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Oct. 27, 2021, 7:14 p.m. EDT

Oracle Responds to Glass Lewis Proposals on Board, Compensation

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By Kimberly Chin

Oracle Corp. said it strongly disagreed with Glass Lewis & Co.'s proposals to vote against the election of Chief Executive Safra Catz, Board Director Vishal Sikka and members of the compensation committee at its annual shareholder meeting on Nov. 10, as well as the proxy adviser's rejection of advisory approval of the company's executive compensation plan.

Oracle said that it disagreed with the proxy adviser's recommendation to withhold votes for Ms. Catz, stating that she is helpful in bringing knowledge of the company's strategic vision, management and operations to the board.

"Her relationship with the board is not complicated by her responsibility for the oversight and accuracy of our financial results in addition to her many responsibilities as CEO," Oracle said in a letter to Glass Lewis.

Glass Lewis representatives didn't immediately respond to a request for comment.

Oracle also said it didn't agree with Glass Lewis's recommendation to withhold votes for Prof. Sikka, a computer scientist. The company said that the proxy adviser "has singled out a diverse and relatively new board member simply because they prefer fewer non-independent directors"

Oracle also said that its compensation committee is responsive to shareholder feedback and that its compensation plan reflects input from shareholders. Oracle said it disagreed with Glass Lewis' proposal to withhold votes for George Conrades, Charles Moorman, Leon Panetta and Naomi Seligman, who are all members of the board's compensation committee.

The company said it didn't grant new equity awards or an increase to the base salaries of Larry Ellison, the chairman, chief technology officer and co-founder of Oracle, or Ms. Catz in fiscal 2021. The compensation committee also doesn't plan to grant awards to these officers during an eight-year performance period.

Write to Kimberly Chin at kimberly.chin@wsj.com

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