• Home
  • Latest
  • Fortune 500
  • Finance
  • Tech
  • Leadership
  • Lifestyle
  • Rankings
  • Multimedia

Trendingnow

1

Mark Cuban says he has the solution to growing income inequality, and it's to reward every employee—from CEO to janitor—with company stock

2

‘I want to die broke’: Billionaire philanthropist Denny Sanford dies after giving away $4 billion

3

'Dr. Doom' Nouriel Roubini says we're headed for universal basic income or 'some form of socialism' as AI revolutionizes work—He calls that optimistic

1

Mark Cuban says he has the solution to growing income inequality, and it's to reward every employee—from CEO to janitor—with company stock

2

‘I want to die broke’: Billionaire philanthropist Denny Sanford dies after giving away $4 billion

3

'Dr. Doom' Nouriel Roubini says we're headed for universal basic income or 'some form of socialism' as AI revolutionizes work—He calls that optimistic
LeadershipOracle

Oracle: The latest target of shareholder ire

By
Paul Hodgson
Paul Hodgson
Down Arrow Button Icon
By
Paul Hodgson
Paul Hodgson
Down Arrow Button Icon
October 10, 2014, 12:02 PM ET
Oracle Reports Quarterly Earnings
REDWOOD SHORES, CA - MARCH 20: The Oracle logo is displayed at Oracle headquarters on March 20, 2012 in Redwood Shores, California. Oracle will report third quarter earnings today after the closing bell. (Photo by Justin Sullivan/Getty Images)Photograph by Justin Sullivan—Getty Images
Add Fortune on Google for similar content.

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.”

About the Author
By Paul Hodgson
See full bioRight Arrow Button Icon
Add Fortune on Google for similar content.

Latest in Leadership

Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025

Most Popular

Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Fortune Secondary Logo
Rankings
  • 100 Best Companies
  • Fortune 500
  • Global 500
  • Fortune 500 Europe
  • Most Powerful Women
  • World's Most Admired Companies
  • See All Rankings
  • Lists Calendar
Sections
  • Finance
  • Fortune Crypto
  • Features
  • Leadership
  • Health
  • Commentary
  • Success
  • Retail
  • Mpw
  • Tech
  • Lifestyle
  • CEO Initiative
  • Asia
  • Politics
  • Conferences
  • Europe
  • Newsletters
  • Personal Finance
  • Environment
  • Magazine
  • Education
Customer Support
  • Frequently Asked Questions
  • Customer Service Portal
  • Privacy Policy
  • Terms Of Use
  • Single Issues For Purchase
  • International Print
Commercial Services
  • Advertising
  • Fortune Brand Studio
  • Fortune Analytics
  • Fortune Conferences
  • Business Development
  • Group Subscriptions
About Us
  • About Us
  • Press Center
  • Work At Fortune
  • Terms And Conditions
  • Site Map
  • About Us
  • Press Center
  • Work At Fortune
  • Terms And Conditions
  • Site Map
  • Facebook icon
  • Twitter icon
  • LinkedIn icon
  • Instagram icon
  • TikTok icon
  • YouTube icon

Latest in Leadership

math
AIScience
Mathematicians grapple with a ‘very rapid and very unsettling change’ as AI cracks yet another century-old problem
By Eva RoytburgJuly 21, 2026
16 minutes ago
Welder on a navy boat
SuccessCareers
Jamie Dimon says six-figure shipyard jobs are the new ‘American Dream’—but candidates will need to endure hours of extreme heat, cold, and rain
By Preston ForeJuly 21, 2026
1 hour ago
Knicks star Jalen Brunson
SuccessPersonal Finance
Despite a $156 million contract, Knicks star Jalen Brunson still calls his parents for financial advice any time he makes a big purchase
By Emma BurleighJuly 21, 2026
1 hour ago
wilt
Arts & EntertainmentAuction
Gen Z entrepreneur found a Wilt Chamberlain Lakers warm-up for $3.07 outside Portland — it was a $90,000 genuine article
By Claire Rush and The Associated PressJuly 21, 2026
4 hours ago
cpk
SuccessBook Excerpt
The California Pizza Kitchen story: how two lawyers quit the courtroom to reinvent restaurants
By Rick RosenfieldJuly 21, 2026
5 hours ago
k
Commentarypower
What I keep hearing from Fortune 500 CEOs: ‘We have no idea what we’re actually paying for power’
By Kiran BhatrajuJuly 21, 2026
5 hours ago

Most Popular

Mark Cuban says he has the solution to growing income inequality, and it's to reward every employee—from CEO to janitor—with company stock
Success
Mark Cuban says he has the solution to growing income inequality, and it's to reward every employee—from CEO to janitor—with company stock
By Sasha RogelbergJuly 20, 2026
23 hours ago
‘I want to die broke’: Billionaire philanthropist Denny Sanford dies after giving away $4 billion
Success
‘I want to die broke’: Billionaire philanthropist Denny Sanford dies after giving away $4 billion
By Sydney LakeJuly 20, 2026
1 day ago
'Dr. Doom' Nouriel Roubini says we're headed for universal basic income or 'some form of socialism' as AI revolutionizes work—He calls that optimistic
AI
'Dr. Doom' Nouriel Roubini says we're headed for universal basic income or 'some form of socialism' as AI revolutionizes work—He calls that optimistic
By Jason MaJuly 18, 2026
3 days ago
Current price of silver as of Monday, July 20, 2026
Personal Finance
Current price of silver as of Monday, July 20, 2026
By Joseph HostetlerJuly 20, 2026
1 day ago
It’s not just Taco Bell lettuce and possible glass in Pillsbury rolls: Food and drink recall events reached a 6-year year-over-year high
Retail
It’s not just Taco Bell lettuce and possible glass in Pillsbury rolls: Food and drink recall events reached a 6-year year-over-year high
By Sasha RogelbergJuly 20, 2026
1 day ago
The Treasury is walking a tightrope on U.S. debt by relying so much on short-term rates that are at the mercy of a suddenly very hawkish Fed
Economy
The Treasury is walking a tightrope on U.S. debt by relying so much on short-term rates that are at the mercy of a suddenly very hawkish Fed
By Jason MaJuly 20, 2026
24 hours ago

© 2026 Fortune Media IP Limited. All Rights Reserved. Use of this site constitutes acceptance of our Terms of Use and Privacy Policy | CA Notice at Collection and Privacy Notice | Do Not Sell/Share My Personal Information
FORTUNE is a trademark of Fortune Media IP Limited, registered in the U.S. and other countries. FORTUNE may receive compensation for some links to products and services on this website. Offers may be subject to change without notice.