ORACLE CORP false 0001341439 0001341439 2019-12-09 2019-12-09 0001341439 us-gaap:CommonStockMember 2019-12-09 2019-12-09 0001341439 orcl:SeniorNotesDueJanuary2021Member 2019-12-09 2019-12-09 0001341439 orcl:SeniorNotesDueJuly2025Member 2019-12-09 2019-12-09

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 9, 2019

 

Oracle Corporation

(Exact name of registrant as specified in its charter)

 

Delaware

 

001-35992

 

54-2185193

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

500 Oracle Parkway, Redwood City, California 94065

(Address of principal executive offices) (Zip Code)

(650) 506-7000

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Common Stock, par value $0.01 per share

2.25% senior notes due January 2021

3.125% senior notes due July 2025

 

ORCL

 

New York Stock Exchange

New York Stock Exchange

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

Section 5 – Corporate Governance and Management

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On December 9, 2019, Oracle Corporation (“Oracle”) announced that the Board of Directors unanimously elected Vishal Sikka to serve as a director, effective as of December 10, 2019.

Dr. Sikka will be granted restricted stock units for shares of Oracle common stock (the “RSUs”) in accordance with Oracle’s Amended and Restated 1993 Directors’ Stock Plan. The RSUs will represent a pro rata amount of the annual equity award granted to non-employee directors based on the number of complete calendar months remaining in Oracle’s current fiscal year. The RSUs will fully vest on the first anniversary of the date of grant provided Dr. Sikka continues to serve as a director on the vest date. Dr. Sikka will also receive the standard cash compensation for Oracle’s non-employee directors.

Dr. Sikka has entered into Oracle’s standard form of indemnification agreement pursuant to which Oracle will indemnify him for certain actions taken in his capacity as a director.

Effective November 1, 2019, Oracle entered into a consulting agreement with Hang Ten Systems LLC (“Hang Ten”), a company wholly owned by Dr. Sikka. Under the agreement, Hang Ten is providing a minimum of twenty and maximum of fifty hours of consulting services and sales support to Oracle per month at a rate of $2,000 per hour. The agreement has a three-month term.

Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.

   

Description

         
 

99.1

   

Press Release – Oracle Names Vishal Sikka to the Board of Directors, dated December 9, 2019

         
 

104

   

Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

ORACLE CORPORATION

             

Dated: December 9, 2019

 

 

By:

 

/s/ Brian S. Higgins

 

 

Name:

 

Brian S. Higgins

 

 

Title:

 

Vice President, Associate General Counsel and

Secretary

Exhibit 99.1

LOGO     Press Release        

For Immediate Release

 

Contact:    Ken Bond    Deborah Hellinger
   Oracle Investor Relations    Oracle Corporate Communications
   1.650.607.0349    1.212.508.7935
   ken.bond@oracle.com    deborah.hellinger@oracle.com

ORACLE NAMES VISHAL SIKKA

TO THE BOARD OF DIRECTORS

REDWOOD SHORES, Calif., December 9, 2019 — Oracle (NYSE: ORCL) today announced that Dr. Vishal Sikka, founder and CEO of the AI company Vianai Systems, has been named to Oracle’s Board of Directors. Before starting Vianai, Vishal was a top executive at SAP and the CEO of Infosys.

“The digital transformation of an enterprise is enabled by the rapid adoption of modern cloud applications and technologies,” said Oracle CEO Safra Catz. “Vishal clearly understands how Oracle’s Gen2 Cloud Infrastructure, Autonomous Database and Applications come together in the Oracle Cloud to help our customers drive business value and adapt to change. I am very happy that he will be joining the Oracle Board.”

“For years, the Oracle Database has been the heartbeat and life-blood of every large and significant organization in the world,” said Dr. Vishal Sikka. “Today, Oracle is the only one of the big four cloud companies that offers both Enterprise Application Suites and Secure Infrastructure technologies in a single unified cloud. Oracle’s unique position in both applications and infrastructure paves the way for enormous innovation and growth in the times ahead. I am excited to have the opportunity to join the Oracle Board, and be part of this journey.”

“Vishal is one the world’s leading experts in Artificial Intelligence and Machine Learning,” said Oracle Chairman and CTO Larry Ellison. “These AI technologies are key foundational elements of the Oracle Cloud’s Autonomous Infrastructure and Intelligent Applications. Vishal’s expertise and experience makes him ideally suited to provide strategic vision and expert advice to our company and to our customers. He is a most welcome addition to the Oracle Board.”

About Oracle

The Oracle Cloud offers a complete suite of integrated applications for Sales, Service, Marketing, Human Resources, Finance, Supply Chain and Manufacturing, plus Highly Automated and Secure Generation 2 Infrastructure featuring the Oracle Autonomous Database. For more information about Oracle (NYSE: ORCL), visit www.oracle.com/investor or contact Investor Relations at investor_us@oracle.com or (650) 506-4073.

# # #

Trademarks

Oracle and Java are registered trademarks of Oracle and/or its affiliates. Other names may be trademarks of their respective owners.

“Safe Harbor” Statement: Statements in this press release relating to Oracle’s future plans, expectations, beliefs, intentions and prospects are “forward-looking statements” and are subject to material risks and uncertainties. Many factors could affect our current expectations and our actual results, and could cause actual results to differ materially. A detailed discussion of these factors and other risks that affect our business is contained in our U.S. Securities and Exchange Commission (“SEC”) filings, including our most recent reports on Form 10-K and Form 10-Q, particularly under the heading “Risk Factors.” Copies of these filings are available online from the SEC, by contacting Oracle Corporation’s Investor Relations Department at (650) 506-4073 or by clicking on SEC Filings on Oracle’s Investor Relations website at http://www.oracle.com/investor. All information set forth in this press release is current as of December 9, 2019. Oracle undertakes no duty to update any statement in light of new information or future events.