ORACLE CORP
For the period ended Nov 18, 2025. Filed Sep 26, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Nov 18, 2025 · Filed Sep 26, 2025
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 2025 and the contents of this proxy statement. Fiscal 2025 began on June 1, 2024 and ended on May 31, 2025. Fiscal 2026 began on June 1, 2025 and ends on May 31, 2026.
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 2025, were first made available to stockholders on or about September 26, 2025.
2025 Annual Meeting of Stockholders
| Date and Time Tuesday, November 18, 20259:00 a.m., Central Time Location Online via live audio webcast at www.virtualshareholdermeeting.com/ORCL2025 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 19, 2025, 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/ORCL2025 following the Annual Meeting through November 25, 2025. | Voting and Attendance You may vote on the Internet, by telephone, by mail or during the Annual Meeting if you are a stockholder as of the close of business on the record date. You are entitled to attend the Annual Meeting online by visiting www.virtualshareholdermeeting.com/ORCL2025 and entering the 16-digit control number included on the Notice of Internet Availability of Proxy Materials, on your proxy card (if you requested printed materials), or on the instructions that accompanied your proxy materials. Submitting a Question You may submit one question either in advance of or during the Annual Meeting if you are a stockholder as of the close of business on the record date. You may submit a question in advance of the meeting at www.proxyvote.com by logging in with your 16-digit control number. During the Q&A session at the Annual Meeting, we will endeavor to answer as many stockholder-submitted questions as time permits that comply with the meeting rules of conduct. |
Voting Roadmap
| Agenda Item | Board Recommendation | Page |
|---|---|---|
| •Election of 13 directors | FOR Each Nominee | 74 |
| •Advisory vote to approve the compensation of our named executive officers (NEOs) | FOR | 75 |
| •Ratification of the selection of Ernst & Young LLP as our independent registered public accounting firm for fiscal 2026 | FOR | 78 |
Fiscal 2026 Leadership Transitions
On September 22, 2025, consistent with Oracle’s succession plan, Safra A. Catz retired from her position as CEO and was appointed Executive Vice Chair of the Board, and the Board appointed Clayton M. Magouyrk, previously President, Oracle Cloud Infrastructure (OCI), and Michael D. Sicilia, previously President, Industries, as CEOs of Oracle to succeed Ms. Catz. The Board also appointed Douglas Kehring, previously Executive Vice President, Operations, as Executive Vice President, Principal Financial Officer (PFO), to succeed Ms. Catz as Oracle’s PFO. In her role as Executive Vice Chair, Ms. Catz will continue to help oversee Oracle’s strategic direction.
Mr. Magouyrk, previously President, OCI, joined Oracle in 2014 from Amazon Web Services. As a founding member of Oracle’s cloud engineering team, he has overseen the design, implementation and business success of Gen2 of OCI. Under his leadership, OCI has achieved unprecedented growth and has become the
go-to
platform for AI training and inference.
Mr. Sicilia, previously President, Industries, brings deep expertise in vertical applications and applied artificial intelligence (AI). Mr. Sicilia joined Oracle through the acquisition of Primavera Systems and has led the use of intent based application generation to replace traditional coding for building Oracle applications and the introduction of new AI cloud applications that deliver comprehensive,
end-to-end
solutions to both regulated and traditional industries.
Director Nominees
In Proposal No. 1, we are asking you to vote FOR each of the 13 director nominees listed below.
| Nominee · Age · DirectorSince · Independent · Current Committees | |||
|---|---|---|---|
| Awo AbloPresident Programs and Strategy, Co-Impact | 53 | 2022 | •Governance |
| Jeffrey S. BergChairman, Northside Services, LLC; Former Chairman and CEO, International Creative Management, Inc. | 78 | 1997 | •Independence (Chair)•Finance and Audit |
| Michael J. BoskinTully M. Friedman Professor of Economics and Rose and Milton Friedman Family Hoover Institution Senior Fellow, Stanford University | 80 | 1994 | •Finance and Audit (Chair) |
| Safra A. CatzExecutive Vice Chair of the Board, Oracle CorporationFormer CEO, Oracle Corporation | 63 | 2001 | |
| Bruce R. Chizen*Senior Adviser, Permira Advisers LLP; Strategic Advisor, Voyager Capital; Former CEO, Adobe Systems Incorporated | 70 | 2008 | •Governance (Chair)•Finance and Audit |
| George H. ConradesExecutive Advisor and Former Chairman and CEO, Akamai Technologies, Inc.; Managing Partner, Longfellow Venture Partners | 86 | 2008 | •Compensation (Chair)•Independence |
| Lawrence J. EllisonExecutive Chair, Chief Technology Officer (CTO) and Founder, Oracle Corporation | 81 | 1977 | |
2 2025 Annual Meeting of Stockholders
| Nominee · Age · DirectorSince · Independent · Current Committees | |||
|---|---|---|---|
| Rona A. FairheadFormer Minister of State, U.K. Department for International Trade; Former Chair, BBC Trust; Former Chair and CEO, Financial Times Group Limited | 64 | 2019 | •Finance and Audit |
| Jeffrey O. HenleyExecutive Vice Chair of the Board, Oracle Corporation | 80 | 1995 | |
| Clayton M. MagouyrkCEO, Oracle Corporation | 39 | 2025 | |
| Charles W. MoormanFormer Senior Advisor and Former CEO, Amtrak; Former CEO, Norfolk Southern Corporation | 73 | 2018 | •Compensation•Independence |
| Naomi O. SeligmanSenior Partner, Ostriker von Simson, Inc. | 87 | 2005 | •Compensation (Vice Chair) |
| Michael D. SiciliaCEO, Oracle Corporation | 54 | 2025 | |
| * | Current lead independent director. See “Corporate Governance—Board Leadership Structure” on page 30 for more information. |
|---|
Corporate Governance Highlights
| Board of Directors* | Stockholder Rights and Engagement | Good Governance Practices |
|---|---|---|
| Ongoing Board refreshment: 4 new independent directors added in the last 8 fiscal years Separate roles for Board Chair and Chief Executive Officers (CEOs) Lead independent director Majority of independent directors 100% independent Board committees Annual director elections Directors with a broad range of experiences and perspectives Annual Board and committee performance evaluations, including individual director interviews * Board of Directors as of September 26, 2025. | Single class of voting stock No supermajority voting provisions Stockholder proxy access Stockholder right to call a special meeting (20%) Stockholder right to act by written consent Active stockholder outreach and engagement program | Robust director and senior officer stock ownership guidelines Robust compensation recovery (clawback) policy Anti-hedging policy applicable to all employees and directors Anti-pledging policy applicable to all employees and directors except Mr. Ellison (whose pledging activities are carefully monitored by our Governance Committee (as defined below)) Director majority voting and mandatory resignation policy |
Stockholder Engagement and Board Responsiveness
We have a longstanding commitment to engaging with our stockholders to understand their perspectives on a broad range of topics, including corporate governance, environmental and social issues, executive compensation, and other matters of interest. Our directors, along with members of our Legal and Investor Relations teams, maintain open lines of communication with stockholders throughout the year. The feedback from these conversations is shared with the Board of Directors (the Board) and thoughtfully considered and when appropriate, the Board takes action to address stockholder feedback and implement meaningful changes.
| Ø | Independent Director Engagement. On a regular basis, representatives of our independent directors hold meetings with our stockholders to discuss a range of important topics, including executive compensation, Board refreshment and leadership structure, corporate culture and inclusion, and other governance related matters. The meetings tend to be between our largest institutional stockholders and all of the members of our Compensation Committee. These meetings are conducted without the participation of our Executive Chair of the Board, Executive Vice Chairs of the Board or CEOs to foster open and independent dialogue. We provide stockholders with a forum to express their views on our executive compensation program and overall governance practices. The Board values these engagements with stockholders as a valuable component of its oversight responsibilities, helping to promote transparency, accountability and alignment between the Board’s actions and the long-term interests of our stockholders. |
|---|
In fiscal 2025, members of our Compensation Committee held meetings with seven large institutional stockholders. Thus far in fiscal 2026, we have reached out to nine large institutional stockholders to set up meetings with members of the Compensation Committee.
4 2025 Annual Meeting of Stockholders
| Ø | Executive Director Engagement. As part of our regular Investor Relations engagement program, a number of our executive directors hold meetings with a number of our institutional stockholders throughout the year. We also hold an annual financial analyst meeting at Oracle AI World in Las Vegas, Nevada where analysts are invited to ask questions and hear presentations from key members of our management team, including a number of our executive directors. |
|---|
| Ø | Legal and Investor Relations Engagement. Members of our Legal and Investor Relations teams also engage with stockholders throughout the year. Stockholder proposals, if any, are presented to the Nomination and Governance Committee (the Governance Committee) and the committee provides recommendations to the Board regarding such proposals. Prior to the filing of the proxy statement, members of our Legal team typically engage with any stockholder proponents. Following the filing of a proxy statement, representatives from our Legal and Investor Relations teams reach out to stockholders to offer the opportunity for additional engagement on items included in the annual stockholder meeting agenda and to solicit feedback. When appropriate, independent directors also participate in these discussions. |
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| Ø | Say-on-Pay Vote Outcome and Board Responsiveness. Stockholders approved our advisory say-on-pay proposal at our 2024 Annual Meeting with approximately 78% of the votes cast voting in favor of the compensation of our NEOs. This result represents ongoing year-over-year improvements, and our Board remains committed to understanding stockholder views and looks forward to continuing these productive conversations with stockholders. As described above, members of the Compensation Committee have met with and continue to actively engage with stockholders to understand what actions the Compensation Committee may take to address any stockholder concerns. |
|---|
Below is a summary of the Board’s response to the most significant feedback received from stockholders.
| What We Heard | The Board’s Response |
| The eight-year performance period for the equity compensation for Mr. Ellison and Ms. Catz expired at the end of fiscal year 2025. Please describe the potential changes the Compensation Committee is evaluating for the structure of equity awards for named executive officers for fiscal year 2026, including whether the new equity award program will include performance-based and time-based equity awards | Stockholders shared a broad range of viewpoints on how the next equity program should be structured, with some preferring long performance periods and others requesting two-to-three-year performance periods, as well as suggesting a mix of performance-based and time-based equity awards. Stockholders also shared their preferred performance metrics, equity vehicles and timing cadences for equity grants. In September 2025, the Compensation Committee awarded stock option grants in connection with the promotion of Mr. Magouyrk and Mr. Sicilia to the positions of CEO. Mr. Magouyrk received a grant of stock options to purchase $250 million in shares of Oracle common stock with 80% of the grant consisting of time-based stock options and 20% of the grant consisting of performance-based stock options (PSOs). Mr. Sicilia received a grant of stock options to purchase $100 million in shares of Oracle common stock with 80% of the grant consisting of time-based stock options and 20% of the grant consisting of PSOs. For both Mr. Magouyrk and Mr. Sicilia, the time-based stock options will vest over a four-year period subject to continued service and the PSOs will vest over a three-year performance period ending May 31, 2028, subject to the achievement of certain revenue metrics, in each case pursuant to the terms of Oracle’s Amended and Restated 2020 Equity Incentive Plan (the 2020 Equity Plan). The Compensation Committee continues to refine and discuss the elements of the fiscal 2026 equity program for the remaining NEOs and is committed to thoughtfully incorporating the feedback received from stockholders into the design of the new program. |
| What We Heard | The Board’s Response |
| Mr. Ellison’s pledging of Oracle common stock may pose a risk to stockholders | In accordance with its charter and Oracle’s Policy on Pledging Oracle Securities, the Governance Committee reviews Mr. Ellison’s pledging arrangements and any associated risks on a quarterly basis, and reports its findings to the Finance and Audit Committee (the F&A Committee) and the Board. In fulfilling its oversight responsibilities, the Governance Committee periodically engages independent third-party advisors to assess these arrangements and provide feedback to the Board. The Governance Committee continues to believe that Mr. Ellison’s pledging arrangements do not pose a material risk to stockholders or to Oracle. This assessment is based on several factors, including the Governance Committee’s belief that Mr. Ellison has the financial capacity to repay his personal term loans without resorting to the sale or transfer of pledged shares. In addition, none of Mr. Ellison’s shares are pledged as collateral for margin accounts, and the pledged shares are not used to hedge or shift any economic exposure to Oracle common stock. |
6 2025 Annual Meeting of Stockholders
| What We Heard | The Board’s Response |
| Provide more information regarding the Board’s approach to executive succession planning | The Board’s risk oversight includes succession planning for management and the Board. As set forth in our Corporate Governance Guidelines and the Governance Committee’s charter, the Governance Committee periodically reviews and assesses the adequacy of Oracle’s policies, plans and procedures with respect to succession planning, including policies and principles for CEO selection and performance review, as well as policies regarding succession in both the ordinary course of business and in the event of unexpected events or emergencies. |
| The Board has historically conducted executive sessions with the CTO and former CEO at least annually to review potential successors, as well as to assess the capabilities, development needs, and overall readiness of any identified candidates. In addition, directors received regular business updates and functional presentations from senior leaders across the company, providing meaningful opportunities to evaluate internal talent and deepen the Board’s visibility into the leadership pipeline. In September 2025, consistent with Oracle’s succession plan, Ms. Catz retired from her position as CEO and was appointed Executive Vice Chair of the Board, and the Board appointed Mr. Magouyrk, previously President, Oracle Cloud Infrastructure, and Mr. Sicilia, previously President, Industries, as CEOs of Oracle to succeed Ms. Catz. The Board also appointed Douglas Kehring, previously Executive Vice President, Operations, as Executive Vice President, Principal Financial Officer, to succeed Ms. Catz as Oracle’s PFO. Following these appointments, the Board expects to continue to review executive succession needs at least annually. | |
| Several independent directors are long-tenured and there is concern that there may be a risk of entrenchment and overreliance on tenured directors | The Board recognizes the value of maintaining a mix of director tenures, combining the experience and institutional insight of longer-serving members with the innovative thinking and new perspectives brought by more recently appointed directors. Longer-serving directors offer critical context, a more comprehensive understanding of Oracle’s evolving business environment, and, at times, confidence to engage in candid dialogue with senior leadership, including the Executive Chair and CTO, CEOs, Executive Vice Chairs and PFO, due to long-standing professional relationships. The Board is committed to ongoing refreshment and has taken a proactive approach to identifying and appointing new independent director candidates. Over the past eight fiscal years, four independent directors have joined the Board, reflecting its sustained focus on refreshment. The Board also supports director development through structured continuing education opportunities, including regular sessions with Oracle executives designed to strengthen familiarity with the company’s operations. |
Fiscal 2025 Named Executive Officers (NEOs)
Lawrence J. EllisonExecutive Chair and CTO*
Safra A. CatzExecutive Vice Chair and Former CEO**
Jeffrey O. HenleyExecutive Vice Chair
Stuart LeveyExecutive Vice President, Chief Legal Officer
Maria SmithExecutive Vice President, Chief Accounting Officer
Edward ScrevenFormer Executive Vice President, Chief Corporate Architect
Although Mr. Ellison is not an NEO for fiscal 2025, we have included his compensation in the presentation of the compensation tables as voluntary disclosure.* Ms. Catz served as our CEO and PFO in fiscal year 2025. On September 22, 2025, Ms. Catz retired as CEO and PFO, and became Executive Vice Chair of the Board.
| Best Practices We Employ Compensation Committee has general oversight over all matters related to human capital management, including talent acquisition and retention High proportion of compensation for our senior executives is at risk and aligned with stockholders’ interests Caps on maximum payout of bonuses and performance-based equity awards Robust stock ownership guidelines Disciplined dilution rates from equity awards Robust compensation recovery (clawback) policy in the event of a financial restatement or significant misconduct Independent Compensation Committee Annual risk assessment of compensation programs Independent compensation consultant Anti-pledging policy applicable to all employees and directors except Mr. Ellison (whose pledging activities are carefully monitored by our Governance Committee) Anti-hedging policy applicable to all employees and directors Executive Bonus Plan applicable to executive officers directly responsible for Oracle’s financial performance uses pre-established financial performance metrics Compensation-focused stockholder engagement | Practices We Avoid × No severance benefit arrangements for executives except as required by law or provided under our equity incentive plan to employees generally × No “single-trigger” change in control vesting of equity awards × No change in control acceleration of performance-based cash bonuses × No minimum guaranteed vesting for performance-based equity awards granted to our NEOs × No “golden parachute” tax reimbursements or gross-ups for our NEOs × No payout or settlement of dividends or dividend equivalents on unvested equity awards × No supplemental executive retirement plans, executive pensions or excessive retirement benefits × No repricing, cash-out or exchange of “underwater” stock options without stockholder approval |
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8 2025 Annual Meeting of Stockholders
PROXY STATEMENT
We are providing these proxy materials in connection with Oracle Corporation’s 2025 Annual Meeting of Stockholders (the Annual Meeting). The Notice of Internet Availability of Proxy Materials (the Notice), this proxy statement and the accompanying proxy card or voting instruction card, including an Internet link to our most recently filed Annual Report on
Form 10-K,
were first made available to stockholders on or about September 26, 2025. This proxy statement contains important information for you to consider when deciding how to vote on the matters brought before the Annual Meeting. Please read it carefully.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.