Proxy advisor ISS recommends votes against most of Oracle board

Tue Oct 15, 2013 3:11pm EDT

Oct 15 (Reuters) - Proxy advisor Institutional Shareholder Services recommended votes against most directors of software maker Oracle Corp, citing concerns over executive pay.

In a report released on Tuesday ISS, the largest advisor for institutional investors, recommended "withhold" votes for eight of Oracle's 11 board members and also suggested an advisory vote "against" the company's executive pay.

ISS said it recommended withholding the votes against the board members "for failing to provide effective oversight of management on behalf of shareholders" on areas like executive pay practices. Last year the company's pay for top executives won support from just 41 percent of votes cast, and the company's compensation committee did not respond adequately, according to ISS.

Since last month CtW Investment Group, which advises union-affiliated pension funds, has also criticized the company's pay practices and opposed the re-election of compensation committee members.

Citing today's ISS report, CtW Executive Director Dieter Waizenegger said in a statement that "it is clear the board is risking a shareholder revolt at its annual meeting if it doesn't start listening to the company's public owners."

Oracle spokeswoman Deborah Hellinger declined to comment.

Oracle General Counsel Dorian Daley wrote to CtW on Oct. 1, noting last year's pay vote was only advisory and defending the pay of executives like Oracle Chief Executive Larry Ellison, who receives a salary of $1 per year and declined to take a bonus in the most recent fiscal year. ISS calculated that, including stock options, Ellison's total pay was $76.4 million last year.

Oracle's annual meeting is scheduled for Oct. 31. ISS is a unit of MSCI Inc.

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