Oracle Corp Board Changes and Executive Compensation Update

TL;DR

Oracle's board is changing, with Safra Catz out and new directors in. Executive pay details also disclosed.

AI Summary

On November 18, 2025, Oracle Corporation filed an 8-K report detailing several key events. The company announced the departure of Director Safra Catz and the election of new directors, including David D. Dase, to its board. Additionally, Oracle reported on compensatory arrangements for its named executive officers and submitted matters to a vote of its security holders.

Why It Matters

Changes in board composition and executive compensation can signal shifts in company strategy and governance, potentially impacting investor confidence and future performance.

Risk Assessment

Risk Level: low — This filing primarily concerns routine corporate governance and executive compensation disclosures, with no immediate financial distress or significant operational changes indicated.

Key Players & Entities

• Oracle Corporation (company) — Registrant
• Safra Catz (person) — Departing Director
• David D. Dase (person) — Newly Elected Director
• November 18, 2025 (date) — Date of earliest event reported
• 001-35992 (company) — SEC File Number

FAQ

Key Financial Figures

• $0.01 — ch registered Common Stock, par value $0.01 per share ORCL New York Stock Excha

Filing Documents

• d43173d8k.htm (8-K) — 44KB
• d43173dex991.htm (EX-99.1) — 7KB
• g43173g1121070934115.jpg (GRAPHIC) — 2KB
• 0001193125-25-291441.txt ( ) — 168KB
• orcl-20251118.xsd (EX-101.SCH) — 3KB
• orcl-20251118_lab.xml (EX-101.LAB) — 17KB
• orcl-20251118_pre.xml (EX-101.PRE) — 11KB
• d43173d8k_htm.xml (XML) — 3KB

From the Filing

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 18, 2025 Oracle Corporation (Exact name of registrant as specified in its charter) Delaware 001-35992 54-2185193 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 2300 Oracle Way , Austin , Texas 78741 (Address of principal executive offices) (Zip Code) (737) 867-1000 (Registrant's telephone number, including area code) N/A (Former name or former address, if changed since last report.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, par value $0.01 per share ORCL New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Section 5—Corporate Governance and Management Item5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers On November 18, 2025, the Board of Directors of Oracle Corporation ("Oracle") unanimously elected Stephen Rusckowski to serve as a director, effective immediately. Mr. Rusckowski will be granted restricted stock units for shares of Oracle common stock (the "RSUs") in accordance with Oracle's Amended and Restated 1993 Directors' Stock Plan. The RSUs will represent a pro rata amount of the annual equity award granted to non-employee directors based on the number of complete calendar months remaining in Oracle's current fiscal year. The RSUs will fully vest on the first anniversary of the date of grant provided Mr. Rusckowski continues to serve as a director on the vest date. Mr. Rusckowski will also receive the standard cash compensation for Oracle's non-employee directors. Mr. Rusckowski entered into Oracle's standard form of indemnification agreement pursuant to which Oracle will indemnify him for certain actions taken in his capacity as a director. Item5.07 Submission of Matters to a Vote of Security Holders On November 18, 2025, Oracle held its 2025 Annual Meeting of Stockholders (the "Annual Meeting"). Below is a brief description of each matter submitted to a vote at the Annual Meeting, as well as the final voting results with respect to each matter. For more information about these proposals, please refer to Oracle's definitive proxy statement filed with the U.S. Securities and Exchange Commission on September 26, 2025. Proposal No. 1: Election of Directors The stockholders elected each of the following persons as a director to hold office until the 2026 Annual Meeting of Stockholders and until his or her successor is elected and qualified, or until his or her earlier resignation or removal. Director Nominee Votes For Votes Withheld Broker Non-Votes Awo Ablo 1,970,921,678 379,377,888 265,704,606 Jeffrey S. Berg 2,167,434,409 182,865,157 265,704,606 Michael J. Boskin 2,144,795,282 205,504,284 265,704,606 Safra A. Catz 2,287,398,391 62,901,175 265,704,606 Bruce R. Chizen 1,789,428,191 560,871,375 265,704,606 George H. Conrades 2,168,501,144 181,798,422 265,704,606 Lawrence J. Ellison 2,271,537,382 78,762,184 265,704,606 Rona A. Fairhead 2,311,910,112 38,389,454 265,704,606 Jeffrey O. Henley 2,161,523,700 188,775,866 265,704,606 Clayton M. Magouyrk 2,309,110,378 41,189,188 265,704,606 Charles W. Moorman 2,297,980,595 52,318,971 265,704,606 Naomi O. Seligman 2,175,743,875 174,555,691 265,704,606 Michael D. Sicilia 2,309,260,122 41,039,444 265,704,606 Proposal No. 2: Advisory Vote to Approve the Compensation of Oracle's Named Executive Officers The stockholders cast an advisory vote approving the compensation of Oracle's named

View Full Filing

View this 8-K filing on SEC EDGAR