all non-employee directors.
The Board and each committee have the power to hire legal, accounting, financial or other outside advisors as they deem necessary in their best judgment without the need to obtain the prior approval of any officer of Oracle. Directors have full and free access to officers and employees of Oracle and may ask questions and conduct investigations as they deem appropriate to fulfill their duties.
Conflict of interest expectations for our non-employee directors are addressed in the Guidelines and provide that each non-employee director must disclose to our Chief Legal Officer:
The Chief Legal Officer must report all such disclosures to the Independence Committee, and the Board must consider such disclosures and other available information and take such actions as it considers appropriate. All directors are expected to comply with Oracle’s Code of Ethics and Business Conduct, except that for our non-employee directors, the provisions regarding conflicts of interest in the Guidelines supersede these same provisions in the Code of Ethics and Business Conduct.
The Guidelines provide for regular executive sessions to be held by non-employee directors. The Guidelines also provide that the Board or Oracle will establish or provide access to appropriate orientation programs or materials for the benefit of newly elected directors, including presentations from senior management.
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Under the Guidelines, the Governance Committee and the Board periodically evaluates the appropriate size of the Board and may make any changes the Board deems appropriate. The Compensation Committee is required under the Guidelines to conduct an annual review of our CEOs’ performance and compensation, and the Board reviews the Compensation Committee’s report to ensure the CEOs are providing the best leadership for Oracle in the short and long term.
The Guidelines are posted, and we intend to disclose any future amendments to the Guidelines, on our website at www.oracle.com/goto/corpgov.
Proxy Access and Director Nominations
Under our proxy access bylaw, a stockholder (or a group of up to 20 stockholders) owning at least 3% of Oracle’s outstanding shares continuously for at least three years may nominate and include in Oracle’s annual meeting proxy materials director nominees constituting up to the greater of two individuals or 20% of the Board, provided that the stockholders and the nominees satisfy the requirements specified in our Bylaws.
See “Stockholder Proposals for the 2027 Annual Meeting” on page 90 for information on the requirements for stockholders who wish to submit a director nomination for inclusion in our 2027 proxy statement or submit a director nomination to be presented at our 2027 Annual Meeting of Stockholders (but not for inclusion in our proxy statement).
Majority Voting Policy
The Guidelines set forth our majority voting and mandatory resignation policy for directors, which states that, in an uncontested election, if any director nominee receives an equal or greater number of votes WITHHELD from his or her election as compared to votes FOR such election (a Majority Withheld Vote) and no successor has been elected at such meeting, the director must promptly tender his or her resignation following certification of the stockholder vote.
The Governance Committee must consider the resignation offer and a range of possible responses based on the circumstances that led to the Majority Withheld Vote, if known, and make a recommendation to the Board as to whether to accept or reject the tendered resignation, or whether other action should be taken. The Governance Committee in making its recommendation, and the Board in making its decision, may each consider any factors or other information that it considers appropriate and relevant, including, but not limited to:
The Board will act on the Governance Committee’s recommendation within 90 days following certification of the stockholder vote. The Board may accept or reject a director’s resignation. Thereafter, the Board will promptly publicly disclose in a report furnished to the SEC its decision regarding the tendered resignation, including its rationale for accepting or rejecting the tendered resignation. If the Board accepts a director’s resignation, then the Board, in its sole discretion, may fill any resulting vacancy or may decrease the size of the Board, in each case pursuant to our Bylaws. If a director’s resignation is not accepted by the Board, such director will continue to serve until the next annual meeting and until his or her successor is duly elected, or his or her earlier resignation or removal.
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Any director who tenders his or her resignation pursuant to this policy may not participate in the Governance Committee recommendation or Board action regarding whether to accept his or her resignation offer. However, if a majority of the members of the Governance Committee received a Majority Withheld Vote at the same election, then the independent directors who did not receive a Majority Withheld Vote must appoint a committee among themselves to consider any resignation offers and recommend to the Board whether to accept such resignation offers.
Through this policy, the Board seeks to be accountable to all stockholders and respects the rights of stockholders to express their views through their votes for directors. However, the Board also deems it important to preserve sufficient flexibility to make sound evaluations based on the relevant circumstances in the event of a greater than or equal to 50% WITHHELD vote against a specific director. For example, the Board may wish to assess whether the sudden resignations of one or more directors would materially impair the effective functioning of the Board. The Board’s policy is intended to allow the Board to react to situations that could arise if the resignation of multiple directors would prevent a key committee from achieving a quorum. The policy also would allow the Board to assess whether a director was targeted for reasons unrelated to his or her Board performance at Oracle. The policy imposes a short time frame for the Board to consider a director nominee’s resignation and make its decision public.
Insider Trading Policy
We are committed to promoting high standards of ethical business conduct and compliance with applicable laws, rules and regulations. As part of this commitment, we have
Prohibition on Speculative Transactions and Pledging Policy
- pledges of securities of a target company that are in place at the time Oracle acquires such company are permitted; and
- Mr. Ellison may continue to pledge Oracle securities as collateral to secure or guarantee indebtedness, but he may not hold Oracle securities in a margin account.
The Pledging Policy also requires the Governance Committee to review all pledging arrangements, assess any risks to Oracle and its stockholders and report on the arrangements to the F&A Committee and the Board. The Pledging Policy provides that all pledges must comply with Oracle’s Insider Trading Policy and must be pre-cleared as specified in Oracle’s Trading Pre-clearance Procedures. The Governance Committee may periodically seek outside advice and counsel in connection with its oversight of pledging arrangements.
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No other executive officer or director, or any of their immediate family members, holds shares of Oracle common stock that have been pledged to secure any personal or other indebtedness. Every fiscal quarter, the Governance Committee reviews Mr. Ellison’s pledging arrangements from a risk management perspective and regularly provides a report to the F&A Committee and the Board. In accordance with the Pledging Policy, the Governance Committee considers the following when reviewing the pledging arrangements:
- the total number of shares of Oracle common stock outstanding; and
- the total number of shares of Oracle common stock owned by Mr. Ellison;
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Stock Ownership Guidelines for Directors and Senior Officers
Non-employee directors and senior officers are required to maintain a significant ownership interest in Oracle common stock to align their interests with the long-term interests of our stockholders. The Compensation Committee oversees and reviews compliance with these ownership requirements, which we refer to as the Stock Ownership Guidelines, and periodically reviews and recommends changes to such requirements. The Stock Ownership Guidelines were most recently revised in January 2026.
Under the revised Stock Ownership Guidelines, each of our non-employee directors and senior officers must own shares of Oracle common stock having a value equal to the applicable multiple set forth below within five years from the date such person becomes a director or senior officer:
Title |
Minimum Ownership |
|
Executive Chair and CTO |
|
15x salary |
CEOs |
|
15x salary |
Presidents |
|
10x salary |
Executive Vice Presidents who are Section 16 Officers (including Executive Vice Chairs |
|
5x salary |
All other Executive Vice Presidents |
|
3x salary |
Non-employee directors |
|
10x cash |
For purposes of administering the Stock Ownership Guidelines, each ownership requirement is converted annually into a number of shares. The applicable salary or retainer multiple is multiplied by the individual’s annual base salary or annual cash retainer, as applicable, in effect at fiscal year-end, and the resulting amount is divided by the average closing price of Oracle common stock over the 30 trading days ending on the last trading day of the fiscal year. The resulting share requirement remains in effect until the next annual calculation.
Each person promoted from within the senior officer positions has five years from the date of his or her promotion to comply with any increased ownership requirement. Shares of Oracle common stock that count toward satisfying the Stock Ownership Guidelines include any shares held directly or through a trust or broker; shares held by a spouse; shares held through our 401(k) Plan and our Oracle Corporation Employee Stock Purchase Plan (the ESPP); and shares underlying vested but unexercised stock options, with 50% of the “in-the-money” value of such options being used for this calculation. Full-value awards, such as RSUs, do not count toward satisfying the Stock Ownership Guidelines until they vest and 50% of the value of deferred, vested RSUs counts towards this calculation. We believe all of our non-employee directors and senior officers either satisfied the Stock Ownership Guidelines or have additional time to comply within the applicable five-year compliance period. Many of our non-employee directors and senior officers maintain holdings of Oracle common stock significantly in excess of the minimum requirement.
Board Leadership Structure
The roles of Board Chair and CEO are currently filled by separate individuals. Since September 2014, Mr. Ellison has served as our Executive Chair. Each of Mr. Magouyrk and Mr. Sicilia has served as a CEO since September 2025, and Ms. Catz served as CEO from September 2014 to September 2025.
The Board believes that the separation of the offices of the Chair and CEO is appropriate at this time because it allows our CEOs to focus primarily on Oracle’s business strategy, operations and corporate vision. The Board elects our Chair and our CEOs, and each of these positions may be held by the same person or by different people. We believe it is important that the Board retain flexibility to determine whether these roles should be separate or combined based upon the Board’s assessment of the company’s needs and Oracle’s leadership at a given point in time. The Board believes our company and our stockholders benefit from this flexibility, as our
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While the Board has the ultimate oversight responsibility for Oracle’s risk management policies and processes, various committees of the Board also have the following responsibilities for risk oversight.
|
|
|
||
Compensation Committee |
|
|
|
Considers the risks associated with our compensation policies and practices, with respect to executive compensation, director compensation and employee compensation generally, as well as human capital management, including talent acquisition, development and retention. |
|
|
|
|
|
|
|
|
||
F&A Committee |
|
|
|
Oversees risks associated with our financial statements and financial reporting, our independent registered public accounting firm, our internal audit function, tax issues, credit and liquidity, capital investments and financing activities supporting cloud infrastructure and data center capacity, information technology, privacy and cybersecurity, material acquisitions, legal and regulatory matters and Code of Ethics and Business Conduct compliance. |
|
|
|
|
|
|
|
|
||
Governance Committee |
|
|
|
Oversees risks associated with our overall governance practices and the leadership structure of management and the Board, as well as risks related to the pledging of Oracle securities. Oversees and periodically reviews ESG matters such as environmental sustainability and greenhouse gas emissions, climate change, energy transition and workforce and Board composition, including through the review of a matrix that breaks down oversight of ESG matters by Board committee. In accordance with our Pledging Policy, the Governance Committee regularly reviews Mr. Ellison’s pledging arrangements from a risk management perspective and provides a report to the F&A Committee and the Board, as described in “Corporate Governance—Prohibition on Speculative Transactions and Pledging Policy” on pages 28 and 29. The Governance Committee also periodically reviews and assesses the adequacy of our policies, plans and procedures with respect to succession planning for Oracle’s key executive officers, including the CEOs and the CTO. Going forward and consistent with past practice, the Board intends to hold an executive session with the CEOs and the CTO to discuss potential successors and the performance, strengths and weaknesses of any such candidates. The Board also receives regular presentations on different areas of Oracle’s business, which allows the directors to evaluate members of management for succession planning purposes. |
|
|
|
|
|
|
|
|
||
Independence Committee |
|
|
|
Reviews risks arising from transactions with related persons and director independence issues. |
The Board is informed of each committee’s risk oversight and other activities via regular reports of the committee chairs to the full Board. For example, the F&A Committee reviews proposed acquisitions that exceed a designated threshold, evaluating potential risks and deciding whether to recommend approval to the Board. It also conducts periodic reviews of completed acquisitions to assess whether the acquired companies are meeting performance expectations.
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In addition, the full Board plays an active oversight and risk mitigation role through its regular review of Oracle’s strategic direction. While management is responsible for setting Oracle’s strategic direction, the directors review Oracle’s strategy at every regular meeting of the Board. One Board meeting each year is dedicated to strategy and has historically been held off-site. The Board engages in candid discussions with management with respect to Oracle’s strategic direction. We believe this Board oversight helps identify and mitigate risks associated with our overall business strategy.
Board of Directors and Director Independence
Each of our directors stands for election every year. We do not have a classified or staggered board. If the director nominees are elected at the Annual Meeting, the Board will be composed of five non-independent directors (Mr. Ellison, Mr. Magouyrk, Mr. Sicilia, Ms. Catz and Mr. Henley) and eight independent directors.
Upon the recommendation of the Independence Committee, the Board determined that each of the following directors who served in fiscal 2026 is independent (as defined by applicable NYSE listing standards and our Corporate Governance Guidelines): Ms. Ablo, Mr. Berg, Dr. Boskin, Mr. Chizen, Mrs. Fairhead, Dr. Mihaljevic, Mr. Moorman and Mr. Rusckowski. The Board also determined, upon recommendation of the Independence Committee, that Mr. Conrades and Ms. Seligman, each of whom retired in January 2026, were independent during the time he or she served on the Board in fiscal 2026. Therefore, all directors who served during fiscal 2026 on the Compensation, F&A, Governance and Independence Committees were independent under the applicable NYSE listing standards and SEC rules. The Board further determined, upon recommendation of the Independence Committee, that all directors who served during fiscal 2026 on the Compensation and F&A Committees satisfied the applicable NYSE and SEC heightened independence standards for members of compensation and audit committees.
In making the independence determinations, the Board and the Independence Committee considered all facts and circumstances relevant under the NYSE listing standards and SEC rules, including any relationships between Oracle and entities affiliated with the directors. In particular, the following relationships were considered:
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In fiscal 2026, members of our Compensation Committee held meetings with seven large institutional stockholders. Thus far in fiscal 2027, we have reached out to nine large institutional stockholders to set up meetings with members of the Compensation Committee.
➢ Executive Director Engagement As part of our regular Investor Relations engagement program, a number of our executive directors hold meetings with a number of our institutional stockholders throughout the year. We also hold an annual financial analyst meeting at Oracle AI World in Las Vegas, Nevada, where analysts are invited to ask questions and hear presentations from key members of our management team, including a number of our executive directors. |
|
➢ Legal and Investor Relations Engagement Members of our Legal and Investor Relations teams also engage with stockholders throughout the year. Stockholder proposals, if any, are presented to the Governance Committee and the committee provides recommendations to the Board regarding such proposals. Prior to the filing of a proxy statement, members of our Legal team typically reach out to engage with any stockholder proponents. Following the filing of the proxy statement, representatives of our Legal and Investor Relations teams reach out to stockholders to offer the opportunity for additional engagement on items included in the annual stockholder meeting agenda and to solicit feedback. When appropriate, independent directors also participate in these discussions. |
See pages 6 and 7 for a summary of recent feedback we have received from our stockholders and the Board’s response to this feedback.
Human Capital Management
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table provides information, as of September 21, 2026, the record date of the Annual Meeting, with respect to the beneficial ownership of Oracle common stock by: (1) each stockholder known by us to be the beneficial owner of more than 5% of our common stock; (2) each director or nominee; (3) each executive officer named in the Summary Compensation Table (SCT); and (4) all current executive officers and directors as a group. Except as set forth below, the address of each stockholder is 2300 Oracle Way, Austin, Texas 78741.
Name of Beneficial Owner |
|
Amount and Nature of |
|
|
Percent |
|
Directors and NEOs |
|
|
|
|
|
|
Lawrence J. Ellison (2) |
|
|
1,158,375,174 |
|
|
38.2% |
Awo Ablo |
|
|
13,487 |
|
|
* |
Jeffrey S. Berg (3) |
|
|
155,563 |
|
|
* |
Michael J. Boskin (4) |
|
|
98,558 |
|
|
* |
Safra A. Catz (5) |
|
|
1,126,625 |
|
|
* |
Bruce R. Chizen (6) |
|
|
84,225 |
|
|
* |
Rona A. Fairhead |
|
|
24,166 |
|
|
* |
Jeffrey O. Henley (7) |
|
|
3,005,620 |
|
|
* |
Mark Hura (8) |
|
|
395,133 |
|
|
* |
Douglas Kehring (9) |
|
|
65,272 |
|
|
* |
Stuart Levey (10) |
|
|
201,385 |
|
|
* |
Clayton M. Magouyrk (11) |
|
|
898,530 |
|
|
* |
Hilary Maxson |
|
— |
|
|
* |
|
Tomislav Mihaljevic |
|
— |
|
|
* |
|
Charles W. Moorman (12) |
|
|
93,643 |
|
|
* |
Stephen H. Rusckowski (13) |
|
|
1,243 |
|
|
* |
Michael D. Sicilia (14) |
|
|
467,499 |
|
|
* |
All current executive officers and directors as a group (18 persons) (15) |
|
|
1,165,082,037 |
|
|
38.4% |
* Less than 1%
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DELINQUENT SECTION 16(a) REPORTS
Section 16(a) of the Exchange Act requires our executive officers and directors and any persons who beneficially own more than 10% of our common stock (collectively, Reporting Persons) to file reports of ownership and changes in ownership with the SEC. Reporting Persons are required by SEC regulations to furnish us with copies of all Section 16(a) reports they file. As a matter of practice, we assist our executive officers and non-employee directors in preparing initial ownership reports and reporting ownership changes and we typically file these reports on their behalf.
Based solely on our review of the copies of any Section 16(a) forms received by us or written representations from the Reporting Persons, we believe that all Reporting Persons complied with all applicable filing requirements in fiscal 2026 except that due to an administrative error, one Form 4 reporting two transactions for each of Messrs. Magouyrk and Sicilia was filed one day late.
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Stockholder Engagement and Compensation Committee Responsiveness
The Compensation Committee actively seeks input from Oracle’s unaffiliated stockholders on executive compensation, governance and other related matters. During fiscal 2026, members of the Compensation Committee met with seven of Oracle’s largest, unaffiliated institutional investors. These discussions helped inform the Compensation Committee’s decisions in fiscal 2026 on the structure, timing and balance of executive compensation elements, including the mix of stock options, RSUs and performance-based awards. During fiscal 2027, to date, we have reached out to nine large institutional investors to set up additional meetings with members of the Compensation Committee.
Stockholders approved our advisory say-on-pay proposal at our 2025 Annual Meeting with approximately 82% of the votes cast voting in favor of the compensation of our NEOs, representing ongoing year-over-year improvements in stockholder approval and our adjustments based on stockholder feedback. The Compensation Committee considered this result, together with direct stockholder feedback, as it approved fiscal 2026 executive compensation and continued its work on establishing our fiscal 2027 equity compensation program.
Stockholders expressed a range of views on executive equity design, including the appropriate performance period design, the balance of performance-based and time-based equity, the extent to which equity should be tied to financial performance metrics, equity vehicles and the cadence of executive grants. The Compensation Committee weighed those perspectives while also considering Oracle’s need to retain senior leaders with deep expertise in cloud infrastructure, AI, applications, database, finance, legal and global go-to-market execution. For a detailed summary of the Board’s response to key feedback received from stockholders, see the table on pages 6 and 7.
Objectives of Our Executive Compensation Program
The objectives of our executive compensation program are to:
The Compensation Committee believes these objectives are particularly important given Oracle’s scale and global operations, the complexity of its business, its significant capital investment program and the substantial growth opportunities associated with Oracle Cloud Infrastructure and AI. Oracle’s executive officers possess extensive experience, institutional knowledge and leadership capabilities that are critical to the execution of Oracle’s long-term strategy and they are frequently recruited by other leading technology companies.
The Compensation Committee considers, among other factors, the highly competitive market for executives with specialized AI expertise when making compensation decisions for certain executives. Demand for proven leaders with the technical knowledge and experience to develop and commercialize AI capabilities has increased significantly in recent periods and established technology companies and well-capitalized private companies may offer substantial compensation opportunities to attract such individuals. In this context, retention of executives with AI expertise is critical to enabling Oracle to execute its business strategy and capitalize on its significant growth opportunities.
Our executive compensation program addresses the objectives and considerations described above by rewarding the achievement of annual business objectives, key financial goals and long-term stockholder value creation. Annual cash incentives reward performance against key financial and operational goals. Long-term equity incentives are intended to promote retention, focus our executive officers on sustained performance and align their interests with those of Oracle’s stockholders.
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Fiscal 2026 Compensation for Our NEOs
Our fiscal 2026 NEO compensation consisted of cash compensation in the form of base salaries and annual cash bonuses and long-term incentive compensation in the form of stock options and RSUs. We also provide certain other benefits and perquisites. As shown below, over 99% of Mr. Magouyrk’s and Mr. Sicilia’s combined cash and equity compensation opportunity for fiscal 2026 was at-risk.
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Base Salary and Cash Bonuses |
Named Executive Officer |
|
Annual Base |
|
|
Bonus |
|
Bonus Target |
|
|
Bonus Cap |
|
|
Actual Bonus Paid |
|
|
Bonus Primary Measures |
||||
Lawrence J. Ellison |
|
$ |
950,000 |
|
|
Executive |
|
$ |
5,000,000 |
|
|
$ |
10,000,000 |
|
|
$ |
4,851,178 |
|
|
Non-GAAP operating income growth |
Clayton M. Magouyrk |
|
$ |
950,000 |
|
|
Executive |
|
$ |
5,000,000 |
|
|
$ |
10,000,000 |
|
|
$ |
4,851,178 |
|
|
Non-GAAP operating income growth |
Michael D. Sicilia |
|
$ |
950,000 |
|
|
Executive |
|
$ |
5,000,000 |
|
|
$ |
10,000,000 |
|
|
$ |
4,851,178 |
|
|
Non-GAAP operating income growth |
Hilary Maxson |
|
$ |
950,000 |
|
|
Executive |
|
$ |
2,500,000 |
|
|
$ |
5,000,000 |
** |
|
$ |
372,146 |
** |
|
Non-GAAP operating income growth |
Safra A. Catz |
|
$ |
650,000 |
|
|
Executive |
|
$ |
500,000 |
|
|
$ |
1,000,000 |
|
|
$ |
485,118 |
|
|
Non-GAAP operating income growth |
Mark Hura |
|
$ |
900,000 |
|
|
Executive |
|
$ |
3,500,000 |
|
|
$ |
7,000,000 |
|
|
$ |
4,266,597 |
|
|
Cloud bookings for: (1) Infrastructure, (2) GPUs, and (3) SaaS, and non-GAAP software revenue growth and non-GAAP operating income growth |
Stuart Levey |
|
$ |
950,000 |
|
|
Corporate |
|
$ |
750,000 |
|
|
$ |
1,500,000 |
|
|
$ |
750,000 |
|
|
Discretionary pool funded based on growth in non-GAAP operating income over the preceding year and paid based on individual allocations |
Douglas Kehring |
|
$ |
625,000 |
|
|
Corporate |
|
$ |
950,000 |
|
|
$ |
1,900,000 |
|
|
$ |
500,000 |
|
|
Discretionary pool funded based on growth in non-GAAP operating income over the preceding year and paid based on individual allocations |
* Reflects annual base salary at fiscal year end. Mr. Magouyrk’s and Mr. Sicilia’s annual base salaries were increased from $925,000 to $950,000 when they were both promoted to CEO; Ms. Catz's annual base salary decreased from $950,000 to $650,000 when she retired as CEO and PFO and became Executive Vice Chair of the Board; Mr. Hura’s annual base salary was increased from $700,000 to $900,000 in connection with his promotion to President, Global Field Operations; and Mr. Kehring’s annual base salary was $950,000 during the interim period in fiscal 2026 during which he served as PFO (from September 22, 2025 until April 6, 2026).
** Ms. Maxson received a prorated bonus for the period of time in fiscal 2026 she served as CFO (April 6, 2026 to May 31, 2026). Her annualized bonus would have been $2,425,589 had she served for the full fiscal year.
Base Salary
Base salary represents the only fixed component of the principal elements of our executive compensation program and is intended to provide a baseline amount of annual compensation for our NEOs. When setting base salary levels, the Compensation Committee considers Oracle’s performance and the individual NEO’s contributions to Oracle, any changes to the individual’s role and responsibilities during the year, whether due to promotion or otherwise, and the base salaries paid to NEOs in comparable positions at the companies in our compensation peer group.
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Performance-Based Cash Bonuses under the Executive Bonus Plan
Our stockholder-approved Executive Bonus Plan is intended to motivate our senior executive officers by rewarding them when our annual financial performance objectives are met or exceeded. Under the Executive Bonus Plan, the Compensation Committee assigns each participant an annual target cash bonus opportunity and establishes the financial performance metric or metrics that must be achieved before an award will be paid to the participant for the year.
Non-GAAP Operating Income – Bonus Metric for Mr. Ellison, Mr. Magouyrk, Mr. Sicilia, Ms. Maxson and Ms. Catz
The Compensation Committee selected year-over-year growth in our non-GAAP operating income as the financial performance metric for determining bonuses for Messrs. Ellison, Magouyrk, and Sicilia, Ms. Maxson and Ms. Catz for fiscal 2026. The Compensation Committee selected this metric in part because it is a single performance metric that incorporates both top-line performance (i.e., revenues) and bottom-line performance (i.e., the impact of operating expenses) and it is regularly used by management to understand, manage and evaluate our business performance and make operating decisions that support long-term stockholder value creation. As a measure of profitability, this metric requires our NEOs to manage multiple variables to achieve the goal of growing our non-GAAP operating income, which the Board believes to be an important measure of Oracle’s financial performance and value creation for our stockholders, and focuses our senior executives on the impact of items directly related to our core business operations. Non-GAAP operating income growth is also a contributing factor to Mr. Hura’s performance-based cash bonus opportunity and the metric that funds our discretionary corporate bonus plan for all eligible employees (including Mr. Levey and Mr. Kehring), each as discussed further below. The Compensation Committee believes this alignment in bonus metrics is advantageous because it ensures our top executives are working toward a common goal.
For each NEO participating in the Executive Bonus Plan, the Compensation Committee established a target award value and considered a range of relevant data points, including Oracle’s annual operating plan, internal forecasts for non-GAAP operating income growth, historical performance and the Committee’s assessment of the rigor of the resulting performance goals. Based on these considerations, the Committee established the applicable growth multiple. Accordingly, the multiple may vary from year to year based on the target award value, the level of expected non-GAAP operating income growth and the Committee’s evaluation of the appropriate degree of performance rigor.
Under the bonus formula, if Oracle’s non-GAAP operating income does not grow year-over-year, participating executives will not receive any bonuses under the Executive Bonus Plan or our discretionary corporate bonus plan for eligible employees even if Oracle remains profitable. The Compensation Committee retains discretion to reduce or eliminate, but not increase, the award determined by the bonus formula as it did for all participating executives in fiscal 2025. For fiscal 2026, the maximum amount that could be earned was capped at 200% of the target awards included in the table below.
Between fiscal 2025 and fiscal 2026, our non-GAAP operating income grew by approximately $3.9 billion, resulting in bonuses equal to 97% of target, before any applicable proration. Non-GAAP operating income is defined under the Executive Bonus Plan for fiscal 2026 as operating income, excluding stock-based compensation expenses, amortization of intangible assets and restructuring and other expenses.
Applicable Growth |
|
X |
|
Non-GAAP Operating |
|
= |
|
Award Payout |
Multiple |
|
Income Growth |
2026 Annual Meeting of Stockholders |
Table of Contents
Executive |
|
Target |
|
Applicable |
|
|
YoY Growth in Non-GAAP Op. Income ($M) |
|
Actual Award |
|
Award as a Percentage of Target |
||||
Lawrence J. Ellison |
|
$ |
5,000,000 |
|
|
0.1246 |
% |
|
$ |
3,893 |
|
$ |
4,851,178 |
|
97% |
Clayton M. Magouyrk |
|
$ |
5,000,000 |
|
|
0.1246 |
% |
|
$ |
3,893 |
|
$ |
4,851,178 |
|
|
Michael D. Sicilia |
|
$ |
5,000,000 |
|
|
0.1246 |
% |
|
$ |
3,893 |
|
$ |
4,851,178 |
|
|
Hilary Maxson |
|
$ |
383,562 |
* |
|
0.0096 |
% |
* |
$ |
3,893 |
|
$ |
372,146 |
* |
|
Safra A. Catz |
|
$ |
500,000 |
|
|
0.0125 |
% |
|
$ |
3,893 |
|
$ |
485,118 |
|
|
* Ms. Maxson received a pro rata bonus for the period of time she worked at Oracle during the fiscal year (April 6, 2026 to May 31, 2026). Had she served for the full fiscal year, her target bonus opportunity would have been $2.5 million and her annualized growth multiple would have been 0.0623%. Based on the award as a percentage of target of 97%, her annual bonus for the full year would have been $2,425,589.
Non-GAAP Bookings, Revenue Growth and Operating Income – Bonus Metric for Mr. Hura
For fiscal 2026, the Compensation Committee selected a combination of bookings, revenue growth and operating income growth metrics for Mr. Hura to reflect the scope of his leadership responsibilities for Oracle’s global field organization and to align his annual cash incentive with the growth and profitability objectives most directly tied to field execution. Mr. Hura’s bonus opportunity was based on five weighted performance metrics:
The Compensation Committee selected these metrics to focus Mr. Hura on accelerating Oracle’s infrastructure and AI-related bookings, expanding software and SaaS growth and delivering profitable growth across the businesses he is responsible for. Mr. Hura’s target bonus opportunity for fiscal 2026 was $3.5 million, with a maximum payout capped at 200% of target, or $7.0 million. Based on fiscal 2026 achievement, Mr. Hura received a bonus of $4,266,597, which represents approximately 122% of target.
Metric |
|
Target |
|
|
Actual |
|
|
% of |
|||||
Cloud Bookings metrics (Total Non-GPU Infrastructure Bookings; GPU Bookings and Total SaaS Bookings Growth) |
|
$ |
1,750,000 |
|
|
$ |
2,630,726 |
|
|
|
150 |
% |
|
Non-GAAP Software Revenue Growth |
|
|
700,000 |
|
|
|
641,337 |
|
|
|
92 |
% |
|
Non-GAAP Total Operating Income Growth |
|
|
1,050,000 |
|
|
|
994,534 |
|
|
|
95 |
% |
|
Total |
|
$ |
3,500,000 |
|
|
$ |
4,266,597 |
|
|
|
122 |
% |
|
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Discretionary Cash Bonuses under the Corporate Bonus Plan
Executive officers who are not directly responsible for Oracle’s financial performance and therefore do not participate in the performance-based Executive Bonus Plan may be eligible to receive a bonus under our discretionary Corporate Bonus Plan, which is funded based on year-over-year growth in non-GAAP operating income and paid based on individual allocations. At the beginning of each fiscal year, the Compensation Committee sets target and maximum discretionary bonus amounts for executive officers who are eligible to receive bonuses under the Corporate Bonus Plan. After the size of the discretionary bonus pool has been determined, the Compensation Committee approves the bonus amount to be paid to each eligible executive officer based on management and the Compensation Committee’s subjective evaluation of a variety of factors, including the executive officer’s performance during the fiscal year, experience and level of responsibility, potential future contributions to Oracle’s success and expected changes in the executive officer’s workload and responsibilities. The Compensation Committee takes a disciplined approach with respect to awarding discretionary bonuses and generally only does so if Oracle’s non-GAAP operating income grows year-over-year.
As Chief Legal Officer, Mr. Levey oversees all legal matters at Oracle and manages a large-scale multinational legal team. Because Mr. Levey is not directly responsible for Oracle’s financial performance, the Compensation Committee determined that Mr. Levey would be more appropriately incentivized under our discretionary corporate bonus plan. The Compensation Committee set a target bonus opportunity of $750,000 for Mr. Levey and a maximum of $1.5 million based on, among other things, an assessment of Mr. Levey’s responsibilities, competitive pay data drawn from the companies in our compensation peer group as provided by its independent compensation consultant and the recommendation of members of management. After fiscal 2026 year end, the Compensation Committee discussed Mr. Levey’s performance during fiscal 2026 with management. The Compensation Committee granted Mr. Levey a bonus of $750,000 (100% of target) based upon its assessment of Mr. Levey’s significant contributions to Oracle’s legal strategy and successes during fiscal 2026 and his potential future contributions to Oracle’s success. The Compensation Committee believes the bonus paid to Mr. Levey was reasonable as compared with compensation paid to executives in similar roles by the companies in our compensation peer group according to pay data provided by the Compensation Committee’s independent compensation consultant.
When Mr. Kehring transitioned to the position of PFO, the Compensation Committee set a target bonus opportunity of $950,000 and a maximum of $1.9 million for him based on, among other things, an assessment of Mr. Kehring’s responsibilities, competitive pay data drawn from the companies in our compensation peer group as provided by its independent compensation consultant and the recommendation of members of management. After fiscal 2026 year end, the Compensation Committee discussed Mr. Kehring’s performance during fiscal 2026 with management. The Compensation Committee granted Mr. Kehring a bonus of $500,000 (53% of target) based upon its assessment of Mr. Kehring’s contributions to Oracle during fiscal 2026. The Compensation Committee believes the bonus paid to Mr. Kehring was reasonable as compared with compensation paid to executives in similar roles by the companies in our compensation peer group according to pay data provided by the Compensation Committee’s independent compensation consultant.
Long-Term Incentive Compensation |
Long-term incentive compensation was the largest component of fiscal 2026 compensation for all of our NEOs. The Compensation Committee used equity to align executive interests with long-term stockholder value, to focus new leaders on Oracle’s growth opportunities in cloud infrastructure, AI, database, applications and global field execution and to retain executives during a significant management transition.
Our philosophy with regard to granting long-term incentive compensation is to:
2026 Annual Meeting of Stockholders |
Table of Contents
Consistent with this philosophy, our cumulative potential dilution since June 1, 2023 has been an annualized rate of 1.0% per year. For details on the calculation of our cumulative potential dilution, see Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for fiscal 2026.
Equity Choice Program
In fiscal 2026, Oracle introduced an Equity Choice Program for certain executives and employees. During fiscal 2026, Ms. Catz and Messrs. Hura, Levey and Kehring participated in the Equity Choice Program for 100% of their equity and Ms. Maxson participated for her time-based awards only. Participants could elect to receive their time-based equity award in the form of 100% stock options, 100% RSUs or a 50/50 mix of stock options and RSUs. If a participant elected stock options, the participant received four times the number of options as the number of RSUs that otherwise would have been granted in recognition that stock options will have no intrinsic value unless the stock price increases. The Compensation Committee adopted this design to provide meaningful retention value while allowing participants to select an equity vehicle, or combination of equity vehicles, that best aligned with their preferences and risk profile.
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Fiscal 2026 Equity Awards
Named Executive Officer |
Award Vehicle |
|
Number |
Compensation |
Exercise |
Vesting |
||||||||
Lawrence J. Ellison |
|
80% stock options |
|
|
571,286 |
|
|
|
$40 million* |
$ |
280.07 |
|
|
25% annually on the grant date anniversary over 4 years |
|
|
20% PSOs |
|
|
142,822 |
|
|
|
$10 million* |
|
3-year cliff based on performance |
|||
Clayton M. Magouyrk |
|
80% stock options |
|
|
2,593,530 |
|
|
|
$200 million* |
$ |
308.46 |
|
|
25% annually on the grant date anniversary over 4 years |
|
|
20% PSOs |
|
|
648,383 |
|
|
|
$50 million* |
|
3-year cliff based on performance |
|||
Michael D. Sicilia |
|
80% stock options |
|
|
1,037,412 |
|
|
|
$80 million* |
$ |
308.46 |
|
|
25% annually on the grant date anniversary over 4 years |
|
|
20% PSOs |
|
|
259,353 |
|
|
|
$20 million* |
|
3-year cliff based on performance |
|||
Hilary Maxson |
|
40% stock options |
|
|
224,441 |
|
|
|
$10.4 million* |
$ |
185.35 |
|
|
40% on the one-year anniversary of the grant date, 30% on the two-year anniversary of the grant date, 20% on the three-year anniversary of the grant date and 10% on the four-year anniversary of the grant date |
|
|
20% PSOs |
|
|
112,221 |
|
|
|
$5.2 million* |
|
3-year cliff based on performance |
|||
|
|
40% RSUs |
|
|
56,111 |
|
|
|
$10.4 million |
N/A |
|
|
40% on the one-year anniversary of the grant date, 30% on the two-year anniversary of the grant date, 20% on the three-year anniversary of the grant date and 10% on the four-year anniversary of the grant date |
|
Safra A. Catz |
|
100% RSUs |
|
|
32,135 |
|
|
|
$9 million |
N/A |
|
|
25% annually on the grant date anniversary over 4 years |
|
Mark Hura |
|
100% stock options |
|
|
428,465 |
|
|
|
$30 million* |
$ |
280.07 |
|
|
25% annually on the grant date anniversary over 4 years |
Stuart Levey |
|
100% RSUs |
|
|
49,988 |
|
|
|
$14 million |
N/A |
|
|
25% annually on the grant date anniversary over 4 years |
|
Douglas Kehring |
|
100% RSUs |
|
|
60,700 |
|
|
|
$17 million |
N/A |
|
|
25% annually on the grant date anniversary over 4 years |
|
* The grant-date fair values required to be reported under accounting rules for stock options were higher than the Compensation Committee-approved award values, driven principally by stock price volatility inputs in the Black-Scholes option-pricing model. The Compensation Committee believes the committee-approved award values are a useful way to understand the intended economic opportunity, while recognizing that the Summary Compensation Table must report the grant-date fair values calculated under applicable accounting rules. When reviewing these stock option awards, the Compensation Committee considered (1) the committee-approved award value, (2) the required accounting grant-date fair value and (3) the intrinsic value of stock options.
Fiscal 2026 PSOs
The PSOs granted to Messrs. Ellison, Magouyrk and Sicilia and Ms. Maxson have a single three-year performance period beginning June 1, 2025 and ending May 31, 2028. The performance metric is Oracle non-GAAP total revenue for fiscal 2028 measured on a non-GAAP basis as reported in Oracle’s fourth quarter fiscal 2028 earnings release.
The Compensation Committee designed these goals to be highly rigorous and challenging to achieve, requiring revenues to more than double from fiscal 2025 levels in order to achieve target payout, and utilized three-year cliff vesting to further its long-term retention and sustained performance objectives.
Following the end of the three-year performance period, the Compensation Committee will certify fiscal 2028 non-GAAP total revenues and determine the number of options, if any, that vest. The number of options earned and eligible to vest will be determined using linear interpolation for performance between the Threshold and Target achievement levels and between the Target and Maximum achievement levels. No options will be earned for performance below Threshold, and the number of options earned will be capped at 200% of the target number of options.
2026 Annual Meeting of Stockholders |
Table of Contents
If Oracle’s fiscal 2028 non-GAAP Total Revenues:
Fiscal 2026 was the first year of the three-year performance period. Oracle achieved non-GAAP total revenues of $67.4 billion in fiscal 2026, representing strong first-year progress. However, the PSOs remain fully unearned, evidencing the rigor of the targets established. Further, even if the PSOs vest based on achievement of 2028 non-GAAP total revenues, Oracle’s stock price must also exceed the exercise price in order for the awards to deliver value.
Time-Based Stock Options Are a Performance-Aligned Vehicle
The Compensation Committee views all stock options as strongly performance-aligned because they do not deliver value unless Oracle’s stock price exceeds the exercise price. This design exposes executives to downside equity performance risk and aligns their potential realizable value directly with stockholder value creation. Fiscal 2026 illustrates the extent of this performance alignment because the stock options granted to Messrs. Ellison, Magouyrk, Sicilia and Hura were underwater at fiscal year-end. These stock options, therefore, had no intrinsic value as of such date and provide a strong and clear imperative to focus on long-term performance execution that translates into stock price appreciation. In other words, these executives will not realize any payout unless stockholders also experience appreciation from the date of our NEOs’ respective grants.
Equity Awards and Grant Administration
The Board has designated the Compensation Committee as the administrator of the Oracle Corporation Amended and Restated 2020 Equity Incentive Plan (the “2020 Equity Plan”) and the Oracle Corporation Amended and Restated 1993 Directors’ Stock Plan.
The Compensation Committee, among other things:
The Board has delegated to a separate committee comprised of executive officers an annual equity award budget for equity award grants to certain employees. Among other limitations, the executive officer committee cannot grant equity to non-employees or to certain senior executives whose compensation is within the purview of the Compensation Committee alone. Equity awards approved by either the Compensation Committee or the executive officer committee during a calendar month are typically granted together on a pre-established day of the following month.
The Compensation Committee and F&A Committee also monitor the dilution and “overhang” effects of our outstanding equity awards in relation to the total number of outstanding shares of Oracle common stock.
Equity Award Timing Policies and Practices
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timing of our annual equity award grants, the Compensation Committee has historically granted such awards on a predetermined schedule.
All Other Compensation |
In fiscal 2026, we provided our NEOs with limited perquisites and personal benefits, each of which the Compensation Committee believes are reasonable and in the best interests of Oracle and our stockholders. Certain of these perquisites and personal benefits are described in more detail below. For our NEOs whose total perquisites and personal benefits exceeded $10,000 in total value in fiscal 2026, the amounts of such perquisites and personal benefits are reported in the “All Other Compensation” column of the SCT.
During fiscal 2026, Oracle agreed to pay up to $250,000 of Ms. Maxson’s relocation expenses for up to 12 months from her employment start date. In fiscal 2026, Oracle paid $55,493 for Ms. Maxson's relocation expenses.
During fiscal 2026, Oracle maintained a residential security program for the protection of Messrs. Ellison, Magouyrk and Sicilia and Ms. Catz (during the time she served as CEO). The security program is based on an assessment of risk, which includes consideration of the executive’s position and work location. We require these security measures for Oracle’s benefit because of the importance of these executives to Oracle and to address specific threats and safety concerns, and we believe these security costs help to ensure our executives’ safety and are reasonable, necessary and appropriate business expenses since these costs arise from the nature of the executives’ employment at Oracle.
The Compensation Committee reviews and approves the residential security budget each year, which includes a review of the actual and credible threats made against our senior executives during the last completed fiscal year. In fiscal 2026, Oracle provided a fixed budget in the amount of $7 million for Mr. Ellison’s residential security protection and $2 million for Mr. Sicilia’s residential security protection. During fiscal 2026, Mr. Magouyrk and Ms. Catz maintained their own residential security programs and Oracle paid $3,660 to augment Ms. Catz’s existing security system.
We view the security services provided for our senior executives as an integral part of our risk management program and as necessary and appropriate business expenses. However, because they may be viewed as conveying a personal benefit to these individuals under current SEC guidance, we include the aggregate incremental costs to Oracle of these services in the total value of perquisites and personal benefits paid to Mr. Ellison, Mr. Sicilia and Ms. Catz.
Our company-owned and chartered aircraft are considered business tools to be used for essential business purposes only. In fiscal 2026, our policy regarding the use of company-owned and chartered aircraft prohibited their use for non-business travel by all employees other than Mr. Ellison, Mr. Magouyrk, Mr. Sicilia and Ms. Catz (during the period of time when she was CEO of Oracle). In fiscal 2026, Mr. Sicilia and Ms. Catz used company-owned and chartered aircraft for personal travel. The aggregate incremental cost to Oracle for use of the company-owned and chartered aircraft for non-business travel in fiscal 2026 was $154,337 for Mr. Sicilia and $43,742 for Ms. Catz. The aggregate incremental cost of non-business use of our company-owned aircraft and chartered aircraft includes the variable costs incurred by Oracle to operate the aircraft for such use, including fuel costs, crew expenses (including travel, lodging and meals), in-flight catering, landing fees, communication expenses and other trip-related variable costs, and does not include fixed costs that would be incurred regardless of whether there was any non-business use of the aircraft, such as aircraft purchase costs, pilot and crew salaries, insurance costs and maintenance. For trips that involve mixed non-business and business usage, we include the incremental cost of any non-business usage (i.e., the excess of the cost of the actual trip over the cost of a hypothetical trip without the non-business usage). We include the aggregate incremental costs to Oracle of this personal travel in the total value of perquisites and personal benefits paid to Mr. Sicilia and Ms. Catz.
2026 Annual Meeting of Stockholders |
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We also permit our NEOs to be accompanied by guests during business travel on company-owned and chartered aircraft. This may be deemed to be a “personal benefit” for our NEOs and we include any aggregate incremental costs incurred by Oracle in the total value of perquisites and personal benefits paid to our NEOs. We believe there was no aggregate incremental cost to Oracle during fiscal 2026 as a result of our NEOs being accompanied by guests when traveling on Oracle business.
To the extent required by tax regulations, amounts associated with non-business use of our company-owned and chartered aircraft are imputed as income and no tax gross-ups are provided to our NEOs for this imputed income. Additionally, in certain instances, a portion of the aircraft costs for either non-business travel or attributable to non-business passengers, cannot be deducted by Oracle for corporate income tax purposes. When applicable, we disclose the amount of these incremental forgone tax deductions in the footnotes accompanying the SCT. In fiscal 2026, use of our company-owned and chartered aircraft by our NEOs resulted in a lost corporate income tax deduction of $61,627.
We hire legal counsel to assist our executives with complying with reporting obligations under applicable laws in connection with their personal political campaign contributions. We view this as a necessary and appropriate business expense because the personal political contributions of our executives can trigger disclosure obligations by Oracle. However, because this may be viewed as conveying a personal benefit to these individuals, we include the costs incurred by Oracle in connection with such legal counsel in the total value of perquisites and personal benefits paid to our NEOs.
Insurance Premiums
All Oracle employees are eligible to receive flexible credits to be used toward covering the premiums for cafeteria-style benefit plans, including life insurance and long-term disability benefits. The amounts of flexible credits received by our NEOs are reported in the “All Other Compensation” column of the SCT.
401(k) Plan
Our U.S. employees, including our NEOs, are eligible to participate in our 401(k) Plan and we match 50% of an eligible salary deferral up to the first 6% of such deferrals, not to exceed $5,100 in a calendar year and subject to a multi-year vesting schedule. The amounts of the matching contributions are reported in the “All Other Compensation” column of the SCT.
Pension Benefits or Supplemental Retirement Benefits
During fiscal 2026, other than the 401(k) Plan and our deferred compensation programs described below, we did not provide any pension or retirement benefits to our NEOs and do not believe that these types of benefits are necessary to further the objectives of our executive compensation program at this time. We offer the 1993 Deferred Compensation Plan (the Cash Deferred Compensation Plan) to certain employees, including our NEOs, under which participants may elect to defer all or a portion of their base salary and annual cash bonus. We also offer certain employees, including the NEOs, the ability to defer the settlement of their earned and vested RSUs under the terms of the Oracle Corporation Stock Unit Award Deferred Compensation Plan (the RSU Deferred Compensation Plan). We offer these plans because we believe they are competitive elements of compensation for our NEOs. For a description of our Cash Deferred Compensation Plan and RSU Deferred Compensation Plan, see “Executive Compensation—Fiscal 2026 Non-Qualified Deferred Compensation Table” beginning on page 66.
Severance, Change in Control and Death Benefits
Oracle does not maintain executive severance arrangements for its NEOs, other than arrangements required by law or provisions available under Oracle’s equity plans to employees generally.
Oracle does not provide single-trigger change-in-control acceleration of equity awards. Under Oracle’s equity plan, time-based equity awards generally accelerate only if Oracle is acquired and the awards are not assumed, or if the awards are assumed and the recipient’s employment is terminated without cause within 12 months following the acquisition. For the PSOs granted in fiscal 2026 to certain NEOs, if a change in control occurs before the end of the
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three-year performance period ending May 31, 2028, and the executive has remained continuously employed through the change in control, the vesting percentage for the PSOs will be deemed to be 100%. If a change in control occurs after the performance period has ended but before the Compensation Committee has certified performance, the vesting percentage of the PSOs will be the greater of 100% or the vesting percentage determined based on actual fiscal 2028 total revenues performance. Any portion of the PSOs that does not vest in connection with a change in control will be forfeited.
If any employee of Oracle dies while employed by Oracle, Oracle’s standard forms of grant agreements under the 2020 Equity Plan provide for one additional tranche of vesting of RSUs and stock options for all grantees, including NEOs. The fiscal 2026 PSOs do not vest automatically upon death. Instead, if an NEO’s employment terminates due to death or disability before the end of the performance period, the PSOs remain outstanding and vest, if at all, after the end of the performance period based on actual performance, prorated for the portion of the performance period during which the executive was employed. Any portion that does not vest is forfeited.
Other Factors in Setting Executive Compensation
Compensation Consultant
The Compensation Committee retained Compensia, a national compensation consulting firm, as its independent compensation advisor for fiscal 2026 to provide analysis and market data on executive and director compensation matters, both generally and within our industry. Compensia assisted the Compensation Committee with a comparison of our non-employee director compensation policies and practices and our executive compensation policies and practices against a group of peer companies (as determined and identified below), the fiscal 2026 and fiscal 2027 equity grant design and with reviewing the annual risk assessment of our compensation policies and practices applicable to our NEOs and other employees. Compensia did not determine or recommend any amounts or levels of our executive compensation for fiscal 2026.
The Compensation Committee recognizes the importance of receiving independent and objective advice from its external advisors. Consequently, the Compensation Committee is solely responsible for retaining and terminating Compensia. Compensia reports directly to the Compensation Committee and Compensia did not provide any other services to Oracle during fiscal 2026. The Compensation Committee has determined that the work resulting from Compensia’s engagement did not raise any conflicts of interest.
Peer Company Executive Compensation Comparison
The Compensation Committee, in consultation with Compensia, annually establishes a group of peer companies, which are generally in the technology sector, for comparative purposes based on a number of factors, including:
For fiscal 2026, the companies comprising the compensation peer group consisted of:
Accenture plc |
|
Cisco Systems, Inc. |
|
Microsoft Corporation |
Adobe Inc. |
|
Intel Corporation |
|
QUALCOMM Incorporated |
Alphabet Inc. |
|
International Business Machines Corporation |
|
Salesforce, Inc. |
Amazon.com, Inc. |
|
Intuit Inc. |
|
SAP SE |
Apple Inc. |
|
Meta Platforms, Inc. |
|
|
2026 Annual Meeting of Stockholders |
Table of Contents
The peer group remained the same from fiscal 2025, except that Hewlett Packard Enterprise (HPE) was removed and Intuit Inc. (Intuit) was added. The Compensation Committee removed HPE because its revenue was at the low end of the peer group range and its market capitalization was below the Compensation Committee’s targeted range. The Compensation Committee added Intuit because its market capitalization was within the targeted range, it is a relevant technology and talent competitor and its inclusion provided greater balance to the peer group given the presence of several significantly larger companies. In determining fiscal 2026 executive compensation, the Compensation Committee considered, among other factors, executive pay information drawn from this group of peer companies for comparative purposes. However, the Compensation Committee did not use such information to tie any executive’s individual compensation to specific target percentiles.
Risk Assessment of Our Executive Compensation Policies and Practices
As part of its annual compensation-related risk review, the Compensation Committee considered, among others, the following factors which mitigate incentives for our executive officers to take inappropriate risks:
Stock Ownership, Hedging and Pledging
Oracle maintains stock ownership guidelines for senior officers and directors and prohibits hedging of Oracle securities by employees and directors. Oracle also maintains an anti-pledging policy applicable to employees and directors, except for Mr. Ellison, whose pledging activity is carefully monitored by the Governance Committee.
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Accounting Considerations
Accounting considerations play a role in the design of our executive compensation program. Accounting rules require us to expense the grant date fair values of our equity awards (that is, the value of our equity awards based on U.S. generally accepted accounting principles (GAAP)), which reduces the amount of our reported profits under U.S. GAAP. Because of this stock-based expensing and the impact of dilution to our stockholders, we closely monitor the fair values and the number of the equity awards that are granted each year.
Compensation Recovery (Clawback) Policy
We maintain a compensation recovery (clawback) policy that complies with applicable SEC and New York Stock Exchange requirements and permits recovery of incentive compensation in the event of a qualifying financial restatement. The policy also permits Oracle to seek to recover incentive compensation (including time-based awards) from executive officers and certain other employees who are determined to have engaged in, or in some cases to have been aware of or willfully blind to, significant misconduct. A copy of our Compensation Clawback Policy was filed as Exhibit 97 to our Annual Report on Form 10-K for fiscal 2026.
Compensation Committee Report
The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis contained in this proxy statement. Based upon this review and discussion, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement.
Submitted by: |
|
Charles W. Moorman, Chair Awo Ablo Stephen H. Rusckowski |
2026 Annual Meeting of Stockholders |
Table of Contents
Fiscal 2026 Summary Compensation Table
The following table provides summary information concerning cash, equity and other compensation awarded to or earned by our NEOs in fiscal 2026, 2025 and 2024.
Name and |
Fiscal |
Salary |
|
Bonus |
|
Stock |
|
|
Option |
|
Non-Equity |
|
All Other |
|
Total |
|
||||||||||||||
Lawrence J. Ellison |
|
2026 |
|
|
950,000 |
|
|
|
— |
|
|
|
— |
|
|
|
117,777,832 |
|
|
|
4,851,178 |
|
|
7,436,960(6) |
|
|
|
131,015,970 |
|
|
Executive Chair and Chief |
|
2025 |
|
|
1 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
5,643,947 |
|
|
|
5,643,948 |
|
Technology Officer |
|
2024 |
|
|
1 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
5,292,260 |
|
|
|
3,013,678 |
|
|
|
8,305,939 |
|
Clayton M. Magouyrk (1) |
|
2026 |
|
|
942,308 |
|
|
|
— |
|
|
|
— |
|
|
|
621,669,237 |
|
|
|
4,851,178 |
|
|
9,696(7) |
|
|
|
627,472,419 |
|
|
Michael D. Sicilia (1) |
|
2026 |
|
|
942,308 |
|
|
|
— |
|
|
|
— |
|
|
|
248,667,656 |
|
|
|
4,851,178 |
|
|
2,145,610(8) |
|
|
|
256,606,752 |
|
|
Hilary Maxson (2) |
|
2026 |
|
|
146,154 |
|
|
|
— |
|
|
|
10,190,319 |
|
|
|
30,925,771 |
|
|
|
372,146 |
|
|
59,333(9) |
|
|
|
41,693,723 |
|
|
Safra A. Catz (1) |
|
2026 |
|
|
742,308 |
|
|
|
— |
|
|
|
8,849,979 |
|
|
|
— |
|
|
|
485,118 |
|
|
63,658(10) |
|
|
|
10,141,063 |
|
|
Executive Vice Chair and Former |
|
2025 |
|
|
950,000 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
163,417 |
|
|
|
1,113,417 |
|
Chief Executive Officer |
|
2024 |
|
|
950,000 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
5,292,260 |
|
|
|
221,974 |
|
|
|
6,464,234 |
|
Mark Hura |
|
2026 |
|
|
771,538 |
|
|
|
— |
|
|
|
— |
|
|
|
53,219,638 |
|
|
|
4,266,597 |
|
|
18,599(11) |
|
|
|
58,276,372 |
|
|
Stuart Levey |
|
2026 |
|
|
950,000 |
|
|
|
750,000 |
|
|
|
13,766,695 |
|
|
|
— |
|
|
|
— |
|
|
19,344(12) |
|
|
|
15,486,039 |
|
|
Executive Vice President, |
|
2025 |
|
|
950,000 |
|
|
|
— |
|
|
|
13,688,537 |
|
|
|
— |
|
|
|
— |
|
|
|
40,091 |
|
|
|
14,678,628 |
|
Chief Legal Officer |
|
2024 |
|
|
950,000 |
|
|
|
1,000,000 |
|
|
|
11,616,614 |
|
|
|
— |
|
|
|
— |
|
|
|
15,682 |
|
|
|
13,582,296 |
|
Douglas Kehring (2) |
|
2026 |
|
|
800,000 |
|
|
|
500,000 |
|
|
|
16,716,780 |
|
|
|
— |
|
|
|
— |
|
|
11,712(13) |
|
|
|
18,028,492 |
|
|
62 |
Table of Contents
2026 Annual Meeting of Stockholders |
Table of Contents
Grants of Plan-Based Awards During Fiscal 2026 Table
The following table shows equity and non-equity plan-based awards granted to our NEOs during fiscal 2026. The equity awards identified in the table below are also reported in the Outstanding Equity Awards at Fiscal 2026 Year-End Table.
|
|
|
Estimated Future Payouts Under |
|
Estimated Future Payouts Under |
All Other |
All Other |
|
|
||||||||||||||
Name |
Grant Date |
Award |
Threshold |
Target |
Maximum |
|
Threshold |
Target |
Maximum |
Awards: |
Awards: |
Exercise |
Grant Date |
||||||||||
Lawrence J. Ellison |
10/23/2025 |
PSOs |
|
|
|
|
|
|
|
114,258 |
|
142,822 |
|
285,644 |
|
|
|
|
|
280.07 |
|
23,555,632 |
|
|
10/23/2025 |
Options |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
571,286 |
|
280.07 |
|
94,222,200 |
|
|
|
Cash Bonus |
— |
|
5,000,000 |
|
10,000,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Clayton M. Magouyrk |
9/24/2025 |
PSOs |
|
|
|
|
|
|
|
518,706 |
|
648,383 |
|
1,296,766 |
|
|
|
|
|
308.46 |
|
124,333,924 |
|
|
9/24/2025 |
Options |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,593,530 |
|
308.46 |
|
497,335,313 |
|
|
|
Cash Bonus |
— |
|
5,000,000 |
|
10,000,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael D. Sicilia |
9/24/2025 |
PSOs |
|
|
|
|
|
|
|
207,482 |
|
259,353 |
|
518,706 |
|
|
|
|
|
308.46 |
|
49,733,531 |
|
|
9/24/2025 |
Options |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,037,412 |
|
308.46 |
|
198,934,125 |
|
|
|
Cash Bonus |
— |
|
5,000,000 |
|
10,000,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hilary Maxson |
5/5/2026 |
RSUs |
|
|
|
|
|
|
|
|
|
|
|
|
|
56,111 |
|
|
|
|
|
10,190,319 |
|
|
5/5/2026 |
PSOs |
|
|
|
|
|
|
|
89,777 |
|
112,221 |
|
224,442 |
|
|
|
|
|
185.35 |
|
10,308,621 |
|
|
5/5/2026 |
Options |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
224,441 |
|
185.35 |
|
20,617,150 |
|
|
|
Cash Bonus |
— |
|
383,562 |
|
767,124 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Safra A. Catz |
10/23/2025 |
RSUs |
|
|
|
|
|
|
|
|
|
|
|
|
|
32,135 |
|
|
|
|
|
8,849,979 |
|
|
|
Cash Bonus |
— |
|
500,000 |
|
1,000,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mark Hura |
10/23/2025 |
Options |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
428,465 |
|
280.07 |
|
53,219,638 |
|
|
|
Cash Bonus |
— |
|
3,500,000 |
|
7,000,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stuart Levey |
10/23/2025 |
RSUs |
|
|
|
|
|
|
|
|
|
|
|
|
|
49,988 |
|
|
|
|
|
13,766,695 |
|
Douglas Kehring |
10/23/2025 |
RSUs |
|
|
|
|
|
|
|
|
|
|
|
|
|
60,700 |
|
|
|
|
|
16,716,780 |
|
64 |
Table of Contents
Outstanding Equity Awards at Fiscal 2026 Year-End Table
The following table provides information on the outstanding PSOs, RSUs and time-based stock options held by our NEOs as of May 31, 2026.
|
|
|
Option Awards (1) |
|
Stock Awards (1) |
|||||||||||||||||||||||||||||||||
Name |
Grant Date |
Number of |
Number of |
Equity |
Option |
Option |
|
Number of |
Market |
|
Equity |
Equity |
||||||||||||||||||||||||||
Lawrence J. Ellison |
10/23/2025 |
|
|
— |
|
|
|
571,286 |
|
|
|
142,822 |
|
|
|
280.07 |
|
|
10/23/2035 |
|
|
|
|
— |
|
|
|
— |
|
|
— |
|
|
|
— |
|
|
|
Clayton M. Magouyrk |
9/24/2025 |
|
|
— |
|
|
|
2,593,530 |
|
|
|
648,383 |
|
|
|
308.46 |
|
|
09/24/2035 |
|
|
|
|
— |
|
|
|
— |
|
|
— |
|
|
|
— |
|
|
|
|
9/19/2024 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
125,307 |
|
|
|
28,291,814 |
|
|
— |
|
|
|
— |
|
|
|
9/15/2023 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
122,905 |
|
|
|
27,749,491 |
|
|
— |
|
|
|
— |
|
|
|
9/20/2022 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
88,093 |
|
|
|
19,889,638 |
|
|
— |
|
|
|
— |
|
|
Michael D. Sicilia |
9/24/2025 |
|
|
— |
|
|
|
1,037,412 |
|
|
|
259,353 |
|
|
|
308.46 |
|
|
9/24/2035 |
|
|
|
|
— |
|
|
|
— |
|
|
— |
|
|
|
— |
|
|
|
|
9/19/2024 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
107,406 |
|
|
|
24,250,127 |
|
|
— |
|
|
|
— |
|
|
|
9/15/2023 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
105,347 |
|
|
|
23,785,246 |
|
|
— |
|
|
|
— |
|
|
|
9/20/2022 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
73,411 |
|
|
|
16,574,736 |
|
|
— |
|
|
|
— |
|
|
Hilary Maxson |
5/5/2026 |
|
|
— |
|
|
|
224,441 |
|
|
|
112,221 |
|
|
|
185.35 |
|
|
5/5/2036 |
|
|
|
|
56,111 |
|
|
|
12,668,742 |
|
|
— |
|
|
|
— |
|
|
|
Safra A. Catz |
10/23/2025 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
32,135 |
|
|
|
7,255,440 |
|
|
— |
|
|
|
— |
|
|
Mark Hura |
10/23/2025 |
|
|
— |
|
|
|
428,465 |
|
|
|
— |
|
|
|
280.07 |
|
|
10/23/2035 |
|
|
|
|
— |
|
|
|
— |
|
|
— |
|
|
|
— |
|
|
|
|
9/19/2024 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
58,179 |
|
|
|
13,135,655 |
|
|
— |
|
|
|
— |
|
|
|
9/15/2023 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
57,063 |
|
|
|
12,883,684 |
|
|
— |
|
|
|
— |
|
|
|
9/20/2022 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
47,717 |
|
|
|
10,773,544 |
|
|
— |
|
|
|
— |
|
|
Stuart Levey |
10/23/2025 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
49,988 |
|
|
|
11,286,291 |
|
|
— |
|
|
|
— |
|
|
|
9/19/2024 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
62,654 |
|
|
|
14,146,020 |
|
|
— |
|
|
|
— |
|
|
|
9/15/2023 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
52,674 |
|
|
|
11,892,736 |
|
|
— |
|
|
|
— |
|
|
|
11/5/2022 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
39,474 |
|
|
|
8,912,440 |
|
|
— |
|
|
|
— |
|
|
Douglas Kehring |
10/23/2025 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
60,700 |
|
|
|
13,704,846 |
|
|
— |
|
|
|
— |
|
|
|
9/19/2024 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
76,080 |
|
|
|
17,177,342 |
|
|
— |
|
|
|
— |
|
|
|
9/15/2023 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
74,621 |
|
|
|
16,847,929 |
|
|
— |
|
|
|
— |
|
|
|
9/20/2022 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
62,400 |
|
|
|
14,088,672 |
|
|
— |
|
|
|
— |
|
|
2026 Annual Meeting of Stockholders |
Table of Contents
Option Exercises and Stock Vested During Fiscal 2026 Table
The following table provides information on our NEOs’ exercise of stock options that would otherwise expire in fiscal 2026 or fiscal 2027 and the vesting of our NEOs’ RSUs during fiscal 2026.
|
|
Option Awards (1) |
|
Stock Awards |
||||||||||||||||||||
Name |
|
Number of Shares |
|
Value Realized on Exercise |
|
Number of Shares |
|
Value Realized on Vesting |
||||||||||||||||
Lawrence J. Ellison |
|
|
|
12,500,000 |
|
|
|
|
|
2,258,195,000 |
|
|
|
|
|
— |
|
|
|
|
|
— |
|
|
Clayton M. Magouyrk |
|
|
|
— |
|
|
|
|
|
— |
|
|
|
|
|
253,813 |
|
|
|
|
|
72,811,305 |
|
|
Michael D. Sicilia |
|
|
|
— |
|
|
|
|
|
— |
|
|
|
|
|
211,885 |
|
|
|
|
|
60,889,329 |
|
|
Hilary Maxson |
|
|
|
— |
|
|
|
|
|
— |
|
|
|
|
|
— |
|
|
|
|
|
— |
|
|
Safra A. Catz |
|
|
|
8,694,918 |
|
|
|
|
|
1,381,316,744 |
|
|
|
|
|
— |
|
|
|
|
|
— |
|
|
Mark Hura |
|
|
|
— |
|
|
|
|
|
— |
|
|
|
|
|
139,391 |
|
|
|
|
|
39,510,239 |
|
|
Stuart Levey |
|
|
|
— |
|
|
|
|
|
— |
|
|
|
|
|
86,695 |
|
|
|
|
|
23,770,494 |
|
(4) |
Douglas Kehring |
|
|
|
70,000 |
|
|
|
|
|
13,438,719 |
|
|
|
|
|
168,818 |
|
|
|
|
|
48,376,673 |
|
|
Name |
|
Number of Shares |
|
Exercise Price ($) |
|
Expiration |
||||||||
Lawrence J. Ellison |
|
|
|
12,500,000 |
|
|
|
|
|
51.13 |
|
|
|
July 20, 2025 |
Safra A. Catz |
|
|
|
8,694,918 |
|
|
|
|
|
51.13 |
|
|
|
July 20, 2025 |
Douglas Kehring |
|
|
70,000 |
|
|
|
|
|
40.93 |
|
|
|
June 30, 2026 |
|
Fiscal 2026 Non-Qualified Deferred Compensation Table
Our NEOs and certain other highly compensated employees are eligible to enroll in our Cash Deferred Compensation Plan and RSU Deferred Compensation Plan.
Cash Deferred Compensation Plan
Under the Cash Deferred Compensation Plan, employees may elect to defer annually the receipt of a portion of their cash compensation and thereby defer taxation of these deferred amounts until actual payment of the deferred amounts in future years. Participants may elect to defer base salary, bonus and commissions earned during a given year. The maximum amount of cash compensation permitted to be deferred is the amount remaining after all deductions for other benefits and taxes are first deducted from the gross payment. Participants may defer payment until age 59 1/2 or until termination of employment, subject to earlier payment in the event of a change in control of Oracle or death. Distributions may be made, at the participant’s option, in a lump sum payment or in installments over a period of five or ten years.
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Participants may receive market returns on their deferred compensation amounts based on the performance of a variety of mutual fund-type investments selected by them. Almost all of the investment options in our Cash Deferred Compensation Plan are identical, subject to certain asset class variations, to the investment options in our 401(k) Plan.
RSU Deferred Compensation Plan
Under the RSU Deferred Compensation Plan, employees may elect to defer the receipt of either 0% or 100% of their earned and vested RSUs and thereby defer taxation upon vesting of the awards. Participants may elect to defer receipt for five or ten years from the grant date of the award, or until termination of employment, subject to earlier payment in the event of death and certain other circumstances. Distributions may be made, at the participant’s option, in a lump sum payment or in installments over a period of five or ten years. Dividend equivalents are credited to participants’ accounts after deferred RSUs have vested.
The table below provides information on the non-qualified deferred compensation of our NEOs in fiscal 2026.
Name |
|
Executive |
|
Registrant |
|
Aggregate |
|
Aggregate |
|
Aggregate |
||||||||||
Lawrence J. Ellison |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Deferred Compensation (2) |
|
|
— |
|
|
|
— |
|
|
|
19,744,292 |
|
|
|
— |
|
|
|
80,110,186 |
|
Clayton M. Magouyrk |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Deferred Compensation (3) |
|
|
459,327 |
|
|
|
— |
|
|
|
778,731 |
|
|
|
— |
|
|
|
3,606,496 |
|
Michael D. Sicilia |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Hilary Maxson |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Safra A. Catz |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Mark Hura |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Stuart Levey |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RSU Deferred Compensation (4) |
|
|
9,880,737 |
|
|
|
— |
|
|
|
4,069,658 |
|
|
|
— |
|
|
|
27,176,530 |
|
Douglas Kehring |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
2026 Annual Meeting of Stockholders |
Table of Contents
Potential Payments Upon Termination or Change in Control
Typically, we have entered into an employment offer letter with each of our NEOs upon hire that provides that the executive is employed “at will.” None of these employment offer letters with our NEOs provide for payments or benefits upon a termination of employment or in connection with a change in control of Oracle. Only the 2020 Equity Plan provides for acceleration of equity awards upon a qualifying termination of employment or a change in control, as described below.
No “Single-Trigger” Change in Control Benefits Under Our Equity Plan and Equity Awards
Under the 2020 Equity Plan, the vesting of RSUs and time-based stock options, including those held by our NEOs, will accelerate only if both of the following events occur:
Pursuant to the terms of the PSO grant agreements, in the event of a change in control during the performance period, any unearned PSOs would have been deemed earned on or before the trading date immediately prior to the change in control.
The following table provides the intrinsic value as of the last trading day of fiscal 2026 of the unvested RSUs and “in-the-money” time-based stock options held by our NEOs that would accelerate under the circumstances described above. The intrinsic values of the unvested RSUs were calculated using the closing market price of Oracle common stock on the last trading day of fiscal 2026 ($225.78 per share). The intrinsic value of the PSOs and time-based stock options was calculated by multiplying the applicable number of shares by the amount by which the closing market price exceeded the applicable exercise price.
Name |
|
Intrinsic Value of Unvested |
|
|
Lawrence J. Ellison |
|
|
— |
|
Clayton M. Magouyrk |
|
|
75,930,943 |
|
Michael D. Sicilia |
|
|
64,610,108 |
|
Hilary Maxson |
|
|
26,279,986 |
|
Safra A. Catz |
|
|
7,255,440 |
|
Mark Hura |
|
|
36,792,883 |
|
Stuart Levey |
|
|
46,237,486 |
|
Douglas Kehring |
|
|
61,818,790 |
|
Death Benefits
Oracle’s standard forms of RSU grant agreement and time-based stock option agreement provide for one additional tranche of vesting for grantees who die while employed by Oracle or within three months of employment termination. This benefit applies to all employees who hold such equity, including executives.
Pursuant to the terms of the PSO grant agreements, upon the applicable NEO’s death, his or her unvested PSOs would remain outstanding through the end of the performance period and vest, if at all, based on actual performance. The number of shares eligible to vest based on performance would be prorated to reflect the portion of the performance period during which the NEO was employed by Oracle.
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The following table provides the intrinsic value as of the last trading day of fiscal 2026 of unvested equity awards that would accelerate upon death. Intrinsic values are calculated using the excess (if any) of the closing market price of Oracle common stock on the last trading day of fiscal 2026 ($225.78 per share) over the applicable exercise prices.
Name |
Intrinsic Value of Unvested |
|
||
Lawrence J. Ellison |
|
|
— |
|
Clayton M. Magouyrk |
|
|
43,194,875 |
|
Michael D. Sicilia |
|
|
36,550,621 |
|
Hilary Maxson |
|
|
5,667,545 |
|
Safra A. Catz |
|
|
1,813,691 |
|
Mark Hura |
|
|
21,593,825 |
|
Stuart Levey |
|
|
22,395,796 |
|
Douglas Kehring |
|
|
31,664,742 |
|
Equity Compensation Plan Information
The following table provides information regarding our equity compensation plans as of May 31, 2026 (shares in millions).
Plan Category |
|
Number of |
|
Weighted Average |
|
Number of Securities |
||||||
Equity compensation plans approved by stockholders |
|
|
102 |
|
|
|
217.97 |
|
|
|
382 |
|
Equity compensation plans not approved by stockholders |
|
|
— |
|
|
|
— |
|
|
|
— |
|
Total |
|
|
102 (3) |
|
|
|
217.97 (3) |
|
|
|
382 (4) |
|
2026 Annual Meeting of Stockholders |
Table of Contents
CEO PAY RATIO
In accordance with SEC rules, we are providing the ratios of the annual total compensation of each of our CEOs, Clayton M. Magouyrk and Michael D. Sicilia, to the annual total compensation of our median compensated employee worldwide (the median global employee) for fiscal 2026.
For fiscal 2026, the ratio of CEO to median global employee annual total compensation was 6,623 to 1 for Mr. Magouyrk and 2,709 to 1 for Mr. Sicilia. The fiscal 2026 total compensation of Mr. Magouyrk was $627,472,419, the fiscal 2026 total compensation of Mr. Sicilia was $256,606,752 and the fiscal 2026 total compensation of our median global employee was $94,740.
To identify our median compensated global employee, we used the base salaries and wage rates of our May 31, 2026 employee population (other than our CEOs) and the currency exchange rates then in effect, annualized for all permanent employees who did not work for the entire year. As of May 31, 2026, we had approximately 143,950 employees, of which approximately 136,750 were considered in identifying the median employee after excluding 5% of our total employees from the following jurisdictions (in accordance with SEC rules): Armenia (11), Bosnia-Herzegovina (21), Kazakhstan (10), Pakistan (63), Philippines (2,426), Romania (4,237), Serbia (77), Slovenia (23), Sri Lanka (16), Taiwan (251) and Vietnam (63).
In calculating the CEO pay ratios, the SEC rules allow companies to adopt a variety of methodologies, apply certain exclusions, and make reasonable estimates and assumptions reflecting their unique employee populations. Therefore, our reported CEO pay ratios may not be comparable to CEO pay ratios reported by other companies due to differences in industries and geographical dispersion, as well as the different estimates, assumptions and methodologies applied by other companies in calculating their CEO pay ratios.
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PAY VERSUS PERFORMANCE
The following tables and related disclosures have been prepared in accordance with the SEC’s pay versus performance rules in Item 402(v) of Regulation S-K under the Exchange Act and do not necessarily reflect the economic benefit actually realized by our NEOs or the method by which the Compensation Committee makes compensation determinations. For a discussion of our executive compensation program and the Compensation Committee’s decision-making process in determining and approving our NEOs’ compensation, see “Executive Compensation—Compensation Discussion and Analysis” beginning on page 40.
Pay Versus Performance Table
|
Clayton M. Magouyrk |
|
Michael D. Sicilia |
|
Safra A. Catz |
|
Average Non-PEO NEOs |
|
Value of Initial |
|
|
|||||
Year |
SCT Total |
CAP |
|
SCT Total |
CAP |
|
SCT Total |
CAP |
|
Average SCT |
Average CAP |
|
Total |
Peer Group |
Net |
|
2026 |
|
|
|
|
||||||||||||
2025 |
— |
— |
|
— |
— |
|
|
|
||||||||
2024 |
— |
— |
|
— |
— |
|
|
|
||||||||
2023 |
— |
— |
|
— |
— |
|
|
|
||||||||
2022 |
— |
— |
|
— |
— |
|
|
|
||||||||
Year |
|
PEO |
|
SCT Total |
|
Deduction of |
|
Fair Value for |
|
Fair Value for |
|
Change in Fair |
|
Change in Fair |
|
Prior-Year |
|
CAP |
|||||||
2026 |
|
Clayton M. Magouyrk |
|
|
|
( |
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|||||
2026 |
|
Michael D. Sicilia |
|
|
|
( |
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|||||
2026 |
|
Safra A. Catz |
|
|
|
( |
|
|
|
|
— |
|
|
— |
|
|
(a) |
|
— |
|
|
||||
2025 |
|
Safra A. Catz |
|
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
|
— |
|
|
||||
2024 |
|
Safra A. Catz |
|
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
|
— |
|
|
||||
2023 |
|
Safra A. Catz |
|
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
— |
|
|
|||
2022 |
|
Safra A. Catz |
|
|
|
( |
|
|
— |
|
|
— |
|
|
|
|
|
|
— |
|
|
||||
2026 Annual Meeting of Stockholders |
Table of Contents
Year |
|
Average SCT |
|
Deduction of |
|
Average Fair |
|
Average Fair |
|
Change in |
|
Change in Average |
|
Deduction |
|
Average CAP |
||||||||
2026 |
|
|
|
( |
|
|
|
|
— |
|
|
|
|
(a) |
|
— |
|
|
|
|||||
2025 |
|
|
|
( |
|
|
|
|
— |
|
|
|
|
|
|
( |
|
|
|
|||||
2024 |
|
|
|
( |
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|||||
2023 |
|
|
|
( |
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|||||
2022 |
|
|
|
( |
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|||||
Pay Versus Performance Relationship Descriptions
The objectives of our executive compensation program are to attract and retain highly talented and productive executive officers, align the interests of our executive officers with those of our stockholders and provide incentives for their superior performance. Each element of our executive compensation program is closely linked to our business objectives and we believe that the mix of base salary, annual cash bonuses and long-term incentive compensation encourages our NEOs to make appropriate decisions that are aligned with our business strategy of consistently improving our performance and building short-term and long-term stockholder value. For additional information regarding our executive compensation program, see “Executive Compensation—Compensation Discussion and Analysis” beginning on page 40.
Fiscal 2026 was a leadership-transition year and resulted in a change in the composition of the PEO and non-PEO NEO groups from prior years. Accordingly, fiscal 2026 changes in CAP are affected by compensation arrangements reflective of these transitions, including the value of promotional performance-based equity grants to Messrs. Magouyrk and Sicilia that are designed to facilitate long-term retention, reinforce accountability for Oracle’s future performance and align a substantial portion of their compensation opportunity with the interests of stockholders. The amounts reported for all of our NEOs include changes in the valuation of unvested equity awards driven by changes in Oracle’s stock price, and do not reflect whether our NEOs have actually realized or will realize an economic benefit from these unvested equity awards.
72 |
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Compensation Actually Paid and Total Stockholder Return
The following graph illustrates the relationship between CAP to our PEO and the average amount of CAP to our non-PEO NEOs, our cumulative total stockholder return and our cumulative peer group total stockholder return for fiscal years 2022, 2023, 2024, 2025 and 2026, each as set forth in the pay versus performance table above.
Relationship Between Compensation Actually Paid and Total Stockholder Return
Compensation Actually Paid and Net Income
The following graph illustrates the relationship between CAP to our PEO and the average amount of CAP to our non-PEO NEOs and our net income for fiscal years 2022, 2023, 2024, 2025 and 2026, each as set forth in the pay versus performance table above.
Relationship Between Compensation Actually Paid and Net Income
2026 Annual Meeting of Stockholders |
Table of Contents
Compensation Actually Paid and Non-GAAP Operating Income Growth
The following graph illustrates the relationship between CAP to our PEO and the average amount of CAP to our non-PEO NEOs and our non-GAAP operating income growth for fiscal years 2022, 2023, 2024, 2025 and 2026, each as set forth in the pay versus performance table above.
Relationship Between Compensation Actually Paid and Non-GAAP Operating Income Growth
Financial Performance Measures
The table below lists the financial performance measures that the Compensation Committee believes represent the most important financial performance measures used to link compensation actually paid to our NEOs to Oracle’s performance for fiscal 2026. See “Executive Compensation—Compensation Discussion and Analysis” beginning on page 40 for a further description of our executive compensation program. The performance measures included in this table are not ranked by relative importance.
* Metric applicable to Mr. Hura only.
74 |
Table of Contents
TRANSACTIONS WITH RELATED PERSONS
From time to time, we enter into transactions with entities in which an executive officer, director, 5% or more beneficial owner of our common stock or an immediate family member of these persons has a direct or indirect material interest. As set forth in its charter, the Independence Committee reviews and approves each related person transaction or series of similar transactions exceeding $120,000, including material amendments thereto.
Prior to approving any transaction, the Independence Committee must be informed or have knowledge of:
The proposed transaction, and any material amendments thereto, must be on terms that, when taken as a whole, are fair to Oracle.
We annually survey our non-employee directors and executive officers to identify any entities they are affiliated with that may enter into a transaction with Oracle that may require disclosure as a related person transaction. We prepare a list of related person entities, which we post internally for reference by our sales force and our purchasing groups. On a quarterly basis, we also review and update this list with Mr. Ellison’s advisors, as many of the entities on this list are direct or indirect investments of Mr. Ellison. Potential transactions are compared against this list by management to determine if they require review and approval by the Independence Committee. With respect to sales of products and services, we also compare transactions posted to our general ledger against this list to determine if any related person transactions occurred without pre-approval and the reason pre-approval was not obtained, whether inadvertent or otherwise.
For sales of products and services to be approved by the Independence Committee, we provide the Independence Committee with data indicating that the proposed discounts and terms are consistent with the discounts and terms provided to unrelated customers. For purchases, we provide the Independence Committee with data points showing that the rates or prices are comparable to the rates or prices we could have obtained from an unrelated vendor or are consistent with pricing the vendor uses with other unrelated parties.
Mr. Ellison has entered into a written price protection agreement with us that applies to any related person transaction involving a purchase of goods or services from an entity in which Mr. Ellison has a direct or indirect material interest and with which we enter into a transaction while Mr. Ellison is one of our executive officers or Chair of the Board. Under this agreement, if we present Mr. Ellison with reasonable evidence of a lower price or rate for the same goods or services offered by the related company, which would have been available to us at the time we entered into the applicable transaction, then Mr. Ellison will reimburse us for the difference. This agreement expires three years after the date on which Mr. Ellison is neither an executive officer of Oracle nor Chair of the Board. The Independence Committee may approve certain other transactions where it can conclude that such transactions are otherwise on terms that are fair to us.
The Independence Committee also reviews and monitors ongoing relationships with related persons to ensure they continue to be on terms that are fair to us. On an annual basis, the Independence Committee receives a summary of all transactions with related persons, including transactions that did not require approval. Total related person transaction revenues were approximately 0.06% of our total revenues. Total related person operating expenses were approximately 0.03% of our total operating expenses in fiscal 2026.
2026 Annual Meeting of Stockholders |
Table of Contents
Sales of Products and Services to Ellison Related Persons
In the ordinary course of our business, we sell products and services to companies in which Mr. Ellison or a member of his immediate family directly or indirectly has a material interest. In fiscal 2026, the total amount of all purchases by these companies was approximately $32.2 million. Listed below are our transactions with such companies that purchased more than $120,000 in products and services from us in fiscal 2026. Unless otherwise noted, Mr. Ellison has a direct material interest in each of the below entities.
Purchases of Products and Services from Ellison Related Persons
From time to time, we purchase products and services from companies in which Mr. Ellison or Mr. Ellison’s son, David Ellison, has a direct material interest. In fiscal 2026, the total amount of all purchases from these companies was approximately $10.4 million, which included the payments made to purchase products and services from Eau Palm Beach Resort & Spa, F50 League LLC, Glass Aviation and Wing and a Prayer, Inc. These transactions are described in greater detail below.
Ø Eau Palm Beach Resort & Spa
In fiscal 2026, Oracle paid approximately $163,000 for hotel rooms, taxes and meeting-related charges in connection with fiscal 2026 business meetings.
Ø F50 League
In fiscal 2024, Oracle commenced a three-year sponsorship agreement with the SailGP sailing league (operated by Mr. Ellison’s company F50 League LLC) with the option to extend the term for an additional two years. Pursuant to the agreement, Oracle received a SailGP sponsorship package valued at approximately $10 million per year, including being designated Event Title Partner at one race weekend per season, branding rights, event tickets, customer experiences and other benefits. In fiscal 2026, Oracle paid F50 League approximately $7.5 million and SailGP received Oracle products and services valued at approximately $1.5 million.
Ø Glass Aviation
Mr. Ellison’s son, David Ellison, purchased Glass Aviation in 2024. Since 2016 and prior to David Ellison’s purchase of Glass Aviation, Oracle entered into various contracts with Glass Aviation, to manage all aircraft owned by Oracle including aircraft management services agreements and pilot services agreements for each aircraft. The agreements were not modified following David Ellison’s purchase of Glass Aviation. Oracle paid Glass Aviation
76 |
Table of Contents
approximately $2.3 million for aircraft management and pilot services in fiscal 2026, excluding all pass-through costs with no mark-up.
Ø Wing and a Prayer
In fiscal 2026, Oracle leased aircraft and purchased services from Wing and a Prayer, Inc., a company owned by Mr. Ellison, for business travel by our executive officers. The aggregate payment amount for Oracle’s use of the aircraft in fiscal 2026 was approximately $410,000. In April 2025, the Independence Committee commissioned an independent third-party review and analysis of the fiscal 2026 lease rates for the aircraft and determined that the lease rates billed by Wing and a Prayer were at or below the market rates charged by third-party commercial charter companies for similar aircraft.
Compensation of Related Persons Employed by Oracle
Steven Janicki, Vice President, Systems Engineering, is Mr. Ellison’s half-brother. In fiscal 2026, Mr. Janicki received a base salary of $306,000. Mr. Janicki also received an equity award of 358 RSUs and $6,298 in flexible credits used toward cafeteria-style benefit plans in fiscal 2026.
2026 Annual Meeting of Stockholders |
Table of Contents
LEGAL PROCEEDINGS
Netherlands Privacy Class Action
On August 14, 2020, The Privacy Collective (TPC), a foundation having its registered office in Amsterdam, filed a purported class action lawsuit against Oracle Nederland B.V., Oracle Corporation and Oracle America, Inc. (the Oracle Defendants), Salesforce.com, Inc. and SFDC Netherlands B.V. in the District Court of Amsterdam. TPC alleges that the Oracle Defendants’ Data Management Platform product violates certain articles of the European Union Charter of Fundamental Rights, the General Data Protection Regulation (GDPR) and the Dutch Telecommunications Act (Telecommunicatiewet). TPC claims damages under a number of categories, including: “immaterial damages” (at a fixed amount of €500 per Dutch internet user); “material damages” (in that the costs of loss of control over personal data should be equated to the market value of the personal data for parties like the Oracle Defendants); compensation for losses suffered due to an alleged data breach (at a fixed amount of €100 per Dutch internet user); and compensation for the costs of the litigation funder (10% to 25% of the compensation awarded); and the (actual) cost of the proceedings and extrajudicial costs.
We filed our defense on March 3, 2021, and on December 29, 2021, the District Court issued a judgment, holding that all of TPC’s claims were deemed inadmissible because of fundamental procedural flaws. TPC filed an appeal with the Court of Appeal in Amsterdam challenging the District Court’s judgment, except for the claims regarding the alleged data breach, which were dropped. On June 18, 2024, the Court of Appeal overturned the District Court’s decision regarding admissibility, thus permitting the case to proceed. The Court of Appeal granted Oracle’s request for an interim appeal to the Supreme Court, and on July 17, 2026, the Supreme Court found that the Court of Appeal had applied the wrong standard for evaluating a class action and remanded the case to the Court of Appeal for further proceedings. On July 27, 2026, Oracle filed and served a Writ of Summons to the Court of Appeal with the first court date being on August 4, 2026 and a submission following referral by the Supreme Court due on September 15, 2026.
On September 24, 2025, TPC filed a motion in the District Court to lift the suspension of proceedings. On September 25, 2025, Oracle opposed that motion. The court has not yet ruled on that motion.
We believe that we have meritorious defenses against this action, including defenses to the quantum of damages claimed, and we will continue to vigorously defend it.
While the final outcome of this matter cannot be predicted with certainty, we do not believe that it will have a material impact on our financial position or results of operations.
Securities Class Action Regarding Oracle Cloud Infrastructure
On February 3, 2026, a putative class action, brought by an alleged stockholder of Oracle, was filed in the U.S. District Court for the District of Delaware, and on July 14, 2026, the plaintiff filed an amended class action complaint against us, our Chief Technology Officer, one of our Chief Executive Officers, two other Oracle executives, and one member of the Board. The plaintiff seeks to represent a class of Oracle stockholders, alleging that the defendants made or are responsible for false and misleading statements regarding Oracle’s cloud infrastructure business. The plaintiff seeks a ruling that this case may proceed as a class action and seeks damages, equitable relief, and attorneys’ fees and costs. The defendants must respond to the amended complaint by September 16, 2026. If the defendants move to dismiss the amended complaint, that motion will be fully briefed by December 18, 2026.
We believe that we have meritorious defenses against this action, and we will continue to vigorously defend it.
While the final outcome of this matter cannot be predicted with certainty, we do not believe that it will have a material impact on our financial position or results of operations.
78 |
Table of Contents
PROPOSAL NO. 1: ELECTION OF DIRECTORS
At our Annual Meeting, stockholders will elect directors to hold office until the next annual meeting of stockholders and until the director’s successor is elected and qualified, or until the director’s earlier resignation or removal. Proxies cannot be voted for a greater number of persons than the number of nominees named. Each nominee has agreed to be named in this proxy statement and to serve if elected. If any nominee for any reason is unable or unwilling to serve, the proxies may be voted for such substitute nominee as the proxy holder may determine, unless the Board, in its discretion, reduces the number of directors serving on the Board.
Directors
The following directors are being nominated for election by our Board, including our CEOs and our other executive officers on our Board:
Awo Ablo |
|
Lawrence J. Ellison |
|
Charles W. Moorman |
Jeffrey S. Berg |
|
Rona A. Fairhead |
|
Stephen H. Rusckowski |
Michael J. Boskin |
|
Jeffrey O. Henley |
|
Michael D. Sicilia |
Safra A. Catz |
|
Clayton M. Magouyrk |
|
|
Bruce R. Chizen |
|
Tomislav Mihaljevic |
|
|
For details regarding Board qualifications and the specific experiences, qualifications and skills of each of our director nominees, see “Board of Directors—Nominees for Directors” beginning on page 11.
Required Vote
Directors are elected by a plurality of votes cast. Our majority voting and mandatory resignation policy for directors in our Corporate Governance Guidelines states that in an uncontested election, if any director nominee receives an equal or greater number of votes WITHHELD from his or her election as compared to votes FOR such election (a Majority Withheld Vote) and no successor has been elected at such meeting, the director must promptly tender his or her resignation following certification of the stockholder vote.
The Governance Committee will promptly consider the resignation offer and a range of possible responses based on the circumstances that led to the Majority Withheld Vote, if known, and make a recommendation to the Board as to whether to accept or reject the tendered resignation, or whether other action should be taken. The Governance Committee in making its recommendation, and the Board in making its decision, may each consider any factors or other information that it considers appropriate and relevant.
The Board will act on the Governance Committee’s recommendation within 90 days following certification of the stockholder vote. The Board may accept or reject a director’s resignation. Thereafter, the Board will promptly publicly disclose in a report furnished to the SEC its decision regarding the tendered resignation, including its rationale for accepting or rejecting the tendered resignation. If the Board accepts a director’s resignation, or if a nominee for director is not elected and the nominee is not an incumbent director, then the Board, in its sole discretion, may fill any resulting vacancy or may decrease the size of the Board, in each case pursuant to our Bylaws. If a director’s resignation is not accepted by the Board, the director will continue to serve until the next annual meeting of stockholders and until his or her successor is duly elected, or his or her earlier resignation or removal.
Full details of our majority voting and mandatory resignation policy for directors are set forth in our Corporate Governance Guidelines, available at www.oracle.com/goto/corpgov.
The Board of Directors recommends a vote FOR the election of each of the nominated directors.
2026 Annual Meeting of Stockholders |
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PROPOSAL NO. 2: ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS
Pursuant to Section 14A of the Exchange Act, we are asking our stockholders to cast a non-binding, advisory vote on the compensation of our NEOs (a “say-on-pay” vote). We currently hold our say-on-pay vote annually and we expect the next say-on-pay vote will occur in 2027. In deciding how to vote on this proposal, we urge you to consider the following factors, as well as the information contained in “Executive Compensation—Compensation Discussion and Analysis” beginning on page 40.
Fiscal 2026 Named Executive Officers (NEOs)
Lawrence J. Ellison Executive Chair and Chief Technology Officer |
Clayton M. Magouyrk Director and Chief Executive Officer* |
Michael D. Sicilia Director and Chief Executive Officer* |
Hilary Maxson Chief Financial Officer and Principal Financial Officer** |
Safra A. Catz Executive Vice Chair and former Chief Executive Officer and Principal Financial Officer*** |
Mark Hura President, Global Field Operations |
Stuart Levey Executive Vice President, Chief Legal Officer |
Douglas Kehring Executive Vice President and Head of Operations and former Principal Financial Officer**** |
*Messrs. Magouyrk and Sicilia were each appointed as CEO on September 22, 2025. **Ms. Maxson was appointed as CFO and PFO on April 6, 2026. ***Ms. Catz served as our CEO and PFO for part of fiscal 2026. On September 22, 2025, Ms. Catz retired as CEO and PFO, and became Executive Vice Chair of the Board. ****Mr. Kehring served as our PFO for part of fiscal 2026, from September 22, 2025 to April 6, 2026, when Ms. Maxson assumed this role. |
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Fiscal 2026 Executive Compensation Highlights For Our NEOs
Fiscal 2026 Executive Compensation Highlights |
|
Mr. Ellison |
• Increased annual base salary from $1 to $950,000 • Earned an annual cash bonus of $4,851,178 • A $50 million* equity award consisting of 80% time-based stock options and 20% performance-based stock options (PSOs) • The stock options, including the PSOs, had no intrinsic value at fiscal year end because the exercise price of $280.07 exceeded Oracle’s stock price |
Mr. Magouyrk and Mr. Sicilia |
• Each was appointed Chief Executive Officer on September 22, 2025 • Increased base salary from $925,000 to $950,000 • Earned an annual cash bonus of $4,851,178 • Mr. Magouyrk received a one-time promotional $250 million* equity award and Mr. Sicilia received a one-time promotional $100 million* equity award; each award consisted of 80% time-based stock options and 20% PSOs • The stock options, including the PSOs, had no intrinsic value at fiscal year end because the exercise price of $308.46 exceeded Oracle's stock price |
Ms. Maxson |
• Joined Oracle on April 6, 2026 • Annual base salary of $950,000 • Earned a pro rata annual cash bonus of $372,146 for the period from her start date until Oracle’s fiscal year end on May 31, 2026 • A $26 million* equity award consisting of 80% time-based equity and 20% PSOs. Ms. Maxson elected to receive her time-based equity in the form of 50% stock options and 50% RSUs under our Equity Choice Program |
Ms. Catz Mr. Hura Mr. Levey Mr. Kehring |
• Compensation decisions reflected management changes, promotions strategic importance and continuity needs during a management transition year. • Under our Equity Choice Program, these executives were given an election to receive their equity in the form of 100% stock options, 100% RSUs or a 50/50 mix. • Long-term equity awards remain a significant portion of total compensation and are designed to align compensation with stockholder value creation. |
* Amount represents the Compensation Committee’s intended target value, determined by dividing the approved equity value by the closing price of Oracle common stock on the grant date and, in the case of stock options, multiplying the resulting number of shares by four. This conversion methodology was used for all stock option grants made to employees, including executives, in fiscal 2026. The grant-date fair values reported in the Summary Compensation Table are higher than the intended target values principally because of volatility inputs in the Black-Scholes option-pricing model.
2026 Annual Meeting of Stockholders |
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PROPOSAL NO. 3: RATIFICATION OF THE SELECTION OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Our F&A Committee is responsible for overseeing the engagement, independence, compensation, retention and services of our independent registered public accounting firm retained to audit our consolidated financial statements. The F&A Committee has selected Ernst & Young LLP (EY) as our independent registered public accounting firm to perform the audit of our consolidated financial statements for fiscal 2027. Representatives of EY will be present at the Annual Meeting, will be given an opportunity to make a statement at the meeting if they desire to do so and will be available to respond to appropriate questions from stockholders.
EY has served as our independent registered public accounting firm since 2002. In conjunction with the mandated rotation of EY’s lead engagement partner, the F&A Committee is involved in the selection of EY’s lead engagement partner. The F&A Committee also periodically considers whether there should be a rotation of independent registered public accounting firms because the F&A Committee believes that it is important for the registered public accounting firm to maintain independence and objectivity. In deciding to engage EY, our F&A Committee reviewed, among other factors, registered public accounting firm independence issues raised by commercial relationships we have with the other major accounting firms. We have no commercial relationship with EY that would impair its independence. Consequently, at this time, the F&A Committee does not believe that a rotation of registered public accounting firms is merited and believes that the continued retention of EY to serve as our independent registered public accounting firm is in the best interests of Oracle and its stockholders.
The F&A Committee reviews audit and non-audit services performed by EY, as well as the fees charged by EY for such services. In its review of non-audit service fees, the F&A Committee considers, among other things, the possible effect of the performance of such services on the registered public accounting firm’s independence. Additional information concerning the F&A Committee and its activities with EY can be found in the following sections of this proxy statement: “Board of Directors—Committees, Membership and Meetings” and “Report of the Finance and Audit Committee of the Board of Directors.”
Pre-approval Policy and Procedures
We have a policy that outlines procedures intended to ensure that our F&A Committee pre-approves all audit and non-audit services provided to us by EY. The current policy provides for (1) general pre-approval of audit and audit-related services which do not exceed certain aggregate dollar thresholds approved by the F&A Committee, and (2) specific pre-approval of all other permitted services and any proposed services which exceed these same dollar thresholds. Throughout the year, the F&A Committee reviews updates regarding the nature and extent of services provided by EY.
The term of any general pre-approval is twelve months from the date of pre-approval unless the F&A Committee considers a different period and states otherwise. The F&A Committee will annually review and pre-approve a dollar amount for each category of services that may be provided by EY without requiring further approval from the F&A Committee. The policy describes the audit, audit-related, tax and all other services that have this general pre-approval, and the F&A Committee may add to, or subtract from, the list of general pre-approved services from time to time.
In connection with this pre-approval policy, the F&A Committee will consider whether the categories of pre-approved services are consistent with the SEC’s rules on auditor independence. The F&A Committee will also consider whether the independent registered public accounting firm may be best positioned to provide the most effective and efficient service, for reasons such as its familiarity with our business, people, culture, accounting systems, risk profile and other factors, and whether the service might enhance our ability to manage or control risk or improve audit quality. All such factors will be considered as a whole, and no one factor is necessarily determinative.
The F&A Committee is also mindful of the relationship between fees for audit and non-audit services in deciding whether to pre-approve any such services. It may determine, for each fiscal year, the appropriate ratio between the total amount of fees for audit, audit-related and tax services and the total amount of fees for certain permissible non-audit services classified as “all other fees.”
2026 Annual Meeting of Stockholders |
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The F&A Committee pre-approved all audit and non-audit fees of EY during fiscal 2026.
Ernst & Young Fees
The following table sets forth approximate aggregate fees billed to us by EY for fiscal 2026 and fiscal 2025:
|
|
2026 |
|
2025 |
|
||||
Audit Fees (1) |
|
$ |
37,491,069 |
|
|
|
$ |
30,323,147 |
|
Audit Related Fees (2) |
|
|
4,043,157 |
|
|
|
|
3,797,019 |
|
Tax Fees (3) |
|
|
200,548 |
|
|
|
|
1,119,397 |
|
All Other Fees (4) |
|
|
11,200 |
|
|
|
|
11,200 |
|
Total Fees |
|
$ |
41,745,974 |
|
|
|
$ |
35,250,763 |
|
Required Vote
The ratification of the selection of EY requires the affirmative vote of the holders of a majority of shares of common stock present or represented and entitled to vote on this matter at our Annual Meeting.
The Board of Directors unanimously recommends a vote FOR the ratification of the selection of EY.
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REPORT OF THE FINANCE AND AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
Review of Oracle’s Audited Financial Statements for the Fiscal Year Ended May 31, 2026
The F&A Committee has reviewed and discussed with our management our audited consolidated financial statements for the fiscal year ended May 31, 2026.
The F&A Committee has discussed with Ernst & Young LLP (EY), our independent registered public accounting firm, the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (the PCAOB) and the U.S. Securities and Exchange Commission (the SEC).
The F&A Committee has also received the written disclosures and the letter from EY required by applicable requirements of the PCAOB regarding EY’s communications with the F&A Committee concerning independence and the F&A Committee has discussed the independence of EY with that firm.
Based on the F&A Committee’s review and discussions noted above, the F&A Committee recommended to the Board of Directors that our audited consolidated financial statements be included in our Annual Report on Form 10-K, for the fiscal year ended May 31, 2026, for filing with the SEC.
Submitted by: |
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Michael J. Boskin, Chair |
|
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Jeffrey S. Berg |
|
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Bruce R. Chizen |
|
|
Rona A. Fairhead |
2026 Annual Meeting of Stockholders |
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Proposal NO. 4: Stockholder Proposal Regarding Preservation of Shareholder Proposal Access Rights
The National Legal and Policy Center, has notified us that they intend to present the following proposal (the Preservation of Shareholder Proposal Access Rights Proposal) at the Annual Meeting. The address and share ownership information of the proponent is available upon oral or written request. The Preservation of Shareholder Proposal Access Rights Proposal is presented in the form in which it was received, and Oracle is not responsible for any inaccuracies it may contain.
The Board of Directors opposes the following Preservation of Shareholder Proposal Access Rights Proposal for the reasons stated after the proposal.
Proposal 4 - Preservation of Shareholder Proposal Access Rights
RESOLVED, shareholders of Oracle Corporation ("Oracle" or "Company") request the Board of Directors to adopt a policy committing the Company to include in its annual proxy statement any proposal submitted by a shareholder that satisfies any of the following eligibility thresholds and is otherwise compliant with the procedural and substantive requirements of Rule 14a-8, regardless of any future federal regulation permitting higher ownership or holding-period requirements, and consistent with applicable state law:
SUPPORTING STATEMENT:
Shareholders own Oracle. The proxy process is the principal democratic mechanism through which owners oversee the management that serves them. A company is "public" because its shares are available to the public. Public ownership obligates a company to remain publicly accountable.
Oracle's 2025 proxy lists "Stockholder Rights and Engagement" among its core governance commitments. The Board "seeks to be accountable to all stockholders and respects the rights of stockholders to express their views through their votes for directors."1
That commitment carries distinct weight at Oracle. Per the Company's 2025 proxy, founder Lawrence Ellison owns 40.6 percent of Oracle's outstanding common stock — with 346 million shares pledged as collateral for personal indebtedness.2 Where one insider commands two-fifths of the vote, much of it encumbered, the access rights of other owners are the principal mechanism by which they can be heard.
Oracle's own proxy access bylaw exists because of those rights. The Board adopted proxy access in 2016 after a Rule 14a-8 proposal secured majority support at the 2015 annual meeting.3 Under any higher submission threshold, that proposal could not have been filed.
Higher thresholds are meant to filter out short-term filers. But hedge funds accumulating large positions and pressuring boards for short-term gains would qualify under any new threshold. The change silences long-term owners while leaving activists unaffected.
1 https://s23.q4cdn.com/440135859/files/doc_downloads/proxy-voting-material/2025/09/Oracle-Proxy-2025-PDF-Final-9-26-25.pdf
2 https://s23.q4cdn.com/440135859/files/doc_downloads/proxy-voting-material/2025/09/Oracle-Proxy-2025-PDF-Final-9-26-25.pdf
3 https://www.sec.gov/Archives/edgar/data/0001341439/000119312517297858/d382058ddef14a.htm
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Shareholder proposals represent less than 2 percent of all proxy voting items,4 and volumes have continued to fall.5 The burden on Oracle is negligible. The benefit — accountability — is not.
The Securities and Exchange Commission's agenda targeted April 2026 to "modernize" Rule 14a-8 and "reduce compliance burdens for registrants."6 On December 11, 2025, President Trump signed an Executive Order directing the SEC to "consider revising or rescinding" Rule 14a-8.7
Oracle’s proxy frames stockholder voting as the foundation of executive accountability. We ask the Board to defend that foundation before the federal floor that protects access gives way.
4 https://corpgov.law.harvard.edu/2020/03/03/cii-comment-letter-on-proposed-amendments-to-rule-14a-8/
5 https://corpgov.law.harvard.edu/2025/11/04/data-and-insights-on-corporate-governance-developments-and-important-trends-in-proxy-voting/
6 https://www.reginfo.gov/public/do/eAgendaViewRule?pubId=202504&RIN=3235-AN47
7 https://corpgov.law.harvard.edu/2025/12/17/trump-issues-executive-order-targeting-proxy-advisors-and-shareholder-proposals/
2026 Annual Meeting of Stockholders |
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Opposition Statement to Proposal No. 4
The Board recommends that stockholders vote AGAINST this proposal.
The Board has carefully considered this proposal and believes that the proposal is unnecessary, premature and not in the best interest of Oracle or its stockholders. The proposal asks Oracle to adopt a policy committing Oracle to include in its annual proxy statement certain stockholder proposals that satisfy current Rule 14a-8 ownership and holding-period thresholds, regardless of whether future federal regulation permits or requires different requirements. In effect, the proposal asks Oracle to commit to a company-specific eligibility policy regarding shareholder proposals before the SEC has reached a final determination on whether any amendments to Rule 14a-8 are appropriate, what those amendments would provide or how they would apply to companies and stockholders.
The Proposal Is Unnecessary, Premature and Would Limit Oracle’s Ability to Respond to Future Regulatory Developments
As required by federal securities laws, Oracle follows Rule 14a-8 and stockholders, who satisfy the applicable eligibility, procedural and substantive requirements may submit proposals for inclusion in Oracle’s proxy statement. The Board supports administering the stockholder proposal process in accordance with the applicable federal securities laws established by the SEC. The Board does not believe it would be prudent to adopt a separate company-specific policy that could diverge from future federal requirements and limit Oracle’s ability to respond appropriately to future legal, regulatory, market, and stockholder developments.
The Board believes it would be imprudent to commit in advance to a fixed policy without knowing the nature, rationale, scope, or final text of any potential future regulatory change. If Rule 14a-8 is amended, Oracle should retain the flexibility to evaluate the final rule, stockholder feedback, market practice, administrative considerations, Oracle’s circumstances and the best interests of Oracle and its stockholders. The proposal would unnecessarily constrain the Board’s ability to exercise informed judgment in response to those factors. The Board is not persuaded by the proponent’s assertion that any future change to Rule 14a-8 would necessarily silence long-term owners or reduce accountability. That argument depends on assumptions about hypothetical future regulatory action.
If Rule 14a-8 is amended, adopting a separate company-specific eligibility policy could create confusion and administrative complexity and burdens by requiring Oracle to apply a different stockholder proposal standard from the federal framework that governs the rest of the Rule 14a-8 process. The Board believes stockholders are best served by a clear, uniform process grounded in the SEC’s rules rather than a company-specific policy that may diverge from future federal requirements.
Oracle Values Stockholder Rights and Engagement
Stockholder rights and engagement are core elements of Oracle’s governance practices and Oracle values the perspectives of its stockholders. Oracle regularly engages with stockholders and provides stockholders with meaningful ways to express their views, including through voting on directors and other matters, communicating with the Board and management and submitting proposals under Rule 14a-8 when the applicable requirements are satisfied.
Mr. Ellison’s Ownership Does Not Limit Other Stockholders’ Rights
The proponent also points to Mr. Ellison’s significant ownership position. Oracle acknowledges that Mr. Ellison is the Company’s founder and largest stockholder. However, his ownership does not prevent other stockholders from exercising the rights available to them under Oracle’s governance documents and applicable law or from otherwise engaging with Oracle, as Oracle routinely does through its stockholder engagement program. Oracle has a single class of voting stock, with each share entitled to one vote. Other stockholders may vote on director elections and other matters, communicate with the Board and management, and submit stockholder proposals under Rule 14a-8 when the applicable requirements are satisfied.
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Mr. Ellison’s ownership position does not change the Board’s view that Oracle’s proxy process should be administered under the same federal securities-law framework that applies to other public companies, nor does it justify adopting a special company-specific policy in anticipation of hypothetical future rule changes.
Oracle appreciates and values the views of its stockholders and will continue to engage with them and consider their feedback. However, the proposal would not enhance stockholder rights today. Instead, it would bind Oracle and its stockholders in advance to a fixed position regarding possible future regulatory changes that have not yet been finalized or implemented. The Board believes that Oracle and its stockholders would be better served by allowing Oracle to evaluate any future changes to Rule 14a-8 if and when they occur, based on the final regulatory framework, stockholder feedback, market practice, Oracle’s circumstances and the best interests of Oracle and its stockholders.
For these reasons, the Board recommends that stockholders vote AGAINST this proposal.
2026 Annual Meeting of Stockholders |
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STOCKHOLDER PROPOSALS FOR THE 2027 ANNUAL MEETING
Our Bylaws contain procedures governing how stockholders may submit proposals and/or director nominations to be considered at our annual meetings. The SEC has also adopted regulations (Exchange Act Rule 14a-8) that govern the inclusion of stockholder proposals in our annual proxy materials.
The table below summarizes the requirements for stockholders who wish to submit proposals or director nominations for our 2027 Annual Meeting of Stockholders. Stockholders should carefully review our Bylaws and Exchange Act Rules 14a-8 and 14a-19 to ensure that they have satisfied all of the requirements necessary to submit proposals or director nominations to be considered at our 2027 Annual Meeting of Stockholders. Our Bylaws are posted on our website at www.oracle.com/goto/corpgov.
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Proposals for inclusion in 2027 proxy statement |
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Director nominations for inclusion in 2027 proxy statement (proxy access) |
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Other proposals/nominations to be presented at 2027 Annual Meeting* |
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Type of Proposal or Nomination |
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SEC rules permit stockholders to submit proposals for inclusion in our proxy statement by satisfying the requirements described in Exchange Act Rule 14a-8. |
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A stockholder or a group of up to 20 stockholders meeting the ownership requirements described in Section 1.12 of our Bylaws may submit director nominees (constituting up to the greater of two directors or 20% of the Board) for inclusion in our proxy statement by satisfying the requirements described in Section 1.12 of our Bylaws.
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Stockholders may present proposals or director nominations directly at the annual meeting (but not for inclusion in our proxy statement) by satisfying the requirements described in Section 1.11 of our Bylaws. |
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When Proposal or Nomination Must Be Received by Oracle |
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No later than the close of business on May 28, 2027. However, if we did not hold an annual meeting the previous year, or if the date of our annual meeting has changed by more than 30 days from the anniversary of the previous year’s meeting, we will announce a new deadline in our public filings with the SEC. |
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No earlier than April 28, 2027 and no later than the close of business on May 28, 2027. However, if our annual meeting is advanced or delayed by more than 30 days from the anniversary of the previous year’s meeting, a stockholder’s written notice will be timely if it is delivered by the later of the 120th day prior to such annual meeting or the 10th day following the announcement of the date of the meeting. In addition, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than Oracle’s nominees must provide notice that sets forth the information required by Exchange Act Rule 14a-19 no later than September 19, 2027. However, we note that this date does not supersede any of the requirements or timing required by our Bylaws.
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No earlier than May 28, 2027 and no later than the close of business on June 27, 2027. However, if our annual meeting is advanced or delayed by more than 30 days from the anniversary of the previous year’s meeting, a stockholder’s written notice will be timely if it is delivered by the later of the 90th day prior to such annual meeting or the 10th day following the announcement of the date of the meeting. In addition, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than Oracle’s nominees must provide notice that sets forth the information required by Exchange Act Rule 14a-19 no later than September 19, 2027. However, we note that this date does not supersede any of the requirements or timing required by our Bylaws.
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Where to Send Proposal or Nomination |
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By Mail: Corporate Secretary, Oracle Corporation, 2300 Oracle Way, Austin, Texas 78741, with a confirmation copy sent by email to the email address below
By Email: Corporate_Secretary@oracle.com, with a confirmation copy sent by mail to the address above
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||||
What Must Be Included with Proposal or Nomination
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The information required by Exchange Act Rule 14a-8 |
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The information required by our Bylaws |
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The information required by our Bylaws |
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* If stockholders do not comply with the Bylaw notice deadlines in this column, we reserve the right not to submit the stockholder proposals or nominations to a vote at our annual meeting. If we are not notified of a stockholder proposal or nomination by June 27, 2027, then the management personnel who have been appointed as proxies may have the discretion to vote for or against such stockholder proposal or nomination, even though such proposal or nomination is not disclosed in the proxy statement.
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Under our Bylaws, if the number of directors to be elected to the Board is increased and we do not make a public announcement specifying the size of the increased Board at least 100 days prior to the first anniversary of the preceding year’s annual meeting, a stockholder’s written notice of nominees for any new position will be considered timely if it is delivered to our Corporate Secretary by the 10th day following the announcement.
2026 Annual Meeting of Stockholders |
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QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING
Q: |
Who is soliciting my vote? |
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A: |
The Board of Directors of Oracle is soliciting your vote at the 2026 Annual Meeting of Stockholders (Annual Meeting). |
Q: |
What is the purpose of the Annual Meeting? |
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A: |
You will be voting on the following items of business: |
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• the election of directors (Proposal 1); • an advisory vote to approve the compensation of our NEOs (Proposal 2); • the ratification of the selection of EY as our independent registered public accounting firm for fiscal 2027 (Proposal 3); and • one stockholder proposal, if properly presented at the Annual Meeting (Proposal 4). |
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If any other business properly comes before the meeting, you will be voting on those items as well. |
Q: |
What are the Board of Directors’ recommendations? |
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A: |
The Board recommends that you vote your shares as follows: • for the election of each of the director nominees (Proposal 1); • for the approval, on an advisory basis, of the compensation of our NEOs (Proposal 2); • for the ratification of the selection of EY as our independent registered public accounting firm for fiscal 2027 (Proposal 3); • against the stockholder proposal (Proposal 4); and • for or against other matters that come before the Annual Meeting, if any, as the proxy holders deem advisable. |
Q: |
Who is entitled to vote at the Annual Meeting? |
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A: |
The Board set September 21, 2026 as the record date for the Annual Meeting. All stockholders who owned Oracle common stock at the close of business on September 21, 2026 may vote at the Annual Meeting. |
Q: |
Who can attend the Annual Meeting? |
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A: |
All stockholders as of the record date may attend the virtual 2026 Annual Meeting. We will also make the Annual Meeting viewable to any guests interested in Oracle’s business. Guests will not be able to vote shares or ask questions during the meeting. |
Q: |
Can stockholders ask questions during the Annual Meeting? |
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A: |
Yes. We will answer stockholder questions submitted in advance of, and questions submitted live during, the Annual Meeting. Each stockholder may submit one question either in advance of or during the meeting. Stockholders wishing to submit a question in advance of the meeting may do so at www.proxyvote.com after logging in with the 16-digit control number included on the Notice of Internet Availability of Proxy Materials, on their proxy card (if they requested printed materials), or on the instructions that accompanied their proxy materials. Alternatively, each stockholder may submit their question during the Annual Meeting through www.virtualshareholdermeeting.com/ORCL2026. Please identify yourself when submitting a question. We will endeavor to answer as many stockholder-submitted questions as time permits that comply with the |
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meeting rules of conduct, which will be available during the Annual Meeting at www.virtualshareholdermeeting.com/ORCL2026. We reserve the right to edit any inappropriate language and to exclude questions regarding topics that are not pertinent to meeting matters or Oracle’s business. If we receive substantially similar questions, we may group such questions together and provide a single response to avoid repetition in the interest of time and fairness to all stockholders. The question and answer session will be accessible following the meeting as part of the recording of the meeting that will be available at www.virtualshareholdermeeting.com/ORCL2026 and on our website at www.oracle.com/investor following the Annual Meeting through November 25, 2026. |
Q: |
What do I need to attend the Annual Meeting and when should I access the Annual Meeting? |
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A: |
This year’s Annual Meeting will be held in a virtual format only. The accompanying proxy materials and the meeting’s website (www.virtualshareholdermeeting.com/ORCL2026) include instructions on how to participate in the meeting and how you may vote your shares of Oracle stock. Stockholders may vote and submit questions while connected to the Annual Meeting on the Internet. To be admitted to the Annual Meeting, you must enter the 16-digit control number included on the Notice of Internet Availability of Proxy Materials, on your proxy card (if you requested or received printed materials) or on the voting instruction forms that accompanied your proxy materials. We encourage you to access the Annual Meeting before it begins. You may access the meeting site 15 minutes before the meeting on November 18, 2026. If you have difficulty accessing the meeting, please call the technical support number that will be posted on the meeting log-in page. We will have technicians available to assist you beginning 30 minutes prior to the meeting at 8:30 a.m., Central Time, on November 18, 2026. |
Q: |
Will the Annual Meeting be recorded and available on the Internet? |
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A: |
Yes, a recording of the meeting will be available at www.virtualshareholdermeeting.com/ORCL2026 and on our website at www.oracle.com/investor following the Annual Meeting through November 25, 2026. |
Q: |
Why did I receive a Notice in the mail regarding the Internet availability of proxy materials instead of a paper copy of proxy materials? |
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A: |
We are permitted to furnish proxy materials, including this proxy statement and our Annual Report on Form 10-K for fiscal 2026, 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, explains how you may access and review all of the proxy materials on the Internet. The Notice also describes 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. |
Q: |
Can I vote my shares by filling out and returning the Notice? |
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A: |
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. |
Q: |
Why didn’t I receive a notice in the mail regarding the Internet availability of proxy materials? |
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A: |
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. |
2026 Annual Meeting of Stockholders |
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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 printing 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 or the website provided on your proxy card or voting instruction card. |
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How many votes do I have? |
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You will have one vote for each share of Oracle 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. |
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What is the difference between holding shares as a stockholder of record and beneficial owner? |
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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, Equiniti Trust Company, LLC, 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 or to vote electronically 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. 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. |
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How many votes can be cast by all stockholders? |
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Each share of Oracle common stock is entitled to one vote. There is no cumulative voting. We had 3,031,501,149 shares of common stock outstanding and entitled to vote on the record date, September 21, 2026. |
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How many votes must be present to hold the Annual Meeting? |
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A majority of the shares entitled to vote as of the record date must be present on the virtual meeting platform 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 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. |
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What are the voting requirements and effect of abstentions, withheld votes and broker non-votes for each proposal? |
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The following table summarizes the votes required for passage of each proposal and the effect of withheld votes or abstentions and broker non-votes for each proposal. See “—What if I don’t give specific voting instructions?” below for more information regarding broker non-votes. |
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Proposal |
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Voting Options |
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Voting Requirements |
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Effect of Withheld Votes or Abstentions |
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Effect of Broker Non-Votes |
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Election of each of the directors |
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WITHHOLD |
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Directors are elected by a plurality of the votes cast. This means that the 13 individuals nominated for election to the Board who receive the most FOR votes will be elected. |
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Only votes FOR are counted in determining whether a plurality has been cast in favor of a director nominee. 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 WITHHOLD 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 and mandatory resignation policy for directors (as discussed below).
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If you hold your shares in street name and do not provide the organization that holds your shares with voting instructions, your shares will be considered broker non-votes with regard to the proposal. Broker non-votes will be counted as present for purposes of establishing a quorum but will not affect the outcome of the vote. |
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2 |
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Approval, on an advisory basis, of the compensation of our NEOs |
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AGAINST ABSTAIN |
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Affirmative vote of the holders of a majority of shares of common stock present or represented and entitled to vote on this matter at our Annual Meeting. |
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If your shares are represented at the Annual Meeting but you ABSTAIN, your shares will be counted as present and entitled to vote on a particular matter for purposes of establishing a quorum, and the abstention will have the same effect as a vote against the proposal. |
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If you hold your shares in street name and do not provide the organization that holds your shares with voting instructions, your shares will be considered broker non-votes with regard to the proposal. Broker non-votes will be counted as present for purposes of establishing a quorum but will not affect the outcome of the vote.
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3 |
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Ratification of the selection of EY as our independent registered public accounting firm for fiscal 2027 |
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AGAINST ABSTAIN |
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Affirmative vote of the holders of a majority of shares of common stock present or represented and entitled to vote on this matter at our Annual Meeting. |
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If your shares are represented at the Annual Meeting but you ABSTAIN, your shares will be counted as present and entitled to vote on a particular matter for purposes of establishing a quorum, and the abstention will have the same effect as a vote against the proposal.
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If you hold your shares in street name and do not provide the organization that holds your shares with voting instructions, the broker or other nominee may exercise discretion and vote on this matter.
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4 |
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One stockholder proposal, if properly presented at the Annual Meeting |
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FOR ABSTAIN |
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Affirmative vote of the holders of a majority of shares of common stock present or represented and entitled to vote on this matter at our Annual Meeting. |
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If your shares are represented at the Annual Meeting but you ABSTAIN, your shares will be counted as present and entitled to vote on a particular matter for purposes of establishing a quorum, and the abstention will have the same effect as a vote against the proposal. |
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If you hold your shares in street name and do not provide the organization that holds your shares with voting instructions, your shares will be considered broker non-votes with regard to the proposal. Broker non-votes will be counted as present for purposes of establishing a quorum but will not affect the outcome of the vote. |
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2026 Annual Meeting of Stockholders |
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What is Oracle’s majority voting and mandatory resignation policy for directors? |
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While directors are elected by a plurality of votes cast, our Corporate Governance Guidelines include a majority voting and mandatory resignation 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 if no successor has been elected at such meeting, the director must tender his or her resignation following certification of the stockholder vote. The Governance Committee is required to make recommendations to the Board with respect to any such tendered resignation. The Board will act on the tendered resignation within 90 days from the certification of the vote and will publicly disclose its decision, including its rationale. Full details of our majority voting and mandatory resignation policy are set forth in our Corporate Governance Guidelines available on our website at www.oracle.com/goto/corpgov. |
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What does an advisory vote mean? |
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Your votes on Proposal 2 (vote on NEO compensation), Proposal 3 (selection of EY as our independent registered public accounting firm) and Proposal 4 (the stockholder proposal) are advisory, which means the result of the votes are non-binding on Oracle, the Board and the committees of the Board. Although the votes are non-binding, the Board and its committees value the opinions of our stockholders and will review and consider the voting results when making future decisions regarding these matters. |
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What if I don’t give specific voting instructions? |
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Stockholders of Record. If you are a stockholder of record and you indicate when voting by Internet or by telephone that you wish to vote as recommended by our Board, or you return a signed proxy card but do not indicate how you wish to vote, then your shares will be voted: • in accordance with the recommendations of the Board on all matters presented in this proxy statement; and • as the proxy holders may determine in their discretion regarding any other matters properly presented for a vote at the meeting. If you indicate a choice with respect to any matter to be acted upon on your proxy card, the shares will be voted in accordance with your instructions on such matter. Beneficial Owners. If you are a beneficial owner and hold your shares in street name and do not provide the organization that holds your shares with voting instructions, the broker or other nominee will determine if it has the discretionary authority to vote on the particular matter. In very limited circumstances, brokers have the discretion to vote on matters deemed to be routine. Under applicable law, brokers generally do not have discretion to vote on most matters. For example, if you do not provide voting instructions to your broker, the broker could vote your shares for the ratification of the selection of EY as our independent registered public accounting firm (Proposal 3) because that is deemed to be a routine matter, but the broker could not vote your shares for any of the other proposals on the agenda for the Annual Meeting. We encourage you to provide instructions to your broker regarding the voting of your shares. If you do not provide voting instructions to your broker and the broker has indicated that it does not have discretionary authority to vote on a particular proposal, your shares will be considered “broker non-votes” with regard to that matter. Broker non-votes will be considered as represented for purposes of determining a quorum but generally will not be considered as entitled to vote with respect to a particular proposal. Broker non-votes are not counted for purposes of determining the number of votes cast with respect to a particular proposal. Thus, a broker non-vote will help with obtaining a quorum, but the broker non-vote will not otherwise count toward the outcome of the vote on a proposal that requires the affirmative vote of a majority of the shares present and entitled to vote. |
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Can I change my vote after I voted? |
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Yes. Even if you voted by telephone or on the Internet or if you requested paper proxy materials and signed the proxy card or voting instruction card in the form accompanying this proxy statement, you retain the power to revoke your proxy or change your vote at any time before it is voted at the Annual Meeting. You can revoke your proxy or change your vote at any time before it is exercised at the Annual Meeting by giving written notice to the Corporate Secretary of Oracle specifying such revocation. You may change your vote by a later-dated vote by telephone or on the Internet or timely delivery of a valid, later-dated proxy or by voting at the Annual Meeting. |
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What does it mean if I receive more than one Notice, proxy or voting instruction card? |
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It generally means that some of your shares are registered differently or are in more than one account. Please provide voting instructions for all Notices, proxy cards and voting instruction cards you receive. |
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Who pays for the proxy solicitation and how will Oracle solicit votes? |
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We will bear the expense of printing, mailing and distributing these proxy materials and soliciting votes. In addition to the solicitation of proxies by mail, our directors, officers and other employees may solicit proxies by personal interview, telephone, electronic communications or otherwise. They will not be paid any additional compensation for such solicitation. We will request brokers and nominees who hold shares of our common stock in their names to furnish proxy materials to beneficial owners of the shares. We will reimburse such brokers and nominees for their expenses incurred in forwarding solicitation materials to such beneficial owners. We have also retained Innisfree M&A Incorporated to solicit proxies and to separately prepare a stockholder vote analysis of certain proposals for an aggregate fee of approximately $25,000, plus any applicable customary costs and expenses. |
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Who will count the votes? |
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Broadridge Financial Services has been appointed as the inspector of elections for the Annual Meeting. A representative of Broadridge Financial Services will tabulate votes cast by proxy or electronically before and during the meeting. |
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How do I find out the voting results? |
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Preliminary voting results may be announced at the Annual Meeting, and final voting results will be published in a Current Report on Form 8-K that we expect to file with the SEC within four business days after the Annual Meeting. After the Form 8-K is filed, you may obtain a copy by visiting www.oracle.com/investor, calling our Investor Relations Department at 1-650-506-4073, writing to Investor Relations Department, Oracle Corporation, 500 Oracle Parkway, Redwood City, California 94065 or sending an email to investor_us@oracle.com. |
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What if I have questions about lost stock certificates or I need to change my mailing address? |
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Stockholders may contact our transfer agent, Equiniti Trust Company, LLC, by calling 1-888-430-9892 or by emailing helpast@equiniti.com. Also see our transfer agent’s website at www.equiniti.com to get more information about these matters. |
2026 Annual Meeting of Stockholders |
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What if I need to change my email address? |
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Opting to receive all future proxy materials online will save us the cost of printing and mailing documents to your home or business and help us conserve natural resources. If you need to change the email address that we use to mail proxy materials to you or if you wish to sign up to receive future mailings via email, please go to the website provided on your proxy card or voting instruction card to request to receive materials solely by electronic delivery in the future and supply the appropriate email address. |
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Who should I contact if I have questions? |
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Stockholders with questions or who need assistance in voting their shares may call our proxy solicitor, Innisfree M&A Incorporated, toll-free at 1-877-750-5836. Banks and brokers may call collect at 1-212-750-5833. |
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NO INCORPORATION BY REFERENCE
In our filings with the SEC, information is sometimes “incorporated by reference.” This means that we are referring you to information that has previously been filed with the SEC and the information should be considered as part of the particular filing. As provided under SEC regulations, the “Report of the Finance and Audit Committee of the Board of Directors” and the “Report of the Compensation Committee of the Board of Directors” contained in this proxy statement specifically are not incorporated by reference into any other filings with the SEC and are not deemed to be “Soliciting Material.” In addition, this proxy statement includes several website addresses or references to additional company reports found on those websites. These website addresses are intended to provide inactive, textual references only. The information on these websites, including the information contained in those reports, is not part of this proxy statement and is not incorporated by reference.
OTHER BUSINESS
The Board does not presently intend to bring any other business before the meeting, and so far as is known to the Board, no matters are to be brought before the meeting except as specified in the notice included in this proxy statement. As to any business that may properly come before the meeting, however, the persons named in the proxy will vote the shares represented thereby in accordance with the judgment of the persons voting such proxies.
HOUSEHOLDING
We have adopted a procedure approved by the SEC called “householding.” If stockholders have the same address and last name, do not participate in electronic delivery of proxy materials and have requested householding in the past, they will receive only one copy of our printed annual report and proxy statement unless one or more of these stockholders notifies us that they wish to continue receiving individual copies. This procedure reduces our printing costs and postage fees and conserves natural resources. Each stockholder who participates in householding will continue to have access to and use separate voting instructions.
If any stockholders in your household wish to receive a separate annual report and proxy statement, they may call our Investor Relations Department at 650-506-4073 or write to Investor Relations Department, Oracle Corporation, 500 Oracle Parkway, Redwood City, California 94065, and we will promptly deliver a separate copy of the proxy materials. They may also send an email to our Investor Relations Department at investor_us@oracle.com. See also www.oracle.com/investor. Other stockholders who have multiple accounts in their names or who share an address with other stockholders can authorize us to discontinue mailings of multiple annual reports and proxy statements by contacting Investor Relations.
By Order of the Board of Directors, |
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Brian S. Higgins |
Senior Vice President and Corporate Secretary |
All stockholders are urged to vote electronically via the Internet or by telephone or, if you requested paper copies of the proxy materials, complete, sign, date and return the proxy card or voting instruction card in the enclosed postage-paid envelope. Thank you for your prompt attention to this matter.
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Cautionary Note on Forward-Looking Statements Statements in this proxy statement relating to Oracle’s future plans, expectations, beliefs, intentions and prospects are “forward-looking statements” and are subject to material risks and uncertainties. Many factors could affect our current expectations and our actual results, and could cause actual results to differ materially. A detailed discussion of these factors and other risks that affect our business is contained in our SEC filings, including our most recent reports on Form 10-K and Form 10-Q, particularly under the heading “Risk Factors.” All information in this proxy statement is current as of September 25, 2026. Oracle undertakes no duty to update any statement in light of new information or future events. |
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ORACLE ORACLE CORPORATION ATTN: LUIS MONTANO 2300 ORACLE WAY AUSTIN, TX 78741 SCAN TO VIEW MATERIALS & VOTE VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time on November 17, 2026 for shares held directly and by 11:59 p.m. Eastern Time on November 13, 2026 for shares held in a Plan. Have your proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting - Go to www.virtualshareholdermeeting.com/ORCL2026 You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time on November 17, 2026 for shares held directly and by 11:59 p.m. Eastern Time on November 13, 2026 for shares held in a Plan. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: T03999-P57303 KEEP THIS PORTION FOR YOUR RECORDS THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY ORACLE CORPORATION For All Withhold All For All Except To withhold authority to vote for any individual nominee(s), mark "For All Except" and write the number(s) of the nominee(s) on the line below. The Board of Directors recommends you vote FOR the following: 1. Election of Directors Nominees: 01) Awo Ablo 02) Jeffrey S. Berg 03) Michael J. Boskin 04) Safra A. Catz 05) Bruce R. Chizen 06) Lawrence J. Ellison 07) Rona A. Fairhead 08) Jeffrey O. Henley 09) Clayton M. Magouyrk 10) Tomislav Mihaljevic 11) Charles W. Moorman 12) Stephen H. Rusckowski 13) Michael D. Sicilia The Board of Directors recommends you vote FOR the following proposals: For Against Abstain 2. Advisory Vote to Approve the Compensation of our Named Executive Officers 3. Ratification of the Selection of our Independent Registered Public Accounting Firm The Board of Directors recommends you vote AGAINST the following proposal: For Against Abstain 4. Stockholder Proposal Regarding Preservation of Shareholder Proposal Access Rights NOTE: Such other business as may properly come before the meeting or any adjournment thereof. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
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Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and Form 10-K are available at www.proxyvote.com. T04000-P57303 ORACLE CORPORATION Annual Meeting of Stockholders November 18, 2026 9:00 AM This proxy is solicited by the Board of Directors T04000-P57303 The stockholder(s) hereby appoint(s) Lawrence J. Ellison, Jeffrey O. Henley and Brian S. Higgins, or either of them, as proxies, each with the power to appoint his substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of Common stock of ORACLE CORPORATION that the stockholder(s) is/are entitled to vote at the Annual Meeting of Stockholders to be held at 9:00 AM, CST on November 18, 2026, at www.virtualshareholdermeeting.com/ORCL2026, and any adjournment or postponement thereof. This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors' recommendations. Continued and to be signed on reverse side