Oracle (ORCL) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on November 18, 2026, with voting on key proposals and director elections.

• Major leadership transitions occurred in fiscal 2026, including the appointment of two new CEOs and a new CFO, reflecting long-term succession planning.

• The company reported strong financial performance in fiscal 2026, with total revenues of $67.4 billion (up 17%), cloud revenues of $34.0 billion (up 39%), and operating income of $20.6 billion (up 17%).

• Stockholder engagement remained a priority, with ongoing outreach and responsiveness to feedback on governance and compensation.

Voting matters and shareholder proposals

• Stockholders will vote on the election of 13 directors, an advisory say-on-pay vote, ratification of Ernst & Young LLP as auditor, and a shareholder proposal regarding preservation of shareholder proposal access rights.

• The board recommends voting for all director nominees, for the say-on-pay and auditor ratification, and against the shareholder proposal.

• The shareholder proposal seeks to maintain current eligibility thresholds for submitting proposals, but the board opposes it as unnecessary and potentially restrictive.

Board of directors and corporate governance

• The board consists of a majority of independent directors, with ongoing refreshment—two new independent directors added and four retired over the last two years.

• All board committees are fully independent, and annual board and committee evaluations are conducted.

• The board maintains a lead independent director and separates the roles of chair and CEO.

• Stockholder rights include single-class voting, proxy access, and the right to call special meetings or act by written consent.

• Robust stock ownership guidelines and anti-hedging/pledging policies are in place, with Mr. Ellison’s pledging arrangements regularly reviewed and deemed not to pose material risk.