CalSTRS Statement on the Shareholder Vote at Oracle

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Proxy access to nominate board candidates proves elusive.

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A history of governance shortcomings is outlined in our letter to shareholders urging support for Proposal No. 7, which makes a potent case for the needed governance changes.

The California State Teachers’ Retirement System (CalSTRS) issued the following statement about today’s shareholder vote on proxy access at the Oracle Corporation. CalSTRS Director of Corporate Governance Anne Sheehan said:

“Independent shareholders overwhelmingly supported CalSTRS’ proposal opening the corporate proxy to shareholder candidate nominations for the Oracle Corporation Board of Directors. While it received approximately 45 percent of the overall vote, it did not pass due to Larry Ellison’s large inside ownership. However, CalSTRS believes shareholders today sent a strong signal to the board of directors, and we expect more accountability from them, as a result.

“A history of governance shortcomings is outlined in our letter to shareholders urging support for Proposal No. 7, which makes a potent case for the needed governance changes.

“The strong support for proxy access, along with the third straight year of failure for the company’s compensation plan, should be a wake-up call to the board that greater responsiveness is required to address the concerns of long-term shareholders, such as those allied with CalSTRS in our letter to shareholders.

“We applaud the continued courage of Oracle’s shareholders and look forward to reaching the goal of shareholder proxy access that will make the necessary changes to company governance and compensation that will generate enduring value to its shareholders.”

The California State Teachers’ Retirement System, with a portfolio valued at $ 186.4 billion as of September 30, 2014, is the largest educator-only pension fund in the world. CalSTRS administers a hybrid retirement system, consisting of traditional defined benefit, cash balance and voluntary defined contribution plans. CalSTRS also provides disability and survivor benefits. CalSTRS serves California's 868,000 public school educators and their families from the state’s 1,600 school districts, county offices of education and community college districts.

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