Definitive Additional Materials

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 14A

 

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

 

Filed by the Registrant þ

 

Filed by a Party other than the Registrant ¨

 

Check the appropriate box:

¨

   Preliminary Proxy Statement

¨

   Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

¨

   Definitive Proxy Statement

þ

   Definitive Additional Materials

¨

   Soliciting Material Pursuant to Section 240.14a-12

 

Oracle Corporation

 


(Name of Registrant as Specified In Its Charter)

 

 


(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

 

Payment of Filing Fee (Check the appropriate box):

 

þ

   No fee required.

¨

   Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
     (1)   Title of each class of securities to which transaction applies:
        

 


     (2)   Aggregate number of securities to which transaction applies:
        

 


     (3)   Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
        

 


     (4)   Proposed maximum aggregate value of transaction:
        

 


     (5)   Total fee paid:
        

 


¨

   Fee paid previously with preliminary materials.

¨

   Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
     (1)   Amount Previously Paid:
        

 


     (2)   Form, Schedule or Registration Statement No.:
        

 


     (3)   Filing Party:
        

 


     (4)   Date Filed:
        

 



LOGO

*** Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on November 07, 2012

ORACLE CORPORATION

Meeting Information

Meeting Type: Annual Meeting

For holders as of: September 10, 2012

Date: November 07, 2012 Time: 10:00 AM PDT Location: 350 Oracle Parkway Redwood Shores, CA 94065

You are receiving this communication because you hold shares in the above named company.

This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side).

We encourage you to access and review all of the important information contained in the proxy materials before voting.

See the reverse side of this notice to obtain proxy materials and voting instructions.


LOGO

Before You Vote

How to Access the Proxy Materials

Proxy Materials Available to VIEW or RECEIVE:

1. Form 10-K 2. Notice & Proxy Statement

How to View Online:

Have the information that is printed in the box marked by the arrow (located on the following page) and visit: www.proxyvote.com.

How to Request and Receive a PAPER or E-MAIL Copy:

If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:

1) BY INTERNET: www.proxyvote.com

2) BY TELEPHONE: 1-800-579-1639

3) BY E-MAIL*: sendmaterial@proxyvote.com

* If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow (located on the following page) in the subject line.

Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before October 25, 2012 to facilitate timely delivery.

How To Vote

Please Choose One of the Following Voting Methods

Vote In Person: If you choose to vote these shares in person at the meeting, you must request a “legal proxy.” To do so, please follow the instructions at www.proxyvote.com or request a paper copy of the materials, which will contain the appropriate instructions. Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance.

Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow available and follow the instructions.

Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a voting instruction form.

0000150091_2 R1.0.0.11699


LOGO

The Board of Directors recommends that you vote FOR the following:

1. Election of Directors

Nominees

01 Jeffrey S. Berg 02 H. Raymond Bingham 03 Michael J. Boskin 04 Safra A. Catz 05 Bruce R. Chizen

06 George H. Conrades 07 Lawrence J. Ellison 08 Hector Garcia-Molina 09 Jeffrey O. Henley 10 Mark V. Hurd

11 Donald L. Lucas 12 Naomi O. Seligman

The Board of Directors recommends you vote FOR the following proposal(s):

2. Advisory Vote to Approve Executive Compensation.

3. Approval of Increase in Shares Under the Directors’ Stock Plan.

4. Ratification of the Selection of Ernst & Young LLP as Independent Registered Public Accounting Firm for Fiscal Year 2013.

The Board of Directors recommends you vote AGAINST the following proposal(s):

5. Stockholder Proposal Regarding Multiple Performance Metrics.

6. Stockholder Proposal Regarding Independent Board Chairman.

7. Stockholder Proposal Regarding Equity Retention Policy.

8. Stockholder Proposal Regarding Equity Acceleration upon a Change in Control of Oracle.

NOTE: In their discretion, the proxies are authorized to vote upon such other business as may properly come before the Annual Meeting or any adjournment or continuation thereof.