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): June 30, 2021
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.) |
2300 Oracle Way, Austin, Texas 78741
(Address of principal executive offices) (Zip Code)
(737) 867-1000
(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
|
Name of each exchange
|
||
|
Common Stock, par value $0.01 per share 3.125% senior notes due July 2025 |
ORCL |
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 June 30, 2021, the Compensation Committee of the Board of Directors of Oracle Corporation (“Oracle”) approved an amendment (the “PSO Amendment”) to the terms of the Performance Stock Options (the “PSOs”) granted on July 20, 2017 to each of Lawrence J. Ellison, Chairman, Chief Technology Officer and Founder of Oracle, and Safra A. Catz, Chief Executive Officer and Director of Oracle. The PSO Amendment extends the term of the performance period of the PSOs by three additional fiscal years from May 31, 2022 to May 31, 2025. To date, the PSO stock price goal and the first market capitalization goal have been certified as achieved by the Compensation Committee and consequently, one tranche (representing one-seventh of the PSOs) have vested. If any of the remaining operational and market capitalization performance goals are achieved before May 31, 2025 additional tranches of the PSOs may vest.
For additional details regarding the PSOs, please refer to the Executive Compensation section of Oracle’s 2020 Proxy Statement filed with the Securities and Exchange Commission on September 18, 2020. The foregoing description of the PSO Amendment is qualified in its entirety by reference to the amended agreement, which is filed as Exhibit 10.15 to this report.
Section 9-Financial Statements and Exhibits
| Item 9.01 |
Financial Statements and Exhibits |
(d) Exhibits
|
Exhibit
|
Description |
|
| 10.15* | First Amendment to Performance-Based Stock Option Agreement with Lawrence J. Ellison and Safra A. Catz under the Amended and Restated 2000 Long-Term Equity Incentive Plan | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
| * |
Indicates management contract or compensatory plan or arrangement. |
2|3
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: July 7, 2021 | By: |
/s/ Brian S. Higgins |
||||
| Name: | Brian S. Higgins | |||||
| Title: |
Vice President, Associate General Counsel and
Secretary |
|||||
3|3
Exhibit 10.15
FIRST AMENDMENT TO
PERFORMANCE-BASED STOCK OPTION AGREEMENT
This AMENDMENT to Performance-Based Stock Option Agreement (this “Amendment”) is made and entered into as June 30, 2021 (the “Effective Date”) by and between Oracle Corporation, a Delaware corporation (the “Company”), and the optionee (“Optionee”).
WHEREAS, on July 20, 2017, the Company granted Optionee a U.S. non-qualified option to purchase 17,500,000 shares of the Company’s Common Stock (the “Option”) pursuant to the Company’s Amended and Restated 2000 Long-Term Equity Incentive Plan (the “Plan”) and that certain Performance-Based Stock Option Agreement by and between the Company and Optionee (the “Option Agreement”).
WHEREAS, the Option vests and becomes exercisable in seven equal tranches of 2,500,000 shares of Common Stock upon the achievement of specified stock price, market capitalization and operational goals during a five year performance period commencing June 1, 2017 and ending on May 31, 2022 (the “Performance Period”).
WHEREAS, the Company and Optionee mutually desire to amend the Option to extend the duration of the Performance Period from five to eight years, such that the Performance Period would end on May 31, 2025.
NOW, THEREFORE, in consideration of the foregoing, the parties hereby agree as follows:
1. Definitions. All capitalized terms not otherwise defined in this Amendment shall have the meanings ascribed to them in the Option Agreement or the Plan, as applicable.
2. Amendment of Option.
(a) Performance Period. Section 1(u) of Exhibit A of the Option Agreement is hereby amended, restated and replaced in its entirety with the following:
““Performance Period” shall mean the eight-year period commencing June 1, 2017 and ending on May 31, 2025.”
(b) Cloud PaaS and IaaS Margin of 30%. Section 5(f) of Exhibit A of the Option Agreement is hereby amended, restated and replaced in its entirety with the following:
“Cloud PaaS and IaaS Margin of 30%
| • |
Operational Goal: Maintain Cloud PaaS and IaaS Margin Percentage of at least 30%, for 3 of the 8 Fiscal Years in the Performance Period.” |
(c) Certifying Performance. Section 3(a) of Exhibit A of the Option Agreement is hereby amended, restated and replaced in its entirety with the following:
“Certifying Performance. As soon as reasonably practicable after the completion of each Fiscal Year during the Performance Period but in no event later than 90 days following the end of such Fiscal Year (except for the 2025 Fiscal Year, in which case it must be in no event later than 30 days following the end of the 2025 Fiscal Year), the Committee shall determine whether any portion of the Option has vested during the Fiscal Year based on achievement of the Performance Goals. The Committee shall calculate the number of Tranches that vest (if any) on the basis of the Committee’s determination of the attainment of the Performance Goals.”
| 1 | ||
| AMENDMENT TO PSO AGREEMENT |
3. Full Force and Effect. To the extent not expressly amended hereby, the Option and the Option Agreement shall remain in full force and effect.
4. Entire Agreement; Governing Law. This Amendment, the Option Agreement and the Plan constitute the entire agreement of the parties and supersede all prior undertakings and agreements with respect to the subject matter hereof. This Amendment is governed by Delaware law except for that body of law pertaining to conflict of laws.
5. Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
| 2 | ||
| AMENDMENT TO PSO AGREEMENT |