Oracle Corp DEF 14A: Executive Comp & Governance

Ticker: ORCL-PD · Form: DEF 14A · Filed: Sep 25, 2024 · CIK: 1341439

Oracle CORP DEF 14A Filing Summary
FieldDetail
CompanyOracle CORP (ORCL-PD)
Form TypeDEF 14A
Filed DateSep 25, 2024
Risk Levelmedium
Pages15
Reading Time18 min
Sentimentneutral

Sentiment: neutral

Topics: proxy-statement, executive-compensation, corporate-governance

Related Tickers: ORCL

TL;DR

Oracle's DEF 14A is out, detailing exec pay and governance for FY24. Check fair value of awards.

AI Summary

Oracle Corp filed a DEF 14A on September 25, 2024, for the fiscal year ending May 31, 2024. The filing details executive compensation and other corporate governance matters. Key financial periods covered include fiscal years 2020-2024, with specific data points related to the fair value of outstanding unvested awards and awards that vested in the covered year.

Why It Matters

This filing provides crucial insights into Oracle's executive compensation structure and corporate governance practices, which can influence investor confidence and stock performance.

Risk Assessment

Risk Level: medium — DEF 14A filings can reveal information about executive compensation and corporate actions that may impact stock valuation and investor sentiment.

Key Numbers

Key Players & Entities

FAQ

What is the primary purpose of a DEF 14A filing?

A DEF 14A filing, also known as a Definitive Proxy Statement, is used to solicit shareholder votes on important corporate matters, such as the election of directors and executive compensation.

When is Oracle Corp's fiscal year end?

Oracle Corp's fiscal year ends on May 31st, as indicated by the 'FISCAL YEAR END: 0531' field in the filing.

What specific financial data related to awards is mentioned?

The filing mentions data related to 'ChangeInFairValueOfOutstandingUnvestedAwardsFromPriorYears' and 'ChangeInFairValueOfAwardsFromPriorYearsThatVestedInTheCoveredYear' for various fiscal periods.

What was Oracle Corp's former company name?

Oracle Corp's former company name was Ozark Holding Inc., with a date of name change on October 13, 2005.

What is the filing date of this DEF 14A?

This DEF 14A filing was made on September 25, 2024.

Filing Stats: 4,459 words · 18 min read · ~15 pages · Grade level 14.2 · Accepted 2024-09-25 17:00:10

Filing Documents

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 34

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 36 Compensation Discussion and Analysis 36 Executive Summary 36 Objectives of Our Executive Compensation Program 42 Human Capital and Compensation Best Practices 43 Determination of Executive Compensation Amounts for Fiscal 2024 43 Elements of Our Executive Compensation Program 46 Other Factors in Setting Executive Compensation 51 Compensation Recovery (Clawback) Policy 53 Compensation Committee Report 53 Fiscal 2024 Summary Compensation Table 54 Grants of Plan-Based Awards During Fiscal 2024 Table 55 Outstanding Equity Awards at Fiscal 2024 Year-End Table 56 Option Exercises and Stock Vested During Fiscal 2024 Table 57 Fiscal 2024 Non-Qualified Deferred Compensation Table 57 Potential Payments Upon Termination or Change in Control 59 Equity Compensation Plan Information 60 CEO PAY RATIO 61 PAY VERSUS PERFORMANCE 62 TRANSACTIONS WITH RELATED PERSONS 66

LEGAL PROCEEDINGS

LEGAL PROCEEDINGS 69 PROPOSAL NO. 1: ELECTION OF DIRECTORS 71 PROPOSAL NO. 2: ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS 72 PROPOSAL NO. 3: RATIFICATION OF THE SELECTION OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 75 REPORT OF THE FINANCE AND AUDIT COMMITTEE OF THE BOARD OF DIRECTORS 76 PROPOSAL NO. 4: STOCKHOLDER PROPOSAL REGARDING A REPORT ON CLIMATE RISKS TO RETIREMENT PLAN BENEFICIARIES 77 2024 Annual Meeting of Stockholders Table of Contents STOCKHOLDER PROPOSALS FOR THE 2025 ANNUAL MEETING 80 QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING 81 NO INCORPORATION BY REFERENCE 87 OTHER BUSINESS 87 HOUSEHOLDING 87 2024 Annual Meeting of Stockholders Table of Contents PROXY STATEMENT SUMMARY This summary highlights information contained elsewhere in this proxy statement. For more complete information about these topics, please review our Annual Report on Form 10-K for fiscal 2024 and the contents of this proxy statement. Fiscal 2024 began on June 1, 2023 and ended on May 31, 2024. Fiscal 2025 began on June 1, 2024 and ends on May 31, 2025. The Notice of Internet Availability of Proxy Materials, this proxy statement and the accompanying proxy card or voting instruction card, including an Internet link to our Annual Report on Form 10-K for fiscal 2024, were first made available to stockholders on or about September 25, 2024. 2024 Annual Meeting of Stockholders Date and Time Thursday, November 14, 2024 9:00 a.m., Central Time Location Online via live audio webcast at www.virtualshareholdermeeting.com/ORCL2024 Record Date You will only be entitled to vote and submit a question for the Annual Meeting if you are a stockholder as of the close of business on September 16, 2024 , the record date. Replay A recording of the meeting will be available on our website at www.oracle.com/investor and at www.virtualshareholdermeeting.com/ORCL2024 following the Annual Meeting

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