Advisors recommend votes against Oracle board over pay


By Ross Kerber

Oct 15 (Reuters) - Top proxy advisors recommended votesagainst key directors of software maker Oracle Corp,citing concerns over executive pay.

The recommendations promise to stir up a debate overcompensation at the company's annual meeting scheduled for theend of this month.

Institutional Shareholder Services, the largest advisor forinstitutional investors, recommended "withhold" votes for eightof Oracle's 11 board members in a report released on Tuesday. Italso suggested an advisory vote "against" the company'sexecutive pay.

ISS said it recommended withholding the votes against the board members "for failing to provide effective oversight ofmanagement on behalf of shareholders" in areas like executivepay practices. Last year, the company's pay for top executiveswon support from just 41 percent of votes cast, and thecompany'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 againstfive 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, recommendedvotes "for" all directors but "against" Oracle's executive pay.

CtW Investment Group, which advises union-affiliated pensionfunds, has also criticized the company's pay practices andopposed the re-election of compensation committee members.

Citing today's ISS report, CtW Executive Director DieterWaizenegger said in a statement that "it is clear the board isrisking a shareholder revolt at its annual meeting if it doesn'tstart 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 thepay of executives like Oracle Chief Executive Larry Ellison, whoreceives a salary of $1 per year and declined to take a bonus inthe most recent fiscal year. ISS calculated that, includingstock options, Ellison's total pay was $76.4 million last year.

Both ISS and Glass, Lewis recommended votes "for" Ellison tocontinue as a director of the company, as did Egan-Jones.

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

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