U.S. Securities and Exchange Commission
Washington, DC 20549
NOTICE OF EXEMPT SOLICITATION
1. Name of the Registrant:
ORACLE CORPORATION
___________________________________________________________________________
2. Name of the person relying on exemption:
CTW INVESTMENT GROUP
___________________________________________________________________________
3. Address of the person relying on exemption:
1900 L STREET, NW, SUITE 900 WASHINGTON, DC 20036
___________________________________________________________________________
4. Written materials. Attach written materials required to be submitted
pursuant to Rule 14a6(g)(1):
CTW INVESTMENT GROUP
Please Vote "No" on Say on Pay proposal at Oracle Corporation's (NYSE:ORCL)
Annual Meeting on October 31
Dear Oracle Shareholder,
We urge you to vote No on the Advisory Vote To Approve Executive Compensation
("Say on Pay"), and to Withhold support for the re-election of the three
directors serving on the Oracle board's Compensation Committee: Bruce R.
Chizen, George H. Conrades, and Naomi O. Seligman at the Oracle Corporation
annual meeting on October 31, 2013. Despite the majority vote opposing the
board's compensation plan at last year's annual meeting, following the strong
level of opposition registered at the 2011 meeting, Oracle's board and
Compensation Committee insist that "significant changes to our executive
compensation program [are] not warranted." We disagree, for the following
reasons:
* Oracle CEO Lawrence J. Ellison's compensation, as well as that of the other
named executive officers, far outstrips that of its self-identified peers,
even though Oracle's total shareholder returns for the past 5, 3, and 1
year periods are below the mean and median for this peer group. (see
Figure 1, 2, and 3 on reverse). While the company insists that Ellison's
high pay is justified by his founder-CEO status, we note the stark
contrast to other technology founder-CEOs, including Jeffrey Bezos,
Lawrence Page, and the late Steve Jobs, who have received only minimal
cash or stock-based compensation for many years.
* The size of Oracle's stock option grants to Ellison are not tied to any
performance measure, vest automatically without reference to performance,
and payout on exercise without any adjustment for overall market or
industry benchmarks.
* Oracle's top-heavy distribution of pay, and particularly with a much larger
share of options going to its named executive officers that its peers,
indicates that the board and Compensation Committee need to take a broader
view of human capital management (see Figure 4, reverse).
* Oracle continues to provide personal security for Mr. Ellison at a cost of
$1.5 million a year, and Mr. Ellison has again increased the number of
shares pledged to cover personal indebtedness, to 215 million shares from
139 million in 2012 and 40 million in 2011.
* After 43.5% of non-insider shareholders rejected its Say on Pay resolution
in 2011, the Compensation Committee did not alter Oracle's compensation
program. In 2012, 86% of non-insider shareholders rejected Oracle's Say
on Pay resolution, a majority of non-insider shareholders withheld support
from Compensation Committee Chairman Chizen, and roughly 49% of non-insider
shareholders withheld from directors Conrades and Seligman. Nonetheless,
the board and Compensation Committee again declined to make "significant
changes" to its compensation program (see Figure 5, reverse).
Given the unwillingness of the board and the Compensation Committee to make
significant changes to its executive compensation practices despite the clear
signs of shareholder disapproval at each of the past two annual meetings,
shareholders have no option but to oppose the re-election of Compensation
Committee directors.
The CtW Investment Group works with union sponsored pension funds to enhance
long-term shareholder returns through active ownership. These funds have $250
billion in assets under management and are substantial Oracle shareholders.
Sincerely,
/s/
Dieter Waizenegger
Executive Director
1900 L Street, NW Suite 900 Washington, DC 20036
202-721-6060
www.ctwinvestmentgroup.com
[THE FOLLOWING IS A TEXT VERSION OF FIVE GRAPHS.]
Figure 1: CEO (OR TOP NAMED EXECUTIVE OFFICER)
TOTAL COMPENSATION
2008 2009 2010 2011 2012 2013
Oracle $84,598,700 $84,501,759 $70,143,075 $77,559,820 $96,160,696 $78,440,657
Peer $21,331,859 $19,420,815 $21,853,529 $42,658,106 $29,167,259 $37,795,690
Group
Mean
Peer $15,576,355 $13,996,589 $15,652,500 $16,104,847 $17,675,554 $17,473,207
Group
Median
Figure 2: NAMED EXECUTIVE OFFICERS TOTAL COMPENSATION
2008 2009 2010 2011 2012 2013
Oracle
$165,361,304 $190,232,806 $182,911,077 $282,932,050 $252,979,118 $213,031,987
Peer Group Mean
$ 50,102,637 $ 42,991,201 $ 53,665,850 $ 81,548,369 $ 78,881,424 $ 64,472,206
Peer Group Median
$ 50,473,457 $ 41,716,672 $ 40,398,121 $ 53,682,600 $ 63,625,937 $ 64,472,206
Figure 3: TOTAL SHAREHOLDER RETURN
1 Year 2 Year 5 Year
Oracle 5.7% 8.7% 12.4%
Peer Group 12.8% 14.6% 12.5%
Mean
Peer Group 10.7% 16.4% 12.7%
Median
Figure 4: OPTIONS GOING TO NEOs VS. TOTAL GRANT
2013/12 2012/11 2011/10
Oracle 19.1% 20.5% 29.8%
Peer Group 7.7% 5.95 5.0%
Average
Peer Group 7.5% 5.5% 4.3%
Median
Figure 5: OPPOSITION VOTES CAST AS % OF NON-INSIDER VOTES
2011 2012
Chizen 12.4% 56.2%
Conrades 14.0% 49.3%
Seligman 14.1% 45.0%
Say on Pay 47.6% 86.0%