This excerpt taken from the ORCL 10-Q filed Mar 27, 2007.
2. Majority Voting for Directors
If a nominee for director in an uncontested election of directors (i.e., an election other than one in which (i) the number of director nominees exceeds the number of directorships subject to election or (ii) proxies are being solicited by a person other than Oracle Corporation), does not receive the vote of at least the majority of the votes cast at any meeting for the election of directors at which a quorum is present and no successor has been elected at such meeting, the director will promptly tender his or her resignation to the Board of Directors. For purposes of this corporate governance policy, the majority of votes cast means that the number of shares voted for a directors election exceeds 50% of the number of votes cast with respect to that directors election. Votes cast with respect to that directors election shall include votes to withhold authority but shall exclude abstentions and failures to vote with respect to that directors election.
The Nomination and Governance Committee will make a recommendation to the Board of Directors as to whether to accept or reject the tendered resignation. The Board of Directors must act on the tendered resignation, taking into account the Nomination and Governance Committees recommendation, within 90 days from the date of the certification of the election results. The Board shall promptly publicly disclose by furnishing a report with the Securities and Exchange Commission its decision regarding the tendered resignation, including its rationale for accepting or rejecting the resignation offer. The Nomination and Governance Committee in making its recommendation, and the Board of Directors in making its decision, may each consider any factors or other information that it considers appropriate and relevant, including, but not limited to, (i) the stated reasons, if any, why stockholders withheld their votes, (ii) possible alternatives for curing the underlying cause of the withheld votes, (iii) the directors tenure, (iv) the directors qualifications, (v) the directors past and expected future contributions to the Company, and (vi) the overall composition of the Board.
The director who tenders his or her resignation will not participate in the recommendation of the Nomination and Governance Committee or the decision of the Board of Directors with respect to his or her resignation. If a majority of the Nomination and Governance Committee do not receive the vote of at least the majority of the votes cast, then the independent Directors of the Board who received the vote of at least the majority of the votes cast shall appoint a committee amongst themselves to consider the resignation offers and recommend to the Board whether to accept them. The Board may accept a directors resignation or reject the resignation. If the Board of Directors accepts a directors resignation, or if a nominee for director is not elected and the nominee is not an incumbent director, then the Board of Directors, in its sole discretion, may fill any resulting vacancy pursuant to the provisions of Section 2.02 of the By-Laws or may decrease the size of the Board of Directors pursuant to the provisions of Section 2.01 of the By-Laws. If a directors resignation is not accepted by the Board of Directors, such director will continue to serve until the next annual meeting and until his or her successor is duly elected, or his or her earlier resignation or removal.
This corporate governance policy will be summarized or included in each proxy statement relating to an election of directors of the Company.