Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · Regulation FD Disclosure
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers On May 6, 2026, the Board of Directors (the “Board”) of Oracle Corporation (“Oracle”) unanimously elected Tomislav Mihaljevic to serve as a director, effective immediately. Dr.…
Filed May 12, 2026Accepted May 12, 2026, 4:50 PM EDTCIK 1341439Accession 0001193125-26-219708
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Item 5.02Item 5.02 - Departure/Election of Directors
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On May 6, 2026, the Board of Directors (the “Board”) of Oracle Corporation (“Oracle”) unanimously elected Tomislav Mihaljevic to serve as a director, effective immediately. Dr. Mihaljevic has not been named and is not currently expected to be named, to any committee of the Board at this time.
Dr. Mihaljevic will be granted restricted stock units for shares of Oracle common stock (the “RSUs”) on May 31, 2026 in accordance with Oracle’s Amended and Restated 1993 Directors’ Stock Plan and in a manner consistent with Oracle’s annual award for non-employee directors generally. The RSUs will fully vest on the first anniversary of the date of grant provided Dr. Mihaljevic continues to serve as a director on the vest date. Dr. Mihaljevic will also receive the standard cash compensation for Oracle’s non-employee directors. There are no arrangements or understandings between Dr. Mihaljevic and any other persons pursuant to which he was elected to the Board. Dr. Mihaljevic has no related party transactions with Oracle that are reportable under Item 404(a) of Regulation S-K and has no family relationships with any director, executive officer or nominee for director or executive officer of Oracle.
Dr. Mihaljevic entered into Oracle’s standard form of indemnification agreement pursuant to which Oracle will indemnify him for certain actions taken in his capacity as a director.
Section 7 - Regulation FD
Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure
On May 12, 2026, Oracle issued a press release announcing the appointment of Dr. Mihaljevic to the Board. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information set forth in this Item 7.01 and in the attached Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Section 9 - Financial Statements and Exhibits
Filed exhibits (1)
EX-99.1 (by filename) d76569dex991.htm
EX-99.1
2
d76569dex991.htm
EX-99.1
EX-99.1
Exhibit 99.1
Contact: Ken Bond Deborah Hellinger
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Oracle Investor Relations Oracle Corporate Communications
1.650.607.0349 1.212.508.7935
ken.bond@oracle.com deborah.hellinger@oracle.com
Oracle Names Tomislav Mihaljevic, M.D., to the Board of Directors
AUSTIN, Texas, May 12, 2026 - Oracle Corporation (NYSE: ORCL) today announced that it unanimously elected Dr. Tomislav Mihaljevic to
Oracle’s Board of Directors and increased the size of the Board to 13. The election is effective as of May 6, 2026.
Dr. Mihaljevic is the
Chief Executive Officer and President, Morton L. Mandel CEO Chair, of Cleveland Clinic, a nonprofit multispecialty academic medical center and global integrated healthcare system, a position he has held since January 2018. From 2015 to 2017,
Dr. Mihaljevic served as Chief Executive Officer of Cleveland Clinic Abu Dhabi (CCAD). Prior to that, he was Chief of Staff and Chairman of the Heart & Vascular Institute at CCAD. Dr. Mihaljev…