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Advisors recommend votes against Oracle board over pay

By Ross Kerber

(Reuters) - Top proxy advisors recommended votes against key directors of software maker Oracle Corp, citing concerns over executive pay.

The recommendations promise to stir up a debate over compensation at the company's annual meeting scheduled for the end of this month.

Institutional Shareholder Services, the largest advisor for institutional investors, recommended "withhold" votes for eight of Oracle's 11 board members in a report released on Tuesday. It also suggested an advisory vote "against" the company's executive pay.

ISS said it recommended withholding the votes against the board members "for failing to provide effective oversight of management on behalf of shareholders" in areas like executive pay practices. Last year, the company's pay for top executives won support from just 41 percent of votes cast, and the company's compensation committee did not respond adequately, according to ISS.

In addition on Tuesday, rival proxy advisor Glass, Lewis & Co released a report that recommended "withhold" votes against five Oracle directors, also citing pay concerns in some cases, and recommended votes "against" the company's executive pay.

A third advisor, Egan-Jones Proxy Services, recommended votes "for" all directors but "against" Oracle's executive pay.

CtW Investment Group, which advises union-affiliated pension funds, has also criticized the company's pay practices and opposed the re-election of compensation committee members.

Citing today's ISS report, CtW Executive Director Dieter Waizenegger said in a statement that "it is clear the board is risking a shareholder revolt at its annual meeting if it doesn't start listening to the company's public owners."

Oracle spokeswoman Deborah Hellinger declined to comment.

Oracle General Counsel Dorian Daley wrote to CtW on October 1, noting last year's pay vote was only advisory and defending the pay of executives like Oracle Chief Executive Larry Ellison, who receives a salary of $1 per year and declined to take a bonus in the most recent fiscal year. ISS calculated that, including stock options, Ellison's total pay was $76.4 million last year.

Both ISS and Glass, Lewis recommended votes "for" Ellison to continue as a director of the company, as did Egan-Jones.

Oracle's annual meeting is scheduled for October 31. ISS is a unit of MSCI Inc.

(Reporting By Ross Kerber; Editing by Carol Bishopric)

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