By Ross Kerber
Oct 15 Top proxy advisors recommended votes
against key directors of software maker Oracle Corp,
citing concerns over executive pay.
The recommendations promise to stir up a debate over
compensation at the company's annual meeting scheduled for the
end of this month.
Institutional Shareholder Services, the largest advisor for
institutional investors, recommended "withhold" votes for eight
of Oracle's 11 board members in a report released on Tuesday. It
also suggested an advisory vote "against" the company's
ISS said it recommended withholding the votes against the
board members "for failing to provide effective oversight of
management on behalf of shareholders" in 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.
In addition on Tuesday, rival proxy advisor Glass, Lewis &
Co released a report that recommended "withhold" votes against
five Oracle directors, also citing pay concerns in some cases,
and recommended votes "against" the company's executive pay.
A third advisor, Egan-Jones Proxy Services, recommended
votes "for" all directors but "against" Oracle's executive pay.
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.
Both ISS and Glass, Lewis recommended votes "for" Ellison to
continue as a director of the company, as did Egan-Jones.
Oracle's annual meeting is scheduled for Oct. 31. ISS is a
unit of MSCI Inc.