Oracle late Friday announced the names of five people it wants to join PeopleSoft’s board. PeopleSoft’s stockholders will get a chance to vote for this slate at the company’s 2004 annual meeting, for which no firm date has yet been set.

We believe that the incumbent PeopleSoft board of directors has consistently refused to consider its stockholders’ best interests regarding the Oracle tender offer, an Oracle spokesperson said. We intend to nominate a slate of directors who will exercise independent judgment.

The nominees are: Duke Bristow of UCLA Anderson School of Management, Richard Clemmer, former CEO of PurchasePro.com Inc, Roger Noall, formerly of KeyCorp, Laurence Paul of Laurel Crown Partners LLC, and Artur Raviv of Kellog Graduate School of Management.

PeopleSoft said in a statement: We strongly believe that [Oracle CEO Larry] Ellison’s hand-picked, paid nominees are biased and would have irreconcilable conflicts of interest if elected to PeopleSoft’s board.

Even though the US and European antitrust reviews of Oracle’s proposed takeover have yet to be completed, Oracle was obliged to put forward its slate now to come within a tight deadline set by PeopleSoft in a recent bylaws amendment.

Oracle had made its intention to take over PeopleSoft’s board clear since the early days of its bid, last summer. The firm is currently offering $19.50 per share, a total of $7.3bn, well below PeopleSoft’s current market price.

When the offer was first announced PeopleSoft had seven directors, four of whom are up for re-election this year. However, when PeopleSoft closed the acquisition of JD Edwards & Co in July, it added JDE director Michael Maples to its own board.

This means that in order to secure a majority of voting power on the PeopleSoft board, Oracle has to win PeopleSoft shareholder support for a bylaws amendment that would increase the board size from eight to nine.

Oracle also said Friday it is asking PeopleSoft to put Maples up for election, as he has never been elected by the stockholders. If PeopleSoft does not do so, then Oracle will seek the necessary amendment to expand the board.

PeoplSoft held its 2003 annual meeting in May, and is expected to have this year’s meeting around the same time.

This article is based on material originally published by ComputerWire