ISS Advises Shareholders Vote Against Oracle Directors Over Ellison’s Pay

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ISS Advises Shareholders Vote Against Oracle Directors Over Ellison’s Pay

Recommendation Follows CtW Investment Groups’ Opposition to Board Members and Say on Pay

WASHINGTON, D.C.–Leading independent proxy advisor, Institutional Shareholder Services (ISS), is opposing the re-election of Oracle (NASDAQ: ORCL) directors Bruce Chizen, George Conrades and Naomi Seligman, members of the board’s Compensation Committee, because of their collective “failure to address long-standing investors concerns about executive compensation.”

The recommendation comes a week after the CtW Investment Group called on fellow investors to vote against the three directors at the company’s October 31st, shareholder meeting in Redwood City, CA, over their refusal to reform CEO Larry Ellison’s exorbitant pay package in the face of overwhelming shareholder opposition to last year’s say-on-pay.

“With ISS’s recommendation, it is clear the board is risking a shareholder revolt at its annual meeting if it doesn’t start listening to the company’s public owners,” said Dieter Waizenegger, Executive Director of the CtW Investment Group. “Oracle may end Halloween with “zombie directors” who fail to win majority support for their re-election, in which case the only respectable cause of action would be for them to resign,” he added.

In its October 14 report, ISS also recommend votes against all of the independent directors and Chairman Jeffery Henley for the board’s ineffective oversight of management. This was evidenced, the report states “by the company’s persistent compensation concerns, its failure to adequately respond to overwhelming opposition to its say-on-pay resolution and high withhold votes from Compensation Committee members [last year], and its tolerance of excessive and risky pledging of stock by executives.”

In last week’s letter to shareholders, the CtW Investment Group blasted the board over its refusal to make significant changes to its use of mega-stock option grants to pay CEO and founder Larry Ellison after 86% of non-insider shareholders rejected Oracle’s say-on pay resolution last year. Before launching a “Vote No” initiative against members of the Compensation Committee, the Investment Group urged the company to appoint a new director to oversee the realignment of pay and performance, including the use of performance vesting equity awards in place of stock options. Highlighting the company’s extraordinarily top heavy compensation culture and the importance of human capital management at Oracle, the Investment Group also asked Oracle to begin disclosure its CEO-to-median-employee pay.

The CtW Investment Group works with pension funds sponsored by affiliates of Change to Win – a federation of unions representing over six million members – to enhance long-term shareholder value through active ownership. These funds have $250 billion in assets under management and are substantial Oracle shareholders.

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** NOTE: Please contact CtW Investment Group Senior Corporate Governance Analyst Michael Pryce-Jones at (202) 262-7437 or; or visit, for additional information.  **