Oracle 2005 Annual Report Download - page 61

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Table of Contents
Item 9B. Other Information
None
PART III
Item 10. Directors and Executive Officers of the Registrant
The information required by this Item with respect to the directors and compliance with Section 16(a) of the Securities and Exchange Act is incorporated by
reference from the information provided under the headings “Board of Directors” and “Section 16(a) Beneficial Ownership Reporting Compliance,” respectively,
contained in our Proxy Statement to be filed with the Securities and Exchange Commission in connection with the solicitation of proxies for our Annual Meeting
of Stockholders to be held on October 9, 2006.
The information required by this Item with respect to our executive officers is contained in Part I, Item 1 of this Annual Report on Form 10-K under the heading
“Executive Officers of the Registrant.”
The information required by this Item with respect to our audit committee members and our audit committee financial experts is incorporated herein by reference
from the information provided under the heading “The Finance and Audit Committee” of our Proxy Statement.
The information required by this Item with respect to our code of business ethics is incorporated herein by reference from the information provided under the
heading “Statement on Corporate Governance—Employee Matters” of our Proxy Statement.
The information required by this Item with respect to material changes to the procedures by which our stockholders may recommend nominees to our Board of
Directors is incorporated herein by reference from the information provided under the heading “The Nomination and Governance Committee” of our Proxy
Statement.
Item 11. Executive Compensation
The information required by this Item is incorporated by reference from the information provided under the heading “Executive Compensation” of our Proxy
Statement. The information specified in Item 402 (k) and (l) of Regulation S-K and set forth in our Proxy Statement is not incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Equity Compensation Plan Information
May 31, 2006
Number of
Shares to be Issued
Upon Exercise of
Outstanding Options,
Warrants and Rights
Weighted-Average
Exercise Price of
Outstanding Options,
Warrants and Rights
Number of Shares
Remaining Available for
Future Issuance Under
Equity Compensation
Plans(1)
Equity compensation plans approved by stockholders 385,399,095 $ 12.43 484,541,254(2)
Equity compensation plans not approved by
stockholders(3)
88,048,797 $ 16.83 —
Total 473,447,892 484,541,254
(1) These numbers exclude the shares listed under the column heading “Number of Shares to be Issued Upon Exercise of Outstanding Options, Warrants and
Rights.”
(2) This number includes 87,201,428 shares available for future issuance under the Oracle Corporation Employee Stock Purchase Plan (1992).
(3) These options were assumed in connection with our acquisitions in fiscal 2005 and fiscal 2006. No additional awards were or can be granted under the
plans that originally issued these options.
58
Source: ORACLE CORP, 10-K, July 21, 2006 Powered by Morningstar® Document Research℠