UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 19, 2019
 
Oracle Corporation
(Exact name of registrant as specified in its charter)

					
Delaware	 	001-35992	 	54-2185193	
(State or other jurisdiction
of incorporation)	 	(Commission
File Number)	 	(IRS Employer
Identification No.)	
500 Oracle Parkway, Redwood City, California 94065
(Address of principal executive offices) (Zip Code)
(650) 506-7000
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report.)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)	

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)	

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))	

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))	
Securities registered pursuant to Section 12(b) of the Act:
					
Title of each class	 	Trading
Symbol(s)	 	Name of each exchange
on which registered	
Common Stock, par value $0.01 per share
2.25% senior notes due January 2021
3.125% senior notes due July 2025	 	ORCL	 	New York Stock Exchange
New York Stock Exchange
New York Stock Exchange	
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company  ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

Item 5.07	Submission of Matters to a Vote of Security Holders	
On November 19, 2019, Oracle Corporation (“Oracle”) held its 2019 Annual Meeting of Stockholders (the “Annual Meeting”). Below is a brief description of each matter submitted to a vote at the Annual Meeting, as well as the number of votes cast for and against and the number of abstentions and broker non-votes with respect to each matter. For more information about these proposals, please refer to Oracle’s definitive proxy statement filed with the U.S. Securities and Exchange Commission (the “SEC”) on September 27, 2019 and the supplement to the proxy statement filed with the SEC on November 8, 2019.
Proposal No. 1: Election of Directors
The stockholders elected each of the following persons as a director to hold office until the 2020 Annual Meeting of Stockholders and until his or her successor is elected and qualified, or until his or her earlier resignation or removal.
							
Director Nominee	 	Votes For	 	Votes Withheld	 	Broker Non-Votes	
Jeffrey S. Berg	 	2,092,721,049	 	620,399,516	 	284,909,463	
Michael J. Boskin	 	2,532,360,712	 	180,759,853	 	284,909,463	
Safra A. Catz	 	2,659,116,270	 	  54,004,295	 	284,909,463	
Bruce R. Chizen	 	2,085,708,462	 	627,412,103	 	284,909,463	
George H. Conrades	 	1,948,071,682	 	765,048,883	 	284,909,463	
Lawrence J. Ellison	 	2,640,162,313	 	  72,958,252	 	284,909,463	
Rona A. Fairhead	 	2,702,414,022	 	  10,706,543	 	284,909,463	
Jeffrey O. Henley	 	2,624,916,140	 	  88,204,425	 	284,909,463	
Renée J. James	 	2,638,446,569	 	  74,673,996	 	284,909,463	
Charles W. Moorman IV	 	2,024,942,088	 	688,178,477	 	284,909,463	
Leon E. Panetta	 	1,963,328,155	 	749,792,410	 	284,909,463	
William G. Parrett	 	2,684,906,371	 	  28,214,194	 	284,909,463	
Naomi O. Seligman	 	1,979,012,304	 	734,108,261	 	284,909,463	
Proposal No. 2: Advisory Vote to Approve the Compensation of Oracle’s Named Executive Officers
The stockholders cast an advisory vote approving the compensation of Oracle’s named executive officers as follows: 1,562,280,318 shares in favor, 1,146,505,043 shares against, 4,335,204 shares abstaining and 284,909,463 broker non-votes.
Proposal No. 3: Ratification of Selection of Independent Registered Public Accounting Firm
The stockholders ratified the appointment of Ernst & Young LLP as Oracle’s independent registered public accounting firm for the fiscal year ending May 31, 2020, with 2,960,045,696 shares in favor, 35,127,374 shares against and 2,856,958 shares abstaining.
Proposal No. 4: Stockholder Proposal Regarding Pay Equity Report
The stockholders did not approve a stockholder proposal requesting that Oracle prepare a gender pay equity report, with 942,828,312 shares in favor, 1,699,773,596 shares against, 70,518,657 shares abstaining and 284,909,463 broker non-votes.
Proposal No. 5: Stockholder Proposal Regarding Independent Board Chair
The stockholders did not approve a stockholder proposal requesting that Oracle’s Board of Directors (the “Board”) adopt a policy requiring the Chair of the Board, whenever possible, to be an independent member of the Board, with 953,662,512 shares in favor, 1,755,172,042 shares against, 4,286,011 shares abstaining and 284,909,463 broker non-votes.

SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
							
	 		 	ORACLE CORPORATION	
 	 	 	 	 	 	 	
Dated: November 22, 2019	 		 	By:	 	/s/ Brian S. Higgins	
	 		 	Name:	 	Brian S. Higgins	
	 		 	Title:	 	Vice President, Associate General Counsel and Secretary