Photograph by Justin Sullivan—Getty Images
By Paul Hodgson
October 10, 2014

A group of major investors has sounded the alarm bells on Oracle. Their message: the tech giant must make serious changes to its board and pay practices, or things will get very ugly very fast.

In a letter to Oracle (ORCL) shareholders, these investors argued that there was “insufficient board accountability” and “poorly designed compensation programs,” both of which “create significant risks for shareholders.”

Oracle’s board could hardly be described as independent. Including former CEO and current CTO Larry Ellison, there are three executives on the 11-person board. The former chairman, Jeffrey Henley, who is now vice chairman after the company’s recent management changes, is a former executive at the firm. In addition, six directors have been on the board for more than 10 years, a tenure that makes independence very unlikely.

So, what do these investors intend to do about the quality of Oracle’s board?

The Nathan Cummings Foundation, Dutch pension manager PGGM Investments, U.K. pension fund RPMI Railpen Investments, California State Teachers’ Retirement System (CalSTRS), and the UAW Retiree Medical Benefits Trust filed a “proxy access” resolution to be voted on at the company’s November 5 annual meeting. As a group, these shareholders own well over 10 million shares worth more than $385 million as of today’s prices.

Proxy access allows shareholders to nominate their own directors. According to the proposal, only shareholders who have owned 3% of the company’s stock for three years will be allowed to nominate directors.

While the resolution is not binding, if it receives majority support, the shareholder group hopes that Oracle will implement it. Until earlier this year, Oracle ignored shareholder dissatisfaction over its executive pay practices. If it follows the same path with proxy access, it’s fair to expect shareholders to up the ante. For some of the co-sponsors of the resolution, this effort is the culmination of four years of attempts to engage the board about its shortcomings, and patience is growing thin.

The resolution has a very good chance of passing. Most of these shareholders voted against the whole board last year, many of whom would not have received majority support had not Ellison voted his 25% block in favor of them. There is every indication that, without some kind of response from the company that appropriately addresses the group’s concerns, they will vote against the directors again.

Oracle lost its Say on Pay vote—when shareholders get to vote on the executives’ compensation packages—twice in the last two years. While the company has made changes to its pay practices, Deborah Gilshan, corporate governance counsel at Railpen, characterized these as going from “very, very poor to very poor.” “This has gone way beyond compensation and is an indicator of a deeper malaise on the board,” she said.

Catherine Jackson, senior adviser at PGGM, said that if the company failed to respond to majority shareholder demands, there was a very real prospect that the fund would divest itself of its Oracle investments. “After years of putting resources and time and effort into engagement, if the company still fails to listen, it is ridiculous to carry on owning the stock,” she said.

With such a diverse group of shareholders working together—especially given the size of their combined investments—it seems difficult to believe that Oracle will ignore their requests for a meeting, except that Oracle’s intransigence is well-known in the industry. “There is still time before the annual meeting for the company to respond,” said Jackson, indicating that it is up to Oracle now to avoid a confrontation in public with its shareholders. Added Gilshan: ““There are four weeks until the 2014 annual meeting and the ball is in the Board’s court.”

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