PeopleSoft Re-elects Incumbent Board Members

Clint Boulton

Updated · Mar 26, 2004

PeopleSoft shareholders selected incumbent members for the company's board of directors in a resounding vote, formally shutting out Oracle's attempt to place its own members on the board.

A preliminary ballot count taken at the annual meeting of stockholders showed that all four board members were re-elected by 95 percent of the votes for the two-year term. Stockholders voted to re-elect CEO and Chairman Craig A. Conway, A. George “Skip” Battle, Frank J. Fanzilli, Jr., and Cyril J. Yansouni, to the PeopleSoft board.

The Pleasanton, Calif. applications company, which has weathered a
protracted battle with Oracle to retain current ownership and leadership, reported that a quorum was present at the meeting, representing 81 percent of outstanding shares.

“We are gratified that PeopleSoft stockholders gave such overwhelming
support for the Board of Directors at our annual meeting,” said PeopleSoft Board Chairman David A. Duffield in a public statement. “The vote clearly indicates that our stockholders recognize the efforts the Board has made to protect and enhance stockholder value.”

After the elections, the remainder of the call included presentations on PeopleSoft's 2003 finances, the ongoing integration of the $1.75 J.D. Edwards acquisition, and fiscal expectations going forward.

Conway was optimistic about PeopleSoft's outlook.

“We are still very, very excited about 2004,” Conway said at the meeting.
“We started 2003 in an economic downturn and we ended the year the second
largest enterprise software company in the world. In 2004, we're looking
forward to capitalizing on that position.”

Matthew Vandall, of institutional investor Chesapeake Partners, asked if the
board would “do the right thing” and approve the Oracle offer for PeopleSoft
assuming the current antitrust issues were resolved.

Current board director Skip Battle said the board would “do the right thing”
but deflected the question by pointing to the DoJ's allegations of antitrust
against Oracle as justification for shooting down the deal.

Oracle earlier
proposed an independent board but pulled its slate when the Department of
Justice blocked
its bid to acquire PeopleSoft.

The vote ends Oracle's attempt to put its own members on the board in the
hopes of persuading shareholders that an acquisition would be benefit the

Meanwhile, Oracle remains embroiled in a battle with the DoJ over PeopleSoft
and both entities are preparing for a showdown in June in the U.S. District
Court in San Francisco. The DoJ is convinced Oracle's bid is anticompetitive
while Oracle believes the regulatory body's view of the enterprise
applications market is too narrow.

In the last few weeks, the DoJ and Oracle have met in
court to discuss case management. Presiding Judge Vaughn R. Walker later allowed
Oracle to see its competitors' case information.

The DoJ, along with Microsoft and German market leader SAP, asked
Walker to protect their trade secrets from Oracle. Walker ruled in
their favor.

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  • Clint Boulton
    Clint Boulton

    Clint Boulton, a senior writer at CIO, covers IT leadership, digital transformation, and the CIO role. He was a content marketer for Dell APEX. Inspire IT leaders with tales about the advantages of multi-cloud infrastructures. Dunning-Kruger bias is something that keeps IT leaders sceptical, but curious nonetheless.

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