Monitor the shareholder proposal vote outcome (Proposal 4) for signals on investor sentiment regarding governance rights, and watch for any future SEC rule changes on Rule 14a-8 that could alter the shareholder proposal landscape.
Price Chart
Executive Summary
Oracle's definitive proxy statement for the 2026 annual meeting details a leadership transition year with the appointment of dual CEOs (Magouyrk and Sicilia) and a new CFO (Maxson), alongside massive equity grants to retain top talent. The filing is routine governance material with no financial results, and the board recommends voting for all director nominees, for say-on-pay, and against a shareholder proposal on preserving proposal access rights.
Key Facts
- Annual meeting scheduled for November 18, 2026, virtual format only.
- 13 director nominees proposed, including two new independent directors (Mihaljevic, Rusckowski).
- Last say-on-pay vote received approximately 82% approval.
- Board recommends voting AGAINST a shareholder proposal to preserve shareholder proposal access rights.
- CEO pay ratio: 6,623:1 (Magouyrk) and 2,709:1 (Sicilia) relative to median employee compensation of $94,740.
- Total revenues of $67.4 billion, up 17% year-over-year; operating income of $20.6 billion, up 17%.
- Remaining performance obligations of $638 billion at fiscal year-end.
- Mr. Ellison owns 38.2% of outstanding common stock; 413 million shares pledged as collateral.
- Compensation Committee met with seven large institutional stockholders in fiscal 2026.
- Fiscal 2026 PSOs require fiscal 2028 non-GAAP total revenues to more than double from fiscal 2025 levels for target payout.
Financial Impact
No financial impact from this routine proxy filing. The filing discloses fiscal 2026 financial results: total revenues $67.4B (+17% YoY), operating income $20.6B (+17% YoY), operating cash flow $32.0B (+54% YoY), net income $16.984B.
Risk Factors
- Shareholder proposal on preserving proposal access rights could signal governance concerns if it garners significant support.
- Massive equity grants to new CEOs (Magouyrk $250M, Sicilia $100M) create potential overhang and dilution risk if stock price does not appreciate.
- Mr. Ellison's 38.2% ownership and 413M pledged shares concentrate voting power and introduce potential liquidity risk.
Investment Themes
Documents Analyzed
This report is based on 4 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| DEF 14A Filing (Primary) | 0001193125-26-402816 |
| Document: 0001193125-26-402816-index-headers.html | 0001193125-26-402816 |
| Document: 0001193125-26-402816-index.html | 0001193125-26-402816 |
| Document: 0001193125-26-402816.txt | 0001193125-26-402816 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 22, 2026 4d ago | Institutional Cluster | $126.16 | awaiting T+5 | — | $130.53 (+3.46%) |
Oct 1, 2026 26d ago | Insider Cluster | $142.30 $141.40 | ▼ −0.63% | ▼ −1.79% | $130.53 (−8.27%) |
Sep 25, 2026 4w ago | DEFA14A | $132.60 $142.48 | ▲ +7.45% | ▲ +6.25% | $130.53 (−1.56%) |
Sep 25, 2026 4w ago | DEF 14A | $132.60 $142.48 | ▲ +7.45% | ▲ +6.25% | $130.53 (−1.56%) |
Sep 23, 2026 4w ago | Insider Cluster | $139.54 $138.07 | ▼ −1.05% | ▼ −0.64% | $130.53 (−6.46%) |
Sep 14, 2026 6w ago | 8-K | $144.79 $148.56 | ▲ +2.60% | ▲ +2.50% | $130.53 (−9.85%) |
Aug 25, 2026 9w ago | GOVT-CONTRACT | $148.87 $145.75 | ▼ −2.10% | ▼ −1.98% | $130.53 (−12.32%) |
Aug 11, 2026 11w ago | GOVT-CONTRACT | $153.28 $143.81 | ▼ −6.18% | ▼ −5.73% | $130.53 (−14.84%) |
Jul 20, 2026 14w ago | ANALYST-UPGRADE | $121.38 $114.99 | ▲ +5.26% | ▲ +4.84% | $130.53 (−7.54%) |
Jun 24, 2026 17w ago | 144 | $152.46 $142.50 | ▼ −6.53% | ▼ −8.09% | $130.53 (−14.38%) |
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