Oracle executive pay deal again rejected by shareholders

Larry Ellison, Oracle founder. The company's growth has slowed in recent years as corporations move from installing software on their own machines to using cloud-based services. Photograph: Action Press/Rex Features

Oracle shareholders have rejected the company's pay practices for a second successive year, after founder Larry Ellison topped the league of America's best paid executives with a $78m (£49m) package in the most recent financial year.

A motion to approve executive pay at the annual meeting was defeated after 57% of shareholders voted against or abstained in a non-binding poll. Because Ellison owns more than 24% of the shares, an estimated 85% of the independent stockholders are thought to have joined the pay revolt.

Immediately after the meeting, shareholder activist group Change to Win called for the resignation of Bruce Chizen, who has chaired Oracle's compensation committee since 2011.

"Given the extent of investor opposition, Chizen must make room for fresh, independent thinking that can restore investor confidence in the board's linking of pay with corporate performance and strategy," said Dieter Waizenegger, director of the group's investment arm. "Further foot dragging risks a real governance crisis."

The UK's Railway Pension Investments joined Dutch fund PGGM and the California State Teachers' Retirement System in voting against the board after sending an open letter earlier this month raising "severe concerns about executive compensation and proper board accountability at Oracle".

The company's growth has slowed in recent years as corporations move from installing software on their own machines to using cloud-based services. Oracle's stock has risen 8% in the last year, but lags gains made by other US companies.

A number of funds and shareholder advisory group ISS also campaigned against the re-election of the directors. All board members were majority approved, but the company has yet to give a breakdown of the percentage of votes cast in their favour.

Last year, Oracle's pay policy was voted down by a majority 59%. The remuneration vote, known in America as "say on pay", is non-binding but few companies risk the wrath of shareholders two years running.

However, Oracle chairman Jeffrey Henley told the meeting on Thursday: "We believe that our current executive compensation is considerably performance driven."

At the event, Thomas McIntyre of the Trowel Trades fund put forward a motion for better information on how rewards for executives are measured.

"Without clarity from the board, shareholders are giving the board a blank cheque to pick whatever metrics and calculations it chooses," he said. "This is even more concerning because over the past several years the board has sat by despite persistent pay for performance misalignment. Our executives receive outsize rewards by average performance."

Oracle is one of only 12 of America's top 3000 public companies to have suffered more than one say on pay backlash, according to ISS. Others include the clothing retailer Abercrombie & Fitch, whose chief executive Mike Jeffries was paid $4m in 2011 for agreeing to limit his use of the company jet.