Oracle Corporation wants its shareholders to believe there’s nothing to worry about.
Federal regulators are moving to scrap a decades-old rule that lets ordinary investors — not just Wall Street giants — put proposals to a vote at the companies they own. Oracle’s board calls that threat “hypothetical.”
It isn’t. The Securities and Exchange Commission put the change in writing on September 21. Oracle published its “hypothetical” claim four days later.
NLPC, an Oracle shareholder, is circulating a report to the company’s investors urging a vote FOR Proposal 4 at Oracle’s annual meeting on November 18. Read NLPC’s executive summary for the short version, or see the full report.
Shareowners don’t need to wait until November. Voting is open now.
Small Investors Could Lose Their Seat at the Table
For more than 80 years, a federal rule has required public companies to put qualifying shareholder proposals on the annual ballot, so every owner gets a say. It’s how investors without a seat in the boardroom get heard.
The SEC now wants to throw that rule out and let the states decide. The trouble: by the agency’s own admission, no state except Texas has written a law on the subject in more than 80 years. And Texas made it harder for investors, not easier.
For most companies, the federal rule would be replaced by nothing. Each board would decide for itself whose proposals reach the ballot.
NLPC’s proposal asks Oracle to promise to keep the door open on today’s terms, regardless of what Washington does.
Microsoft Made the Promise, Oracle Won’t
Microsoft, Oracle’s rival in cloud computing, got the same request. It agreed to keep the current rules through its 2027 annual meeting, telling Reuters the promise gives the company and its shareholders “a clear and predictable process.”
Oracle’s board says the same promise would cause “confusion.”
NLPC told Oracle in early September that the SEC’s plan was on its way. Oracle then deleted a line from its draft saying the change had “not yet been proposed.” It kept the word “hypothetical” — twice — despite its knowledge of the rescission plan in the Federal Register.
One Founder Holds 38 Percent of the Votes
Founder Larry Ellison (pictured above) owns 38.2 percent of Oracle. He has pledged 413 million of those shares as collateral for personal loans — up from a year earlier — as he helps his son‘s company try to buy Warner Bros. Discovery.
Oracle forbids every other director and executive from borrowing against company stock this way. Ellison is the lone exception.
When one person controls more than a third of the votes, everyone else needs a reliable way to be heard. Proposals on the ballot are that way.
Oracle’s Board Has Been Wrong About This Before
This isn’t the first time Oracle’s board has told shareholders not to worry.
In 2015, investors asked Oracle to let its largest long-term owners nominate candidates for the board. Oracle’s directors lined up against it and called the idea “unnecessary.” Their reassurance was that shareholders could always put proposals on the ballot.
Shareholders did exactly that, and they voted the board down. Oracle adopted the change the next year. Today the company lists it among the shareholder “rights” it points to with pride.
That right exists because a shareholder proposal forced a vote the board didn’t want. That’s the same tool Washington now wants to take away, and the one Oracle refuses to protect.
The 2015 vote took place on November 18. This year’s meeting falls on the same date, eleven years later.
Oracle’s owners don’t need to wait until then. They can vote online now using the instructions mailed to them. Read NLPC’s summary or its full report to shareholders, then vote FOR Proposal No. 4.
(Post references PX14A6G Notice of exempt solicitation)
