UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 22, 2022

Oracle Corporation

(Exact name of registrant as specified in its charter)

2300 Oracle Way, Austin, Texas 78741

(Address of principal executive offices) (Zip Code)

(737) 867-1000

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Section 5—Corporate Governance and Management

On March 22, 2022, Oracle Corporation (“Oracle”) announced that the Board of Directors unanimously elected Awo Ablo to serve as a director, effective immediately.

Ms. Ablo will be granted restricted stock units for shares of Oracle common stock (the “RSUs”) in accordance with Oracle’s Amended and Restated 1993 Directors’ Stock Plan. The RSUs will represent a pro rata amount of the annual equity award granted to non-employee directors based on the number of complete calendar months remaining in Oracle’s current fiscal year. The RSUs will fully vest on the first anniversary of the date of grant provided Ms. Ablo continues to serve as a director on the vest date. Ms. Ablo will also receive the standard cash compensation for Oracle’s non-employee directors.

Ms. Ablo has entered into Oracle’s standard form of indemnification agreement pursuant to which Oracle will indemnify her for certain actions taken in her capacity as a director.

Section 9—Financial Statements and Exhibits

(d) Exhibits

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

EX-99.1

Exhibit 99.1

Oracle Names Awo Ablo to the Board of Directors

AUSTIN, Texas, March 24, 2022 — Oracle Corporation (NYSE: ORCL) today announced that it unanimously elected Awo Ablo to Oracle’s Board of Directors and increased the size of the Board to 15. The election is effective as of March 22, 2022.

Ms. Ablo is the Executive Director, External Relations at the Tony Blair Institute for Global Change (the “Institute”) and has served as Company Director for the Institute since 2019. Ms. Ablo is Vice Chair of the Board at BBC Media Action and Vice Chair at the Institute for Development Studies, University of Sussex. Previously, Ms. Ablo served as the Director, External Relations at the International HIV/AIDS Alliance and as Director of Business Development at the BBC World Service Trust. Ms. Ablo is engaged as an Advisor to Iceaddis. Ms. Ablo has served on various advisory groups and committees, including the Chatham House Global Health Working Group. She has a Masters degree from SOAS, London University’s School of Oriental and African Studies and a Bachelors degree in Philosophy and Theology from the University of Kent.

“At the Tony Blair Institute for Global Change, Awo Ablo works directly with Tony Blair in both the formulation and implementation of policy initiatives designed to improve national governance and economic development,” said Larry Ellison, Oracle’s Chairman of the Board and Chief Technology Officer. “Awo now has years of experience collaborating with heads of state, heads of government and other high-ranking government officials to help develop national programs addressing a wide range of critical challenges ranging from securing the food supply to modernizing healthcare and digital infrastructure. This wealth of experience will enable Awo to provide the Oracle Board with a unique perspective as to what is required for us to better meet the needs of our government customers around the world.”

Bruce Chizen, Chair of the Nomination and Governance Committee, added, “I am delighted to welcome Ms. Ablo to the Board. We believe that Oracle, along with its customers and shareholders, will benefit from Ms. Ablo’s current and prior experience in global healthcare and governmental affairs.”

Members of Oracle’s Board of Directors serve one-year terms and stand for election at the company’s next annual meeting of stockholders in November 2022.

About Oracle

Oracle offers integrated suites of applications plus secure, autonomous infrastructure in the Oracle Cloud. For more information about Oracle (NYSE: ORCL), please visit us at www.oracle.com.

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“Safe Harbor” Statement: Statements in this press release relating to Oracle’s future plans, expectations, beliefs, intentions and prospects are “forward-looking statements” and are subject to material risks and uncertainties. Many factors could affect our current expectations and our actual results, and could cause actual results to differ materially. A detailed discussion of these factors and other risks that affect our business is contained in our U.S. Securities and Exchange Commission (“SEC”) filings, including our most recent reports on Form 10-K and Form 10-Q, particularly under the heading “Risk Factors.” Copies of these filings are available online from the SEC or by contacting Oracle’s Investor Relations Department at (650) 506-4073 or by clicking on SEC Filings on the Oracle Investor Relations website at www.oracle.com/investor/. All information set forth in this press release is current as of March 24, 2022. Oracle undertakes no duty to update any statement in light of new information or future events.