U.S. Securities and Exchange Commission
Washington, DC 20549
NOTICE OF EXEMPT SOLICITATION
1. Name of the Registrant:
ORACLE CORPORATION
___________________________________________________________________________
2. Name of the person relying on exemption:
CTW INVESTMENT GROUP
___________________________________________________________________________
3. Address of the person relying on exemption:
1900 L STREET, NW, SUITE 900 WASHINGTON, DC 20036
___________________________________________________________________________
4. Written materials. Attach written materials required to be submitted
pursuant to Rule 14a6(g)(1):
[CTW INVESTMENT GROUP HAS POSTED THE FOLLOWING TWEETS WITH LINKS TO
ARTICLES THAT ARE REPRINTED AFTER EACH TWEET SHOWN HERE.]
CtW Investment Group ?@CtWInvGrp15 Oct
Oracle headed for executive pay showdown - http://FT.com
http://on.ft.com/H0t19W via @FT
Financial Times (http://www.ft.com/intl/cms/s/0/f44edb66-35e7-11e3-952b-
00144feab7de.html?siteedition=intl#axzz2hp4EALHv)
ORACLE HEADED FOR EXECUTIVE PAY SHOWDOWN
By Richard Waters in San Francisco
October 16, 2013 1:45 am
Oracle looks to be headed for a showdown with shareholders at its annual
meeting on October 31, after two influential investor advisory firms on
Tuesday recommended a protest vote against the company.
ISS and Glass Lewis, which advise institutional investors how to vote
their stock at company meetings, called on investors to withhold
for a number of directors over the company's pay practices, among other
issues.
The recommendations followed Oracle's claim, in a proxy statement ahead
of the meeting, that "significant changes to our executive compensation
program were not warranted". That is despite a majority of shareholders
at last year's annual meeting voting against its pay practices, largely
due to high stock option awards made to chief executive Larry Ellison.
ISS called on investors to reject all seven of Oracle's independent
directors, along with chairman Jeff Henley, while voting to reappoint
the three executives on the board -Mr Ellison and presidents Safra Catz
and Mark Hurd. Glass Lewis, meanwhile, called for the rejection of five
directors, including Ms Catz.
Both firms also recommended shareholders vote against the company's pay
practices, though such votes are not binding.
Mr Ellison, who owns 25 per cent of Oracle's stock, has received annual
compensation averaging $84m in each of the past three years, based on the
valuation of options handed him by the company.
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CtW Investment Group ?@CtWInvGrp15 Oct
RT @RossReutersGuy: Advisors recommend votes against $ORCL board over pay
http://reut.rs/17Hszmi via @reuters #corpgov #execpay
Collapse
http://www.reuters.com/article/2013/10/15/oracle-proxy-
idUSL1N0I51RJ20131015
UPDATE 1-ADVISORS RECOMMEND VOTES AGAINST ORACLE BOARD OVER PAY
Tue Oct 15, 2013 4:49pm EDT
By Ross Kerber
Oct 15 (Reuters) - Top proxy advisors recommended votes against key directors
of software maker Oracle Corp, citing concerns over executive pay.
The recommendations promise to stir up a debate over compensation at the
company's annual meeting scheduled for the end of this month.
Institutional Shareholder Services, the largest advisor for institutional
investors, recommended "withhold" votes for eight of Oracle's 11 board
members in a report released on Tuesday. It also suggested an advisory vote
"against" the company's executive pay.
ISS said it recommended withholding the votes against the board members
"for failing to provide effective oversight of management on behalf of
shareholders" in areas like executive pay practices. Last year, the
company's pay for top executives won support from just 41 percent of votes
cast, and the company's compensation committee did not respond adequately,
according to ISS.
In addition on Tuesday, rival proxy advisor Glass, Lewis & Co released a
report that recommended "withhold" votes against five Oracle directors,
also citing pay concerns in some cases, and recommended votes "against"
the company's executive pay.
A third advisor, Egan-Jones Proxy Services, recommended votes "for" all
directors but "against" Oracle's executive pay.
CtW Investment Group, which advises union-affiliated pension funds, has
also criticized the company's pay practices and opposed the re-election of
compensation committee members.
Citing today's ISS report, CtW Executive Director Dieter Waizenegger said
in a statement that "it is clear the board is risking a shareholder revolt
at its annual meeting if it doesn't start listening to the company's public
owners."
Oracle spokeswoman Deborah Hellinger declined to comment.
Oracle General Counsel Dorian Daley wrote to CtW on Oct. 1, noting last
year's pay vote was only advisory and defending the pay of executives like
Oracle Chief Executive Larry Ellison, who receives a salary of $1 per year
and declined to take a bonus in the most recent fiscal year. ISS calculated
that, including stock options, Ellison's total pay was $76.4 million last
year.
Both ISS and Glass, Lewis recommended votes "for" Ellison to continue as a
director of the company, as did Egan-Jones.
Oracle's annual meeting is scheduled for Oct. 31. ISS is a unit of MSCI Inc.
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CtW Investment Group ?@CtWInvGrp15 Oct
2nd proxy adviser against Oracle Directors over pay http://ow.ly/pQGqQ
#corpgov #execpay -see our investor letter http://ow.ly/pQGzS
http://online.wsj.com/news/articles/
SB10001424052702304106704579137231564834444
ORACLE FACES INCREASED PRESSURE ON PAY
Recommendations Follow Months of Investor Dissatisfaction Over Years of
High Pay for Larry Ellison
By JOANN S. LUBLIN
Updated Oct. 15, 2013 5:56 p.m. ET
Institutional Shareholder Services, the biggest U.S. proxy adviser, said
Oracle Corp.ORCL -0.07% investors should vote against nearly the entire board
and reject changes the company is seeking to its stock compensation plan in
protest of what ISS considers excessive pay.
ISS also is advising shareholders to vote against the company's executive-pay
practices in a nonbinding "say on pay" referendum at Oracle's Oct. 31 annual
meeting.
Glass Lewis & Co., another big proxy adviser, took the same stance on the
say-on-pay vote but backed the defeat of just five of Oracle's 11 directors.
[PHOTOGRAPH OF LARRY ELLISON]
Larry Ellison
The recommendations follow months of dissatisfaction among mainstream
investors over years of high pay for Chief ExecutiveLarry Ellison that may
produce a showdown at this month's meeting.
Some shareholders complain that Mr. Ellison, who founded the software company
and beneficially owns about 25% of the company's shares, continues to receive
tens of millions of dollars of stock options every year -even when Oracle's
performance has been mixed.
Oracle lost a majority of the vote on its say-on-pay referendum last year,
but didn't make pay changes sought by critics.
An Oracle spokeswoman declined to comment on the ISS and Glass Lewis reports.
Earlier this month, Oracle General Counsel Dorian Daley defended Mr. Ellison's
compensation, calling him "an extremely valuable asset" whose "pay package is
appropriate under the circumstances."
Oracle has shaken off such criticism in the past, and it isn't clear that the
current round will have much more effect because Mr. Ellison owns such a large
stake. In chats with investors, Oracle directors have defended his pay package
and will continue to press their case with shareholders ahead of the annual
meeting, one person familiar with the situation said.
ISS recommended a no vote on Oracle's say-on-pay referendum last year.
Opponents included asset managers Vanguard Group Inc. and BlackRock Inc. BLK
+1.48%
Oracle directors last month expressed disappointment that investors rejected
its pay practices last year. The board decided "that significant changes to our
executive compensation program were not warranted," the latest proxy said.
Mr. Ellison receives a $1 salary and turned down a bonus of $1.2 million for
the past fiscal year because Oracle's growth missed goals, the proxy said.
CtW Investment Group, an arm of labor federation Change to Win, whose members'
pension funds own an estimated six million Oracle shares, is waging a
shareholder campaign against the re-election of the Oracle board's three-
member compensation committee this month.
The ISS report increases the likelihood that those three directors will be
defeated, said Dieter Waizenegger, CtW Investment's executive director. In an
interview Tuesday, he expressed hope that the pay panel would resign.
Mr. Daley defended Mr. Ellison in a letter to CtW, which Oracle disclosed
Oct. 2. The letter said the group's criticisms were ill-founded and that the
bulk of Mr. Ellison's pay is in option grants that don't pay off if Oracle's
stock flatlines.
In a sign of frustration with Oracle, ISS is recommending shareholders vote
against its seven independent board members for failing to tie pay closer to
performance. ISS rarely opposes the re-election of all outside directors.
The proxy adviser also urged the defeat of Executive Chairman Jeffrey O.
Henley, a former Oracle finance chief, and it endorsed "a policy to appoint
an independent board chairman.''
ISS only recommended yes votes for Mr. Ellison and presidents Safra Catz and
Mark Hurd. Ms. Catz also is chief financial officer. However, Ms. Catz was
among the directors whose re-election Glass Lewis opposes due to her CFO role.
A finance chief should be "reporting to and not serving on the board," the
rival proxy adviser said in its report.
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CtW Investment Group ?@CtWInvGrp15 Oct
Leading proxy advisory firm opposes #Ellison pay and #Oracle directors -
http://ow.ly/pQ9Z6 #corpgov #execpay
http://ctwinvestmentgroup.com/2013/10/iss-advises-shareholders-vote-oracle-
directors-ellisons-pay/ [the link here is to our press release]
ISS ADVISES SHAREHOLDERS VOTE AGAINST ORACLEW DIRECTORS OVER ELLISON'S PAY
FOR IMMEDIATE RELEASE
CONTACT: Michael Pryce-Jones (202) 262-7437
ISS ADVISES SHAREHOLDERS VOTE AGAINST ORACLEW DIRECTORS OVER ELLISON'S PAY
Recommendation Follows CtW Investment Groups' Opposition to Board Members
and Say on Pay
WASHINGTON, D.C.-Leading independent proxy advisor, Institutional Shareholder
Services (ISS), is opposing the re-election of Oracle (NASDAQ: ORCL) directors
Bruce Chizen, George Conrades and Naomi Seligman, members of the board's
Compensation Committee, because of their collective "failure to address
long-standing investors concerns about executive compensation."
The recommendation comes a week after the CtW Investment Group called on fellow
investors to vote against the three directors at the company's October 31st,
shareholder meeting in Redwood City, CA, over their refusal to reform CEO Larry
Ellison's exorbitant pay package in the face of overwhelming shareholder
opposition to last year's say-on-pay.
"With ISS's recommendation, it is clear the board is risking a shareholder
revolt at its annual meeting if it doesn't start listening to the company's
public owners," said Dieter Waizenegger, Executive Director of the CtW
Investment Group.
"Oracle may end Halloween with "zombie directors" who fail to win majority
support for their re-election, in which case the only respectable cause of
action would be for them to resign," he added.
In its October 14 report, ISS also recommend votes against all of the
independent directors and Chairman Jeffery Henley for the board's ineffective
oversight of management. This was evidenced, the report states "by the
company's persistent compensation concerns, its failure to adequately respond
to overwhelming opposition to its say-on-pay resolution and high withhold
votes from Compensation Committee members [last year], and its tolerance of
excessive and risky pledging of stock by executives."
In last week's letter to shareholders, the CtW Investment Group blasted the
board over its refusal to make significant changes to its use of mega-stock
option grants to pay CEO and founder Larry Ellison after 86% of non-insider
shareholders rejected Oracle's say-on pay resolution last year. Before
launching a "Vote No" initiative against members of the Compensation
Committee, the Investment Group urged the company to appoint a new director
to oversee the realignment of pay and performance, including the use of
performance vesting equity awards in place of stock options.
Highlighting the company's extraordinarily top heavy compensation culture and
the importance of human capital management at Oracle, the Investment Group
also asked Oracle to begin disclosure its CEO-to-median-employee pay.
The CtW Investment Group works with pension funds sponsored by affiliates of
Change to Win - a federation of unions representing over six million members -
to enhance long-term shareholder value through active ownership. These funds
have $250 billion in assets under management and are substantial Oracle
shareholders.
# # #
** NOTE: Please contact CtW Investment Group Senior Corporate Governance
Analyst Michael Pryce-Jones at (202) 262-7437 or
michael.pryce-jones@changetowin.org; or visit www.ctwinvestmentgroup.com,
for additional information. **