September 18, 2020 To our Stockholders: You are cordially invited to attend the 2020 Annual Meeting of Stockholders of Oracle Corporation. Our Annual Meeting will be held on Wednesday, November 4, 2020, at 10:00 a.m., Pacific Time. In light of the COVID-19 outbreak, for the safety and well-being of our stockholders, directors and employees, and taking into account the protocols of local, state and federal governments, we have determined that this year’s Annual Meeting will be held in a virtual format only. At our virtual Annual Meeting, stockholders will be able to attend, vote and submit questions via the Internet. Our goal is to continue to serve the needs of our stockholders without significant disruption while closely monitoring developments related to the COVID-19 pandemic to keep our stockholders, directors and employees safe. We describe in detail the actions we expect to take at the Annual Meeting in the following Notice of 2020 Annual Meeting of Stockholders and proxy statement. We have also made available a copy of our Annual Report on Form 10-K for fiscal 2020. We encourage you to read the Form 10-K, which includes information on our operations, products and services, as well as our audited financial statements. This year, we will again be using the “Notice and Access” method of providing proxy materials to stockholders via the Internet. We believe that this process provides stockholders with a convenient and quick way to access the proxy materials and vote, while allowing us to conserve natural resources and reduce the costs of printing and distributing the proxy materials. We will mail to most of our stockholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access our proxy statement and the Form 10-K and vote electronically via the Internet. This notice will also contain instructions on how to receive a paper copy of the proxy materials. All stockholders who are not sent a notice, or who otherwise request, will be sent a paper copy of the proxy materials by mail or an electronic copy of the proxy materials by email. See “Questions and Answers about the Annual Meeting” beginning on page 78 for more information. Please use this opportunity to take part in our corporate affairs by voting your shares on the business to come before this meeting. Whether or not you plan to attend the meeting, please vote electronically via the Internet or by telephone, or, if you requested paper copies of the proxy materials, please complete, sign, date and return the accompanying proxy card or voting instruction card in the enclosed postage-paid envelope. See “How Do I Vote?” on page 6 of the proxy statement for more details. Voting electronically, by telephone or by returning your proxy card does NOT deprive you of your right to attend the virtual meeting and to vote your shares during the meeting for the matters acted upon at the meeting. If you cannot attend the virtual meeting, we invite you to listen to a recording for up to seven days following the meeting by going to www.virtualshareholdermeeting.com/ORCL2020 or our website at www.oracle.com/investor. Sincerely, Lawrence J. Ellison Chairman and Chief Technology Officer 500 Oracle Parkway Redwood City, California 94065 NOTICE OF 2020 ANNUAL MEETING OF STOCKHOLDERS TIME AND DATE 10:00 a.m., Pacific Time, on Wednesday, November 4, 2020 LOCATION This year the meeting will be held in a virtual format only. Please visit www.virtualshareholdermeeting.com/ORCL2020 REPLAY A recording of the meeting will be available at www.virtualshareholdermeeting.com/ORCL2020 and on our website at www.oracle.com/investor following the Annual Meeting through November 11, 2020. ITEMS OF BUSINESS (1) To elect 14 director nominees to serve on the Board of Directors until our 2021 Annual Meeting of Stockholders. (2) To hold an advisory vote to approve the compensation of our named executive officers. (3) To approve the Oracle Corporation 2020 Equity Incentive Plan. (4) To ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for fiscal 2021. (5) To consider and act on two stockholder proposals, if properly presented at the Annual Meeting. (6) To transact such other business as may properly come before the Annual Meeting and any adjournment or postponement thereof. RECORD DATE September 8, 2020 PROXY VOTING It is important that your shares be represented and voted at the Annual Meeting. You can vote your shares electronically via the Internet, by telephone or by completing and returning the proxy card or voting instruction card if you requested paper proxy materials. Voting instructions are provided in the Notice of Internet Availability of Proxy Materials, or, if you requested printed materials, the instructions are printed on your proxy card and included in the accompanying proxy statement. You can revoke a proxy at any time prior to its exercise at the Annual Meeting by following the instructions in the proxy statement. MEETING ADMISSION You are entitled to attend the Annual Meeting online, vote and submit questions during the meeting by visiting www.virtualshareholdermeeting.com/ORCL2020 and entering the 16-digit control number included on the Notice of Internet Availability of Proxy Materials, on your proxy card (if you requested printed materials), or on the instructions that accompanied your proxy materials. You will only be entitled to vote and submit questions at the Annual Meeting if you are a stockholder as of the close of business on September 8, 2020, the record date. More details on how to participate in this year’s virtual meeting can be found on pages 6 and 7 and in the “Questions and Answers about the Annual Meeting” beginning on page 78. In the event of a technical malfunction or other situation that at the discretion of the Chairman of the Board of Directors may affect the ability of the Annual Meeting to satisfy the requirements for a meeting of stockholders to be held, the Chairman or Corporate Secretary of Oracle will convene the meeting at 12:00 p.m. Pacific Time on the same date and at the location specified above solely for the purpose of holding the adjourned meeting at this later time. Under the foregoing circumstances, we will post information regarding the announcement on the Investors page of Oracle’s website at www.oracle.com/investor. Brian S. Higgins Vice President, Associate General Counsel and Secretary September 18, 2020 TABLE OF CONTENTS Proxy Statement Summary ............................................................................ 1 How Do I Vote? ....................................................................................... 6 Board of Directors .................................................................................... 8 Nominees for Directors .............................................................................. 8 Board Meetings .................................................................................... 14 Committees, Membership and Meetings .............................................................. 14 Director Compensation .............................................................................. 17 Corporate Governance ................................................................................ 21 Corporate Governance Guidelines .................................................................... 21 Proxy Access and Director Nominations ............................................................... 22 Majority Voting Policy ............................................................................... 22 Prohibition on Speculative Transactions and Pledging Policy ............................................ 23 Board and Committee Performance Evaluations ....................................................... 24 Stock Ownership Guidelines for Directors and Senior Officers ............................................ 25 Board Leadership Structure .......................................................................... 25 Board’s Role in Risk Oversight ........................................................................ 26 Board of Directors and Director Independence ......................................................... 27 Director Tenure, Board Refreshment and Diversity ..................................................... 27 Stockholder Outreach ............................................................................... 28 Communications with the Board ...................................................................... 29 Employee Matters .................................................................................. 29 Security Ownership of Certain Beneficial Owners and Management ........................................ 30 Executive Compensation .............................................................................. 32 Compensation Discussion and Analysis ............................................................... 32 Compensation Committee Report .................................................................... 46 Fiscal 2020 Summary Compensation Table ............................................................ 47 Grants of Plan-Based Awards During Fiscal 2020 ....................................................... 49 Outstanding Equity Awards at 2020 Fiscal Year-End .................................................... 50 Option Exercises and Stock Vested During Fiscal 2020 .................................................. 51 Fiscal 2020 Non-Qualified Deferred Compensation ....................................................