Vote recommendation

A vote on every ballot item, each tied to the policy clause that decides it, with past support rebuilt without insider shares and engagement points for the call

Customize this Agent

DOCXXLSX16 steps

The problem

Oracle's say on pay passed with 82% last year. Ellison owned 40.6%

Oracle's 2025 say on pay drew 1.92 billion votes for and 424 million against, 82%. Lawrence Ellison beneficially owned 1.16 billion shares, close to half the 2.35 billion votes cast. Run the responsiveness test on 82% and it never fires. Take the shares insiders could vote out of the for column and the total, then test what the rest of the register said

The request

Oracle's proxy is out for the November 18 meeting. Give me vote recommendations on every item, each director separately, against our 2026 guidelines, attached. Before our responsiveness test, rebuild last year's say on pay result without the shares Ellison and the other insiders could vote. Size the 413 million pledged shares against his stake, shares outstanding and daily volume, then apply our pledging clause. Pay for performance on realizable pay and three year TSR against the proxy peers. Memo with the vote, clause and rationale for each item and engagement points for our call with Oracle, plus the workbook behind it. Record date positions and our 2025 votes are attached; explain every vote that changes.

Proxy voting guidelines 2026.pdf
ORCL positions Sep 21 2026.xlsx
ORCL votes 2025.xlsx

How Axe works

ApprovedChanges asked

Your reviewApprove, or say what to change

Approved or changes

Vote recommendation and workbookMemo, workbook and tie out report

Final reviewApprove the revised files

Revised vote recommendation and workbookRevised files and tie out report

Step

Rebuild past votes without insiders

Prompt

Sent to the model at this step

Rebuild the last three annual meetings from each 8-K under Item 5.07: votes for, votes opposed, abstentions and broker non votes on every item, each director included. The 8-K records opposition to directors under its own heading; treat it as votes opposed. Compute support two ways: votes for over votes for plus votes opposed, and on the standard that year's proxy states, where abstentions may count as opposed. Then compute support from unaffiliated holders. From each year's proxy take the shares Lawrence Ellison and every other director and executive officer could vote at that year's record date: shares held directly and through the trusts and entities they control, leaving out options and units the ownership table counts before they are exercised or vest, which carry no vote. Start from the table's total for all directors and executive officers as a group, which already includes Mr. Ellison, so no share is counted twice. If a table is dated other than the record date, say so. Insiders' votes are not disclosed, so assume they voted as the board recommended and state the assumption. Take their shares out of the column the board recommended and out of the total, and recompute every item. As a check, compare shares present with shares outstanding to confirm the insider block was voted. Show say on pay and each director on all three bases side by side with the change year on year. Run our responsiveness test on the basis our guidelines define and on the unaffiliated figure, report both, and read what the compensation committee says in the current proxy it heard and changed after the 2025 vote.

Uses

Ballot
Clause map

Produces

Past votes

What you get back

DOCXVote recommendationSummary vote table, then each item's facts, clause, rationale and vote, then engagement points

XLSXVote workbookBallot, past votes with and without insiders, pay, directors, pledge, fund instructions

Tie out reportOpen items first, then each figure and vote marked tied, corrected or open

Make it yours

Swap in your guidelines and thresholds, change the bases you test support on, or add your proxy adviser's research. Every step and every prompt can be edited

Customize this Agent

Opens a private copy of this Agent in your workspace, ready to adapt to your own sources

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