8-KLeadership Changes

ORACLE CORP 8-K Report, Executive Changes (Jul 30, 2008)

Filed July 30, 2008For Securities:ORCLORCL-PD

Summary

Oracle Corporation (ORCL) announced on July 24, 2008, the appointment of Bruce R. Chizen, CEO of Adobe Systems Incorporated, to its Board of Directors. This strategic addition brings experienced leadership from a prominent technology company to Oracle's board. Mr. Chizen's compensation as a director includes an annual retainer, meeting fees, and significant equity awards, including an initial stock option grant and annual option grants, aligning his interests with those of shareholders. The filing also details the terms of Mr. Chizen's compensation, emphasizing his eligibility for Oracle's Amended and Restated 1993 Directors’ Stock Plan. The vesting schedule for his initial stock option grant is structured over four years, promoting long-term commitment. Investors should note that Mr. Chizen is not currently assigned to any board committees, but further compensation and equity may be awarded if committee appointments are made. The standard indemnification agreement ensures protection for his directorial duties.

Key Highlights

  • 1Oracle Corporation appointed Bruce R. Chizen, CEO of Adobe Systems Incorporated, to its Board of Directors, effective July 24, 2008.
  • 2Mr. Chizen's compensation includes an annual retainer of $52,500 and per-meeting fees ($3,000 for regular, $2,000 for special).
  • 3He received an initial stock option grant for 60,000 shares, vesting 25% annually over four years.
  • 4Mr. Chizen is eligible for annual stock option grants of 45,000 shares starting May 31, 2009.
  • 5He is eligible to participate in Oracle's Amended and Restated 1993 Directors’ Stock Plan for equity awards.
  • 6Mr. Chizen has entered into Oracle's standard form of indemnification agreement.
  • 7Currently, Mr. Chizen will not serve on any board committees.

Frequently Asked Questions

Bruce R. Chizen is the Chief Executive Officer of Adobe Systems Incorporated, a well-known technology company. His appointment to Oracle's Board of Directors is significant as it brings experienced leadership and strategic insight from another major player in the software industry, potentially benefiting Oracle's governance and strategic direction.

Mr. Chizen will receive an annual retainer of $52,500, plus $3,000 for each regular board meeting attended and $2,000 for each special meeting attended. He is also eligible for equity awards under the company's Directors' Stock Plan.

Upon his appointment, Mr. Chizen was granted a stock option to purchase 60,000 shares of Oracle common stock, which vests 25% per year over four years. He will also receive an annual stock option grant to purchase 45,000 shares commencing May 31, 2009.

As of the filing date, Mr. Chizen will not be joining any committees of the Board. However, the filing notes that he may be eligible for additional fees and equity grants if he is appointed to any committees in the future.