2018 Guide to Effective Proxies
6 TH EDITION | GUIDE TO EFFECTIVE PROXIES 434 ORACLE Financial Highlights Returning Value to Stockholders In fiscal 2017, Oracle delivered strong financial results (all results in U.S. GAAP): • Total revenues of $37.7 billion (2% increase from fiscal 2016) • Total cloud revenues of $4.6 billion (60% increase from fiscal 2016) • Operating income of $12.7 billion (1% increase from fiscal 2016) • Net income of $9.3 billion (5% increase from fiscal 2016) • Diluted earnings per share of $2.21 (7% increase from fiscal 2016) $6.1 billion returned to stockholders in fiscal 2017: • $3.5 billion in repurchases of common stock • $2.6 billion in dividends paid to stockholders Absolute Total Stockholder Return (TSR) 1-Year 5-Year 14% 83% TSR represents cumulative stock price appreciation adjusted for dividends. The 1-Year and 5-Year TSR amounts are measured based on the fiscal year periods ending May 31, 2017. Year-Over-Year Decreases in Reported Compensation Over the past five fiscal years, although our absolute total stockholder return has increased, we have reduced reported aggregate compensation for our Chairman and CTO and CEOs. The aggregate compensation of our Chairman and CTO (as reported in the Summary Compensation Table) has decreased 57% from fiscal 2012 through fiscal 2017. The aggregate reported compensation of our CEOs has decreased 23% from fiscal 2015 through fiscal 2017 and 21% from fiscal 2012 through fiscal 2017. In the same period (fiscal 2012 through fiscal 2017), our five-year absolute total stockholder return was 83%. CTO and CEO Reported Compensation and TSR 50% 75% 100% 125% 150% 175% 200% 0 10 20 30 40 50 60 70 80 90 100 FY12 FY13 FY14 FY15 FY16 FY17 Indexed TSR 5/31/2012 - 5/31/2017 $ in Millions Oracle CTO Reported Pay Oracle CEO Average Reported Pay TSR Growth Notes (1) The Compensation Committee reduced Mr. Ellison’s target fiscal 2015 PSU award by 187,500 PSUs and cancelled 750,000 shares of his fiscal 2015 stock option grant after he became our Chairman and CTO in September 2014. The compensation reported for Mr. Ellison in fiscal 2015 reflects the grant date fair value of these cancelled awards in accordance with SEC rules. These cancelled equity awards comprised 24% of Mr. Ellison’s reported fiscal 2015 compensation. (2) In fiscal 2015, Ms. Catz and Mr. Hurd each received a one-time special equity award of 125,000 PSUs and a stock option grant for 500,000 shares. The Compensation Committee determined these awards were appropriate because Ms. Catz and Mr. Hurd assumed new responsibilities as our CEOs. 2017 Annual Meeting of Stockholders 27
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