Okay.
Everybody's seated. All right. So good morning, ladies and gentlemen. I'm Jeff Henling, Vice Chairman of the Board of Directors and it's my pleasure to welcome you. In accordance with the notice of the meeting, I call to order the 42nd Annual Meeting of the Stock holders of Oracle 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, there will be an opportunity for questions and discussion. Before proceeding to the business of the meeting, I'd like to introduce myself and the other directors who are standing for election. As mentioned, my name is Jeff Henley.
I've been the Director since 1995 and Vice Chairman since 2014. Prior to that, I served as Chairman. I was also previously Oracle's Chief Financial Officer from 1991 to 2004. Larry Ellison was appointed Chairman of the Board and Chief Technology Officer in 2014. Previously, Mr.
Olson was our CEO and has been a director since he founded Oracle in 1977. Saffra Katz has been a director since 2000 and reported appointed CEO of Oracle in 2014. Prior to that, Ms. Katz served as President and Chief Financial Officer. Doctor.
Michael Boskin has been a Director since 1994. Doctor. Boskin is the Tully M. Friedman Professor of Economics and the Wolford Family Hooper Institution Senior Fellow at Stanford University. Jeff Berg has been a Director since 1997.
He is Chairman of Northside Services, a Media and Entertainment Advisory Firm. Mr. Berg was formerly Chairman and CEO of International Creative Management. Naomi Seligman has been a Director since 2005. She is a senior partner for Osterker von Simsen, a technology research firm that shares the CIO Strategy Exchange.
George Konradis has been a Director since 2,008. He is a Senior Advisor to Akamai Technology and previously served as Akamai's Chairman and CEO. Bruce Chisholm has been Director since 2008. He's an independent consultant and serves as Senior Advisor to Perma Ra Advisors and as a venture partner at Voyager Capital. He previously served as CEO of Adobe Systems.
Secretary Leon Panetta has been a Director since 2015. Secretary Panetta previously served as the U. S. Secretary of Defense and as Director of the Central Intelligence Agency. He is the Co Founder and Chairman of the Panneta Institute For Public Policy.
Renee James has been Director since 2015. She is Chairman and CEO of Ampere Computing, a producer of data center server processors and is an operating executive at the Carlyle Group. Previously, she served as President of Intel Corporation. Rick Moorman has been Director since 2018. He is currently a Senior Advisor to Amtrak, previously served as Amtrak's President and CEO.
He also previously served as Chairman and CEO of Norfolk Southern Corporation. Bill Perrott has been a Director since 2018. He previously served as CEO of Delight Touche Tomatsu. Rona Fairhead joined the Board in 2019. She previously served as Minister of State for Trade and Export Promotion in the Department of International Trade in the United Kingdom and prior to that she served as Chair of the British Broadcasting Corporation Trust.
I would also like to mention some directors who are not here today. As many of you know, our CEO and Director, Mark Hurd passed away in October. Mark was part of our Board for nearly a decade and we're profoundly saddened by his loss. We also recently announced that our Director, Hector Garcina Molina decided to withdraw as the nominee for election for personal reasons. Hector served as the Director of Oracle for 18 years.
We'd like to express our deep gratitude for both Hector's and Mark's many years of service to Oracle. Seated next to me is Brian Higgins, Oracle's Vice President, Associate General Counsel and Corporate Secretary. Also present today are Kevin Asher and Andrew Kavan of Ernst and Young LLP, our independent registered public accounting firm. They would be glad to respond to any questions during the question and answer period. Finally, we are assisted today by Chris Hall, a representative of American Stock Transfer and Trust Company LLC, our Inspector of Elections in the tabulation of the 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 to the formal portion of the meeting. Brian Higgins will report on the mailing of the notice
of the meeting. Thanks, Jeff. This meeting is held pursuant to a notice dated September 27, 2019. On or about September 27, each stockholder of record as of the close of business on September 20 was sent either a notification of Internet availability of proxy materials or the notice itself. All documents concerning notice of the meeting will 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.
Okay. Brian will now advise whether a quorum is present at the meeting and canvas 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.
On the record date, there were 3,282,000,517,157 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. The polls are now open. If you have not voted yet or if you previously voted but want to change your vote, please raise your hand and one of the monitors standing in the aisle will assist you. The polls will close at the conclusion of the formal portion of the meeting, so please hand in your ballot or proxy prior to the end of the formal portion of the meeting.
Thank you. I declare a quorum as present at the meeting. On behalf of Oracle's Board, I would like to express my appreciation to all stockholders who returned to proxies or submitted ballots. So there are 5 items of business on the agenda for this year's meeting, 3 management proposals and 2 stockholder proposals. All voting results announced today are preliminary.
Final vote totals for each of the proposals voted upon today will be made publicly available within the next few days. We will start with the management proposals. The first matter of business is the election of 13 directors to serve until the next annual meeting of stockholders. The nominees recommended by the Board of Directors are Larry Ellison, Jeff Henley, Safra Katz, Michael Boskin, Jeff Berg, Naomi Seligman, George Conratis, Bruce Chisholm, Leon Panetta, Renee James, Rick Mormon, Bill Parrott and Rona Fairhead. Additional information about each of the nominees can be found on pages 7 through 11 of Oracle's proxy statement.
Will the secretary announce the results of
the vote? Each nominee for election to the Board of Directors has received the affirmative vote of a majority of Oracle's outstanding shares of common stock present and entitled to vote at this meeting.
So I declare that all the nominees for director have been duly elected. The next item of 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 commonly referred to as say on pay vote. Will the secretary please indicate the results of the vote? 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.
Thank you. So the say on pay proposal has been approved. The next matter is the ratification of the appointment of Ernst and Young LLP as Oracle's independent registered public accounting firm by the Finance and Audit Committee of the Board of Directors. The Board of Directors recommends the ratification of the appointment of Ernst and Young as our independent registered public accounting firm for fiscal year 2020. Will the secretary announce the results of the vote?
This proposal also received the affirmative vote
of a majority of Oracle's outstanding shares of common stock present and entitled to vote at this meeting.
The appointment of Ernst and Young as Oracle's independent registered public accounting firm for fiscal year 2020 has been ratified. The next item of business is the proposal submitted by PAX World Mutual Funds, a stockholder of Oracle. The proposal which appears on page 60 of Oracle's proxy statement request that the company provide a report disclosing certain information regarding pay equity. We understand that Emily Lee will represent PACS World Mutual Funds at this meeting. Is Emily Lee present?
Okay. So pursuant to the rules of conduct for the meeting, you will have up to 5 minutes to present the proposal.
Thank you. None of Oracle's public reporting currently addresses gender pay equity for U. S. Employees. This issue is particularly relevant to Oracle in light of ongoing US government and employee lawsuits alleging pay discrimination at the company.
The Department of Labor has alleged that the company's practices have cost Oracle employees more than $400,000,000 in lost wages. Pay inequality and advancement opportunities for women are well known concerns in the technology industry. A recent study by Glass Door found an unexplained statistically significant gender pay gap for women in the information technology industry of 5.4%, higher than the U. S. Average of 4.9%.
Mercer reports that women continue to be significantly underrepresented in the technology sector and their representation falls as they move through the leadership pipeline. Oracle's workforce composition reflects this as women comprise 30% of the company's employees, but just 24% of its leadership, figures that are virtually unchanged since 2016. In an industry where innovation and better problem solving, both of which have been correlated with gender diversity are critical drivers of business success. Oracle can and should be doing more to close the gender pay gap in its workforce. Publicly committing to and ensuring equal pay for equal work can help address this gap.
Research has found that active management of pay equity is a crucial driver of gender diversity in organizations and that employee satisfaction goes up and intent to leave goes down when there's more transparency around pay practices. Oracle's failure to comprehensively address pay equity issues and its longstanding unresponsiveness to investor and employee concerns may place the company at a competitive disadvantage when it comes to talent recruitment, retention and employee productivity. A number of companies have published information about their gender pay equity practices and have committed to closing any disparities, including significant technology peers, Amazon, Cisco Systems, Adobe, Intel, Microsoft and SAP among others. In fact, of the 11 competitors listed in Oracle's recent annual report, 9 have already published the results of pay analyses and outlined the processes in place to support pay equality. For these reasons, there is a compelling case for enhanced pay equity reporting and oversight at Oracle.
Adopting a more proactive and transparent approach would assure investors that Oracle is actively managing this issue as a part of its overall diversity inclusion strategy, positioning the company to achieve greater diversity and reduce regulatory and reputational risks. Thank you.
Okay. Thank you. The Board opposes this proposal for the reasons described in the proxy statement. Will the Secretary announce the results of the vote? This proposal was defeated by
a majority of Oracle's outstanding shares of common stock present and entitled to vote at this meeting.
I declare that the stockholder proposal regarding a pay equity report has been defeated. So the next item of business is the proposal submitted by Kenneth Steinberg, a stockholder of Oracle. The proposal which appears on Page 62 of Oracle's proxy statement requests that the Board adopt a policy requiring the board chair to be an independent member of the board. We understand that Jing Zhao will represent Kenneth Steiner at this meeting and I see that you're present. So pursuant to the rules of conduct for the meeting, you will have up to 5 minutes to present the
proposal. Good morning. My name is Jing Zhang and I represent Kenneth Stinner. Proposal number 5, shareholders request our Board of Directors to amend our governing document to require that the Chairman of the Board be an independent member of the Board whenever possible. If the Board determines that a Chairman who was independent when selected is no longer independent, the Board shall select a new Chairman who satisfies the requirements of the policy within a reasonable amount of time.
Compliance with this policy is waived if in the unlikely event no independent director is available and willing to serve as Chairman. It is important to have an independent Board Chairman because the Oracle CEO was at the top of the list of the 100 hired paid CEOs. Mr. Kees made $108,000,000 in 1 year more than 1,000 times greater than the average worker's salary. Meanwhile, it has taken 5 years for Aerocore stock to occur from 44 to 56.
Ironically, management previously claimed that it already had the independent leadership called for in this proposal. A record $108,000,000 paycheck does not sound like independent leadership. And Oracle shareholders objected to Oracle Executive Pay. The 2018 say on Executive Pay vote was almost underwater with only 53% vote with many companies obtaining a 95% vote. George Konez was our Lead Director and was rejected by 39% of shares a year ago.
Mr. Konets also chaired the executive pay committee responsible for the record $108,000,000 paycheck. Naomi Seligman was rejected by 38% of shares. Leon Panetta was rejected by 31% of shares. Jeffery Berg and Bruce Chizen were rejected by 23 of shares.
Plus 2 Oracle Directors each had from 18 to 42 years long term long tenure. Long tenure can impair the independence of a director no matter how well qualified. Independence is a price attribute being a director. This proposal topic won 44% support at the previous Oracle Annual Meeting. This 44% support represented the majority support from non insider Oracle shares.
So please vote yes. Independent Board Chairman. Thank you very much. Okay. Thank you.
The Board opposes this proposal for the reasons described in the proxy statement. Will the secretary announce the results of the vote? This proposal was defeated by
a majority of Oracle's outstanding shares of common stock present and entitled to vote at this meeting.
So I declare that this stockholder proposal regarding an independent Board Chair has been defeated. So this concludes the formal part of the meeting, which is now adjourned. The polls are now closed. We are now at the part of the meeting providing for general questions and discussion. Anyone wishing to address the meeting should rise or raise your hand for recognition.
Please state your name and indicate whether you are a stockholder or a proxy for a stockholder and proceed with your question. Each person will be limited to one question or comment. Please limit any questions or comments to 2 minutes. We will answer as many questions as possible until we run out of time. Please note that our answers to stockholder questions 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 the risks and uncertainties that could cause actual results to differ materially. You should review our most current Form 10 ks and Form 10 Q for a discussion of risks that may affect our future results or the market price of our stock. You are cautioned not to place undue reliance on forward looking statements, which reflect our opinions only as of today. Please keep in mind that we're not obligating ourselves to update these forward looking statements in light of new information or future events. So I will now turn the mic over to our Chairman and Chief Technology Officer, Larry Ellison.
Yes.
My name is Jane Garcia and I'm from the Comeback City of Detroit. And it is coming back. I just want all everybody to know, so maybe you should come and visit us. I'm here representing myself and obviously all the people that are investing in stock and make sure that we give our compliments to where it belongs. The high school across the street is magnificent.
I guess they're your future employees and I'm hoping that other companies would do the same. Diversity is very important. I'm hoping that you look at your representation and look continue to look at diversity not only on the Board of Directors, but also throughout your employees. I think that's a very important issue. And I think that that's what I'm here for to mostly talk about is that this is my first meeting.
I go to a lot of meetings, but this is my first. I have to come real early when you come from Detroit. But I just wanted you all to make sure that you understood. I appreciate not only my stockholders that are here, my fellow stockholders, but all of you who give back to our community. It is very important, all of you that serve and have served and do a great job representing and obviously Orca has grown a lot under your leadership and I as one want to make sure that you all know how much we appreciate it.
I will continue to communicate because I do follow-up with that. I sit on a lot of boards, including National SARE, which has been part of, if you remember, Mr. Secretary, all the way back 45 years. So I think it's very important that you all know that. And I wanted to make sure personally to come here today.
Thank you. I think that's it. That was a great statement, and we appreciate it very much. It's a great way to begin and end our question and answers. Thank you all very much for coming.