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AGM 2015

Nov 18, 2015

Speaker 1

Okay. So good morning, ladies and gentlemen. I'm Jeff Henley, Vice Chairman of the Board of Corporation. Each stockholder was given an agenda for today's meeting. We will first conduct the formal portion of the stockholders' meeting in accordance with this agenda.

Following adjournment of the formal portion, I will give a brief presentation and there will be an opportunity for questions and discussion. Before proceeding to the business of the meeting, I'd like to make introductions. First, I would like to introduce myself and the other directors who are standing for election. So as I mentioned, my name is Jeff Henley. I have been the Director since June 1995 and Vice Chairman since September 2014.

Prior to that, I served as Chairman since January 2004. I also previously served as Oracle's Chief Financial Officer from March 1991 to July 2004. Larry Ellison was appointed Chairman of the Board and Chief Technology in September 2014. Prior to that, Mr. Ellison was our Chief Executive Officer and the Director since he founded Oracle in June 1977.

Safra Katz has been a Director since October 2001 and was appointed Chief Executive Officer in Oracle in September 2014. Prior to that, Ms. Katz served as President and Chief Financial Officer. Mark Heard has been a Director since September 2010 and was appointed Chief Executive Officer of Oracle in September 2014. Prior to that, Mr.

Hurd served as President of Oracle. Prior before joining Oracle, he was Chairman and CEO of Hewlett Packard Company. Doctor. Michael Boskin has been a Director since April 1994. Following this meeting, he will serve as Chair of the Finance and Audit Committee and as a member of the Nomination and Governance Committee.

Doctor. Boskin is the Tully M. Friedman Professor of Economics and Hoover Institution Senior Fellow at Stanford University. Jeff Berg has been a Director since February 1997. Following this meeting, he will serve as Chair of the Independence Committee and as a member of the Nomination and Governance Committee.

He is Founder and Chairman of Resolution, a talent and literary agency. Mr. Berg was formerly Chairman and CEO of International Creative Management Inc, 1 of the largest talent agencies in the entertainment industry. Hector Garcia Molina has been a Director since October 2001 and is a member of the Independence Committee. He is the Leonard, Bacek and Sandra Lerner Professor in the Departments of Computer Science and Electrical Engineering at Stanford University.

Ray Bingham has been a Director since November 2002. Following this meeting, he will serve as Chair of the Compensation Committee and Vice Chair of the Finance and Audit Committee and is a member of the Independence Committee. He's an Advisory Director of General Atlantic LLC, a leading global private equity firm. Naomi Seligman has been a Director since November 2005. Following this she will serve as Vice Chair of the Compensation Committee.

She is senior partner of Osterker von Simmsen, a leading technology research firm, which chairs the CIO Strategy Exchange. George Konradios has been a Director since January 2008. Following this meeting, he will serve as a member of the compensation committee and the independent committee. He is Chairman of Akamai Technologies and previously served as Akamai's CEO. Bruce Chisholm has been a Director since July 2008.

Following this meeting, he will serve Chair of the Nomination and Governance Committee, as a member of the Finance and Audit Committee and as an alternate member of the Compensation Committee. He's an independent consultant and serves as senior advisor to Premera Advisors LLP, a leading private equity firm and as a venture partner at Voyager Capital. He previously served as CEO of Adobe Systems Incorporated. Secretary Leon Panetta has been has Secretary Pineda previously served as U. S.

Secretary of Defense and He is the Co Founder and Chairman of the Panetta Institute For Public Policy. Seated next to me is Dorian Daly, Oracle's General Counsel and Secretary. Also present today are David Cabral and Chris Anger from Ernst and Young LLP, our independent registered public accounting firm. Prior to this meeting, we asked if ENY wish to make any statement at today's meeting. ENY indicated that while they will not make formal presentation, they would be glad to respond to any questions during the question and answer period.

Finally, we are assisted today by Joshua McGinn, a representative of the American Stock Transfer and Trust Company, LLC, our Inspector of Elections. In the tabulation of proxies and ballots, the minutes of last year's annual meeting are available and any stockholder wishing to inspect the minutes should contact our corporate secretary. So now let's move on to the formal portion of the meeting. Dorian Daley will report on the mailing of the notice of this meeting.

Speaker 2

Mr. Vice Chairman, this meeting is held pursuant to a notice dated September 25, 2015. On or about September 25, 2015, each stockholder of record as of the close of business on September 21, 2015, was sent either a notification of internet availability of proxy materials or the notice itself. All documents concerning notice of the meeting will be filed with the records of the meeting. A proof of mailing and the list of stockholders entitled to vote are both available for inspection by any stockholder wishing to do so.

Speaker 1

Dorian will now advise whether a quorum is present at the meeting and canvass the stockholders present. Those stockholders who have returned proxies have authorized the persons identified in the proxies to vote on the proposals coming before the meeting.

Speaker 2

On the record date, there were 4,000,000,000 264,000,000,628,321 shares of Oracle's common stock issued outstanding and entitled to vote at this meeting. A majority of these shares is present in person or by proxy, and therefore a quorum necessary to transact business is present. If you have a proxy to be voted at this meeting that has not been delivered to the Inspector of Elections, you should register your name with the monitors and show them the proxy. If you have submitted a proxy but now wish to withdraw the proxy and submit a new proxy or vote in person, you should register with the monitors and show them the proxy. If you have not submitted a proxy and you wish to vote in person, you should now register with the monitors if you have not already done so.

Please raise your hand if you need to register your name with the monitors, or if you require any assistance with your ballot or your proxy. The polls will close at the conclusion of the formal portion of the meeting, so please be sure to register with the monitors and hand in your ballot or proxy prior to the conclusion of the formal portion of the meeting.

Speaker 1

Okay. Thanks, Dorian. I hereby declare a quorum is present at this meeting. On behalf of the Board of Directors of Oracle, I'd like to express my appreciation to all stockholders who return their proxies or submitted ballots. There are 9 items of business on the agenda for this year's meeting.

4, management proposals and 5, stockholder proposals. 1 of the stockholder proposals included in our proxy statement, the stockholder proposal regarding quantifiable performance metrics, was withdrawn by its proponents after our proxy statement was filed. Therefore, the stockholder proposal regarding quantifiable performance metrics is not an item of business at this meeting. All voting results announced today are preliminary. Final votes vote totals for each of the proposals voted upon today will be made publicly available within the next few days.

Okay. So let's start with the management proposals. The first matter of business is the election of 12 directors to serve until the next annual meeting of Stockholders. I have just introduced the nominees recommended by the Board of Directors and additional information about them is in the proxy statement. Nominations are now in order for these slate of directors.

Speaker 3

I nominate Jeff Henley, Lawrence Ellison, Safra Katz, Mark Hurd, Michael Boskin, Jeffrey Berg, Hector Garcia Molina, Ray Bingham, Naomi Seligman, George Canrades, Bruce Chisholm and Leon Panetta.

Speaker 1

Okay. Is there a second to these nominations?

Speaker 4

I second the motion. Okay.

Speaker 1

It's been moved and seconded that the nominees be elected Directors of Oracle. Will the Secretary now announce the results of the vote?

Speaker 2

Each nominee for the election to the Board of Directors has received an affirmative vote of a majority of Oracle's outstanding shares of common stock present and entitled to vote at this meeting.

Speaker 1

So I hereby declare that all the nominees for director have been duly elected. The next item of business is the re approval of the Oracle Corporation compensation committee has directed that the executive bonus plan be submitted to stockholders for approval. The material relating to the executive bonus plan is included in our proxy statement. Is there a motion that the executive bonus plan be reapproved?

Speaker 4

I move that the executive bonus plan be reapproved.

Speaker 1

Is there a second to the motion?

Speaker 3

I second the motion. Okay.

Speaker 1

It's been moved and seconded that the executive bonus plan be reapproved. Will the secretary now announce the results of the vote?

Speaker 2

This proposal received the affirmative vote of a majority of Oracle's outstanding shares of common stock present and entitled to vote at this meeting.

Speaker 1

I hereby declare that the executive bonus plan has been duly reapproved and adopted. The next item business is the non binding advisory vote by stockholders on the compensation paid to Oracle's named executive officers as disclosed in Oracle's proxy statement filed in connection with this meeting. This is what is commonly referred to as say on pay vote. Will the Secretary please indicate the results of the voting?

Speaker 2

Based on preliminary voting results, we currently believe that this proposal did not receive the affirmative vote of a majority of Oracle's outstanding shares of common stock present and

Speaker 1

binding advisory vote on Oracle's compensation program for executive officers is hereby noted. So the next matter is the ratification of the appointment of Ernst and Young LLP as our independent registered public accounting firm by the Finance and Audit Committee of the Board of Directors. Is there a motion to ratify the appointment of Ernst and Young as our independent registered public accounting firm for fiscal 2016.

Speaker 4

I move to ratify the appointment of Ernst and Young as Oracle's independent registered public accounting firm for the fiscal year 2016.

Speaker 1

Okay. Is there a second to the motion? I second the motion. It's been moved and seconded to ratify the appointment of Ernst and Young as our independent registered public accounting firm for fiscal year 2016. Will the Secretary now announce the results of the vote?

Speaker 2

This proposal received the affirmative vote of a majority of Oracle's outstanding shares of common stock present and entitled to vote at this meeting.

Speaker 1

Okay. So the appointment of Ernst and Young as Oracle's independent registered public accounting firm for fiscal year 2016 has been duly ratified. So now let's turn to the stockholder proposals. This first item is the proposal submitted by Trillium Asset Management Agency on behalf of Sterling College Endowment, a stockholder of Oracle and cosponsored by Green Century Equity Fund, also a stockholder of Oracle. The proposal requests that Oracle Corporation's senior management with oversight from the Board of Directors set company wide quantifiable targets by March 2016 to increase renewable energy sourcing and or production.

We understand that Will Lana will represent Trillium Asset Management at this meeting. Is Will Lana present? Okay. Pursuant to the rules of conduct for the meeting, you will have 5 minutes to present the proposal and move for its adoption.

Speaker 3

Thank you. Good morning, Mr. Chairman, Board members, fellow shareholders. My name is Will Lana and I am a partner at Trillium Asset Management and I am here on behalf of Sterling College and co filer Green Century Investments. I hereby move proposal number 5, which seeks to enhance shareholder value at our company by ensuring appropriate economic consideration is given to renewable energy opportunities.

To summarize our position, we propose Oracle set a goal to increase its renewable energy sourcing and production. The primary point that I'd like to make this morning is that industry peers like Intel, Microsoft and SAP have already identified and are already actively pursuing renewable energy procurement options and they are doing so for sound business reasons. In fact, the technology sector has been a leader in identifying renewable energy sources to power their business. Unfortunately, Oracle has not demonstrated a level of commitment akin to its peers, and we believe the company may be leaving money on the table in failing to pursue these opportunities. For example, over half of the Fortune 100 companies have reported collectively saving $1,100,000,000 annually with strong climate policies.

PepsiCo alone reported saving $120,000,000 annually. In a separate study of S and P 500 Companies, the CDP has found that over 3 quarters of companies reported earning higher rates of return from their investments aimed at reducing carbon emissions than was earned on their overall corporate capital investments. In other words, such projects benefited shareholders. We believe that today's proposal will allow the company to meaningfully assess its risk and opportunities surrounding energy use. Increased renewable energy sourcing can reduce exposure to fluctuating energy prices, particularly relevant as the company migrates to a more cloud based products, which carry significant ongoing energy needs.

I'll mention Oracle's Austin, Texas data center, which lies in one of the most competitive renewable energy markets in the U. S. The company has not yet demonstrated that it is taking full advantage of the renewable energy available at this location among others. Okay. A few more comments.

In the past, Oracle has set renewable energy goals and we applaud Oracle for meeting its 2010 goal, which it has subsequently failed to renew. The conditions are right in 2015 for Oracle to renew its goals and keep pace with peers. This year alone, we have seen significant renewable power commitments from companies like Salesforce, AT and T, Dow, Johnson and Johnson, Starbucks, Kaiser Permanente, just to name a few. We recognize Oracle's management does an excellent job of developing sophisticated products for its clients' needs. We believe renewable energy expansion is smart for Oracle's business, smart for its bottom line, and we strongly urge the Board, management and shareholders to make it a genuine priority for our company.

Thank you for your time and consideration.

Speaker 1

All right. Thank you. The Board opposes the adoption of this proposal. We are committed to maintaining our facilities and running our business in a responsible manner, including minimizing our environmental impact. However, we believe that the adoption of this proposal is unnecessary.

Given our ongoing efforts to use renewable energy sources, increase our energy efficiency and reduce greenhouse gas emissions. For example, as of August 2015, 18% of the energy used at our facilities worldwide consisted of renewable energy. 70% of our facilities worldwide used renewable energy and 25% of our facilities in Europe used 100% renewable energy. In addition, as a result of our energy efficiency efforts, we've observed a 35% decrease in energy use and a 41% decrease in natural gas use at Oracle Headquarters between 20002013. We have also participated in the Carbon Disclosure Project since 2,005 and we continually strive to decrease our greenhouse gas emissions.

We have set several sustainability goals we intend to achieve by the end of 2016, including with respect to reducing energy use in our facilities and increasing our power usage effectiveness in our data centers. Consequently, the Board does not believe the proposal is in the best interest of Oracle or its shareholders and is recommended against this particular stockholder proposal. It has been moved that the stockholder proposal regarding renewable energy targets be approved. Will the Secretary now announce the results of the vote?

Speaker 2

This stockholder proposal was defeated by a majority of Oracle's outstanding shares of common stock present and entitled to vote at this meeting.

Speaker 1

So I hereby declare that the stockholder proposal regarding renewable energy targets has been defeated. The next item of business is the proposal submitted by the the proposal submitted by the Nathan Cummings Foundation, a stockholder of Oracle and co sponsored by the UAW Retiree Medical Benefits Trust and the Marco Consulting Group, Trust stockholder approval a for stockholder approval a proxy access by law. The proxy access by law would require Oracle to include in proxy materials prepared for a stockholder meeting, at which directors are to be elected the name, supporting statement and certain other information by any director candidate nominated by a stockholder group or group of stockholders that beneficially owned 3% or more of Oracle's outstanding stock continuously for at least 3 years before the nomination is submitted. The proposal specifies that the number of stockholder candidates cannot exceed 1 quarter of the number of directors then serving. We understand that Maureen O'Brien will represent the Nathan Cummings Foundation at this meeting.

Is Maureen O'Brien present? Okay. So pursuant to the rules of conduct for the meeting, you will have 5 minutes to present the proposal and move for its adoption.

Speaker 5

Good morning, Mr. Chairman, members of the Board and fellow shareholders. I'm Maureen O'Brien here from Marco Consulting Group, and I'm presenting this proposal on behalf of the lead filer, the Nathan Cummings Foundation, as well as MarCO Consulting Group and as well as co filer of the UAW Retiree Medical Benefits Trust. This proposal seeks to establish a proxy access by law. The by law would provide long term shareholders, meeting certain ownership requirements with the ability to use Oracle's proxy to nominate director candidates.

This proposal received the support of approximately 45% of shares voted at last year's annual meeting. This translates into more than 65% of unaffiliated shares cast in favor of proxy access, a strong result by any measure. We very much appreciate the Board's willingness to meet with us earlier this year to discuss our concerns about the company's governance practices and our views on proxy access. We recognize this as a departure from past significant step to improving the Board's responsiveness to shareholders. However, meaningful engagement entails more than just listening to your shareholders and refuting their concerns.

When such a significant proportion of unaffiliated shareholders support a proposal, it's incumbent upon the Board to take action. Our request for proxy access is not novel, nor is it unique to Oracle. To date, 70 companies have implemented proxy access. Our request for proxy access is reasonable and in line with best practice. Investors and companies have coalesced around the implementation of proxy access with the three-three ownership requirements called for in our proposal.

We firmly believe that the Board's concerns about proxy access are unfounded. Proxy access does not facilitate the election of special interest directors. Director candidates nominated by shareholders could only be elected upon approval by a majority of shares voted. Concerns that proxy access could lead to significant disruptions are also overblown. To date, we've seen absolutely no evidence that proxy access is something that would be used either often or lightly.

Proxy access is the new governance gold standard. We hope that our Board will continue with its program of increased responsiveness to investors and take steps to implement our proposal. Thank you for your time.

Speaker 1

Gabe, thank you. The Board has been actively engaged in monitoring proxy access developments and discussing variable proxy access standards with our stockholders. To date, we have heard many different views from our stockholders regarding proxy access and we are working to determine what would work best for Oracle. Following the annual meeting, the Board will meet to discuss next steps. The Board will make a deliberate, thoughtful decision based on the best interest of Oracle stockholders.

It has been moved that the stockholder proposal regarding proxy access be approved. Will the Secretary now announce the results of the vote?

Speaker 2

The stockholder proposal was approved by a majority of Oracle's outstanding shares of common stock present and entitled to vote at this meeting.

Speaker 1

So I hereby declare that the stockholder proposal regarding Proxioxxis has been approved. The next item of business is the proposal submitted by PGGM Investments, a stockholder of Oracle and co sponsored by Railways Pension Trustee Company Limited, also a stockholder of Oracle. The proposal requests that the Board of Directors approve an amendment to the company's corporate governance guidelines to include a new Section 15 and to strike certain sentences in Section 3. The new Section 15 would set forth requiring that our independent directors engage with stockholders on matters of stockholder concern. The proposal also requests that the charters of our Board committees be amended to incorporate the Board's policy on engaging with stockholders.

So again, we understand that Maureen O'Brien will represent PGGM at this meeting. So please go ahead. Pursuant to the rules of conduct for the meeting, you will have 5 minutes to present the proposal and move for its adoption.

Speaker 5

Thank you. Representatives from PGGM Investments and Railways Pension Trustee Company Limited, who recently met with 2 Board Directors in late September 2015 here at Oracle's headquarters, were unable to attend the meeting today. Therefore, I will be presenting stockholders' proposal number 8 on their behalf. Shareholders of Oracle Corporation hereby request that the Board of Directors of the company approve an amendment to the company's corporate governance guidelines to include a new Section 15, engagement with shareholders, and to strike the 5th and 6th sentences of the 4th paragraph of Section 3. Shareholders request that such sections set forth a policy requiring that the independent directors of the Board engage with shareholders on matters of shareholder concern and that the policy be substantially implemented before the next annual meeting.

In connection with such amendment, the shareholders request that the charters of the Board Committees, namely the Nominations and Governance Committee, the Compensation Committee, the Finance and Audit Committee and the Independence Committee be amended to incorporate the Board's policy on engaging with shareholders. A model policy that shareholders request the Board consider adopting is available on the websites of the cosponsors to this resolution as set out in the 2015 proxy statement. The current sections of Oracle's corporate governance guidelines, which state, among other things, that management speaks for the company, should be replaced with a robust policy such as the one provided, setting out the process by which Board members engage with shareholders. We believe that the time has come for the Board of Oracle to take ownership of shareholder engagement and reflect the feedback they hear from shareholders in their decision making process. Thank you.

Speaker 1

Okay. Thank you. The Board opposes the adoption of this proposal. The Board is very focused on its fiduciary duty to act in good faith and in the best interest of our company for all our stockholders. To this end, we actually have a very robust stockholder engagement and communications process in place and we continue to take significant actions to address various issues raised by our stockholders.

After our proxy statement was filed, 2 of our independent directors had a very constructive in person meeting with the proponents of this proposal to discuss corporate governance and compensation issues. In addition, since the beginning of 2016 fiscal year in June, independent directors of our Board have met with other stockholders representing approximately 22% of our outstanding unaffiliated shares. Our Board has recently taken significant actions to address issues that have been raised by Oracle stockholders. Specifically, our named executive officers now receive performance stock units as a significant component of their compensation. Performance stock units are only earned if multiple performance criteria are satisfied.

The compensation of our Chairman has decreased in each of the last 4 fiscal years. We reduced the term of the stock options granted to our top 3 executives from 10 years to 5 years to align these awards with our goal of aggressively accelerating growth in cloud based revenue over the next 5 years. We added a new independent Director, Secretary Leon Panetta to our Board. Given our robust engagement and the significant changes we have made, we believe that this proposal is unnecessary. Consequently, the Board does not believe the proposal is in the best interest of Oracle or its stockholders and is recommended against this stockholder proposal.

It's been moved by the stockholder proposal regarding the amendment of the governance guidelines be approved. Will the Secretary now announce the results of the vote?

Speaker 2

This stockholder proposal was defeated by a majority of Oracle's outstanding shares of common stock present and entitled to vote this meeting.

Speaker 1

I hereby declare that the stockholder proposal regarding the amendment of the governance guideline has been defeated. So the next item of business is a proposal by Bruce T. Herbert, the Chief Executive of Investor Voice on behalf of the Equality Network Foundation, a stockholder of Oracle and co sponsored by Walden Asset Management. And As You Sow as a representative of Gabe Block and the Gun To Heart Living Trust, each also stockholders of Oracle. The proposal requests that the Board amend Oracle's governing documents to provide that all matters presented to stockholders for a vote other than the election of directors shall be decided by a simple majority of the shares voted for and against an item.

This policy would apply to all matters unless shareholders have approved higher thresholds or applicable laws or stock exchange regulations dictate otherwise. We understand that Duncan Autry will represent investor voice at this meeting. Is Duncan Autry present? Okay. So pursuant to the rules of conduct for the meeting, you'll have 10 5 minutes to present the proposal and move for its adoption.

Speaker 6

Thank you. Good morning. My name is Duncan Autry, and I stand today on behalf of Investor Voice of Seattle to present Proposal Number 9, which calls for a clear and consistent simple majority voting standard. A number of companies presented with this proposal have already adopted it, including Oracle peers in the S and P 500, Conagra, Smucker's, Cardinal Health and Plum Creek. This request comes at a time when Oracle has stumbled on governance.

Witness: 1, a failing 2014 vote on executive compensation, only 46% in favor 2, a poor disclosure score of 55 out of 100 on the CPA Zicklin Index, which measures political disclosure and accountability and 3, a New York State's book and records lawsuit brought to ensure Oracle's proper use of shareholder money. Turning to this proposal, a simple majority formula includes only for and against votes. It does not include abstain votes, which management counts the same as a vote against. Notable supporters of Simple Majority Standards include the U. S.

Security and Exchange Commission, which, in Staff Legal Bulletin 14, mandates a simple majority of formula to determine resubmission eligibility. Institutional Shareholder Services, ISS, the nation's leading proxy reporting service, states clearly that a simple majority of voting shares should be all that is necessary to effect change regarding a company and its governance provisions. The Council of Institutional Investors and Governance Policy 3.7 plainly states, uninstructed broker votes and abstentions should be counted only for purposes of a quorum. Oracle claims that its voting standards are consistently applied. However, the company uses 2 different vote formulas, counting abstentions in one instance, while excluding them in another, each in a way that uniquely benefits management.

These practices obscure the vote, disadvantages shareholders and run counter to good governance practices called for by the SEC, ISS and the Council of Institutional Investors. Therefore, please vote for proposal number 9. Thank you.

Speaker 1

Okay. Thank you. The Board opposes the adoption of this proposal. We believe our current vote tabulation methodology of including the abstentions on all matters other than the election of directors best reflects and honors the intent of our stockholders who choose to abstain on proposal. If a stockholder elects to abstain on a proposal, we believe that the stockholder recognizes the impact of the vote and expects it to be included in the vote count.

Oracle is a Delaware corporation and our existing voting standards comply fully with the Delaware General Corporation Law. In addition, our voting standards apply identically to both management sponsored and stockholder sponsored proposals. Based on our view of our prior annual meeting results, the counting of abstention determinative of the outcome of any proposal submitted to our stockholders at our Oracle Annual Meeting in the past decade. While we are committed to strong government practices, we do not believe this proposal will enhance our corporate governance in any meaningful way. Consequently, the Board does not believe the proposal is in the best interest of Oracle or its shareholders and has recommended against this stockholder proposal.

It's been moved by the stockholder proposal regarding vote tabulation be approved. Will the Secretary now announce the results of the vote?

Speaker 2

The stockholder proposal was defeated by a majority of Oracle's outstanding shares of common stock present and entitled to vote at this meeting.

Speaker 1

So I hereby declare that the stockholder proposal regarding vote tabulation has been defeated. So the next item of business is the proposal submitted by Boston Common Asset Management LLC, a stockholder of Oracle. The proposal requests that the Board authorize the preparation of report updated annually disclosing the following items. 1, company policy and procedures governing lobbying, both direct and indirect and grassroots lobbying communications. 2, payments by Oracle used for direct or indirect lobbying or grassroots lobbying communication in each case, including the amount of the payment and the recipient.

3, Oracle's membership in payments to any tax exempt organization that writes or endorses model legislation 4, a description of management's and the Board's decision making process and oversight for making such payments. The proposal requests that this report be presented to the audit committee or other relevant oversight committees and posted on Oracle's website. We understand that Carol Malnik will represent Boston Common Asset Management at this meeting. Is Carol Malnik present? Okay.

So pursuant to the rules of conduct for the meeting, you will have 5 minutes to present the proposal and move for its adoption.

Speaker 4

Thank you, Mr. Chairman, Board, shareholders present today. My name is Carol Malnik. I'm a partner at Boston Common Asset Management. We're a global investment manager specializing in responsible and sustainable equities.

We're also a long term shareholder in Oracle Stock. And as shareholders, we encourage transparency and accountability in our company's use of corporate funds to influence legislation and regulation. Oracle does not currently disclose its memberships in or payments to trade associations or the portion of such amounts used for lobbying. Oracle also does not disclose membership or contributions to tax exempt organizations that write and endorse model legislation, such as the American Legislative Exchange Council or ALEC. Oracle is listed as a member of the Business Roundtable, which spent more than $27,000,000 on lobbying for in 2013 2014, and Oracle itself spent close to $14,000,000 in 2013 2014 on federal lobbying.

These figures do not include lobbying expenditures to influence legislation in states where Oracle also lobbies, but disclosure is uneven or absent. At present, Oracle lags its peers, which disclose some or all trade association information, and those peers include companies like Accenture, Amazon, Apple, Cisco Systems, eBay, Google, HP, IBM and Texas Instruments. In particular, companies such as EMC, Intel, Microsoft and Qualcomm disclose all trade association payments and all payments used for lobbying. We would like to see Oracle added to that list of leaders. Corporate Board opinion and the regulatory environment related to political and lobbying disclosure is rapidly evolving.

And although some companies disclose corporate political spending voluntarily, a majority or almost 53% of public company board members believe that the SEC needs to develop mandatory disclosure rules for corporate political contributions. As investors, we need a uniform standard of disclosure to assess the risks and opportunities of corporate political spending. A rulemaking petition at the SEC to require disclosure of corporate political spending has received a record level of support. Over 1,200,000 comment letters have been submitted, a vast majority in support of a comprehensive disclosure. Unfortunately, the SEC has yet to act.

So for these reasons, we call on Oracle to adopt a comprehensive approach to lobbying disclosure and adopt the best practices that your peers have currently taken on? Thank you. Thank you.

Speaker 1

The Board opposes the adoption of this proposal. We believe it is our responsibility to communicate our support for laws and policies that are in the best interest of our company and our stockholders. Contrary to the proponents claim that lobbying exposes us to risks, we believe that failing to participate in the policy making process would represent a far greater risk to our stockholders' interest. We are committed to high ethical standards and we have practices in place to ensure that our lobbying and political activities are subject to appropriate oversight. In addition, we believe this proposal is unnecessary because we already make extensive disclosures regarding our lobbying and political activities as required by law, and we voluntarily disclose additional information regarding our political contributions.

Our voluntary 2014 political contributions report is available on our Investor Relations website. This proposal seeks to impose requirements on us that we believe would be cumbersome and not required by law and are not standard amongst most companies. We believe that generating the report requested by this proposal would be a misuse of company resources. Consequently, the Board does not believe the proposal is in the best interest of Oracle or its stock Secretary announce the results of this vote? The stockholder proposal approved, will the Secretary announce the results of this vote?

Speaker 2

This stockholder proposal was defeated by a majority of Oracle's outstanding shares of common stock present and entitled to vote at this meeting.

Speaker 1

I hereby declare that the stockholder proposal regarding a lobbying report has been defeated. So this concludes the formal part of the Annual Meeting. Is there a motion that this meeting be adjourned?

Speaker 3

I move that the meeting be adjourned.

Speaker 1

Is there a second?

Speaker 4

I second the motion. It's been moved

Speaker 1

and seconded that the meeting be adjourned. Is there any opposition to that motion? The formal part of the meeting is adjourned and the polls are now closed. So now I'll give a brief business overview of Oracle. Before moving on, the Secretary will read our Safe Harbor statement.

Speaker 2

Today's discussion may include expectations, predictions, estimates or other information that might be considered forward looking. While these forward looking statements represent our current judgment on what the future holds, they're subject to risks and uncertainties that could cause actual results to differ materially. You're cautioned not to place undue reliance on these forward looking statements, which reflect our opinions only as of the date of this presentation. Please keep in mind that we are not obligating ourselves to revise or publicly release the results of any revisions of these forward looking statements in light of new information or future events. Throughout today's discussion, we'll attempt to present some important factors relating to our business that may affect our predictions, and you should also review our most recent Form 10 ks and Form 10 Q for a complete discussion of these factors and other risks that may affect our future results or the market price of our stock.

A PDF copy of our related earnings press releases and financial tables, which include a GAAP to non GAAP reconciliation, can be viewed and downloaded on the Oracle Investor Relations website atwww.oracle.com/investor.

Speaker 1

Okay. So let me click through some quick slides and then we'll turn to the Q and A. So again, we've covered the Safe Harbor and the non GAAP financial measures. So again, this is just a quick profile of Oracle. Again, there's a lot of bullet points here, but we continue to grow in size and scale and become a large company over the years.

So these are some of the metrics that people kind of use to measure us. But I think we're particularly proud. And the reason why I think we are a bigger, better company is because of the innovation. We have many, many software products, hardware products. And the key in our industry, certainly in our company is innovation.

And we have number one leadership in many, many products, and we're very proud of that. If you talk about our strategy, this really hasn't changed a lot over the years in terms of we have believed that it's really important to have great products at every layer we call the stack. So we have we're in a variety of different technology areas in hardware storage and servers, virtual machines, operating systems, certainly the database still our largest business, our original business, middleware applications. And as the industry moves more and more to cloud, it's important that we offer similar kind of offerings in public and private clouds. So again, I mentioned number 1, this is just a list.

We're obviously well known for our relational database, but we have many other areas where we have number 1 market share position and many others where we may not be number 1, but we're number 2 in gaining share. Certainly, the big focus in our industry and at Oracle for a number of years is about moving to the public cloud. This is a trend that's going on throughout the industry and going on with our customers. And the reason why the public cloud has been successful and interesting to customers and will continue to be, we believe, is because it offers a combination of lower cost and ability to get up and running quicker. It's less complicated.

It's more reliable. It's more secure. It's simple and you can innovate faster. Otherwise, there's not a lot of reasons to go to the cloud. So there's a lot of very compelling reasons that customers recognize.

And the larger they are, the more longer it takes to kind of go through all this conversion with their systems. But we're certainly well into this movement in the industry and certainly in our company. We started more than 10 years ago getting ready for this with rewriting our various applications. And it has been a long journey, but we think we're well equipped to deal with this new world of a cloud. And we're doing both.

We're still very our largest part of our business is still on premise. But we think more and more our customers will go to sort of a hybrid model where they do things both on premise and in our public cloud or private cloud to basically be more nimble, to lower their costs, to be more innovative and so forth. So I guess our message is we have spent 1,000,000,000 of dollars in the last number of years kind of preparing for this and then in the last few years actually offering products in the market and so forth. And we're very happy with our progress today and expect to continue to grow in the cloud at very high rates. We have a very complete offering.

We think we have the most complete offering of anyone because we are in the SaaS business, as we said. We're in the software as a service competing in ERP, customer experience, a variety of different things. We're in the platform as a service business with all of our middleware and database offered in a public or private cloud. And then we're in the infrastructure business offering basic compute and storage. And then we acquired a couple of companies, so we're now actually in the data as a service business.

So we compete at each of these layers with different competitors. So we have very lots of good cloud competitors, but there is no one that across the board does the degree of cloud offerings that Oracle does today. This is a snapshot of last fiscal year, which ended in May, our performance. And this points out that our cloud and SaaS revenue business is growing quite rapidly. And I think we've disclosed our bookings level even at a higher rate.

So typically, there's a lag and when you start to recognize revenue and it tends to accumulate. So we did well last year and expect our revenue growth rates to continue as our booking rates have grown at even higher rates than this. Our software and cloud business grew at 5%, our hardware grew at 1%. So our total revenue grew at 4% and our operating margins grew at 1%. We continue to enjoy very high margins.

Last year, we made a substantial investment in really operationalizing our cloud, opening a number of data centers, doing a lot of forward spending. That affected our margins in the short run, but we are very confident that it was necessary to make those investments to prepare for the more rapid adoption of cloud and growth in that part of our business. This is the geographic revenue distribution for Oracle. So more than half of our business is in the Americas, North and South America, 30% is in EMEA and 15% is in Asia Pacific. So we've long been a very global business no matter what our product areas are.

If you look at the revenue by different categories, you see that software continues to be the majority of our business. The acquisition of Sun a few years ago and a couple of other smaller acquisitions, We certainly have a meaningful hardware business and being in the hardware business is really important for the future because we use our hardware, we sell it to customers, but we also use it to run our cloud. And then our services is 9% of revenue. Okay, sorry, I'm going to go can I go back there? I think so.

All right. So one further breakdown of the software is that the cloud so far is a relatively modest percentage, but we believe that and we've said this in recent quarterly calls that we continue to believe that based on rapid bookings and growth in revenue, the cloud will become a bigger and bigger part of our total software offering. So this is sort of a historical look over the last 5 years or so, and it shows that the cloud is continuing to show much higher growth in our on premise, but our on premise business is growing. It's not going away, but clearly, we believe the highest growth opportunity and why that previous pie chart will change is that the cloud should continue to grow faster as there's more widespread adoption, as we offer more products in the cloud. So I haven't we have no reason to believe that blue portion will continue to be a bigger and bigger portion of the total pie chart or in this case those bars.

And so again, this just breaks down the 2 pieces, which is SaaS PaaS, which is the biggest part of our offering and then the infrastructure as a service. So another way that we talk about the company and have told people for years is that it is a bit it's an annuity business. So when we sell licenses historically, there was a recurring support revenue that keeps accumulating with our as our installed base grows. And the same thing is true of the cloud. It's a you forgo some revenue at the start.

We don't book a license revenue sale at the start. You amortize that along with other parts of the service, but it is much like our traditional maintenance support business that tends to be a recurring kind of business that builds as our base builds. And we believe that gives stability to the company and allows us to have a more predictable revenue and profit model and gives us a lot of stability to make continue to invest 1,000,000,000 of dollars a year in R and D and innovation. This is a chart showing the last several years of the amount of capital that we're allocating back to buybacks as well as dividends. And you can see we've been paying out more money in buybacks and dividends significantly higher in the last 3 years than the previous 3.

So we certainly primarily want to grow and primarily use money to make a lot of investment in R and D. We continue to make acquisitions, but we have a lot of cash flow. And so we also feel it's important to both buy back shares and pay dividends. So these are again some balance sheet measures, but we continue to have a strong balance sheet, strong return on equity, a lot of cash, offsetting the debt. And so the company is very healthy from a profitability standpoint, very healthy from a balance sheet standpoint.

So I'll leave it with this and we'll at this point, we're at the point now where we're going to take general questions and have some discussion. Anyone to address anyone who wishes to address the meeting should raise their hand or stand up and raise your hand. Please state your name and indicate whether you're a stockholder or a proxy for a stockholder and proceed with your question. Please limit your questions or comments to 2 minutes. Ellison.

Okay. Thank you very much. Thanks, Jeff. Questions?

Speaker 6

I can.

Speaker 5

Can we get the vote totals for the proposals? Dorian?

Speaker 2

Yes, you can, after the meeting.

Speaker 5

So I can

Speaker 2

I don't have them right now?

Speaker 5

Okay. But I can talk to somebody after to get them? Thank you.

Speaker 1

If there are no questions, well, I'm happy to adjourn the meeting. Okay, let's adjourn the meeting. Thank you very much.

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