UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
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Apple Inc.
Notice of 2017 Annual Meeting of
Shareholders and Proxy Statement
Notice of 2017 Annual Meeting of Shareholders | ||||||
1 Infinite Loop
Cupertino, California 95014 | February 9:00 a.m. Pacific Time | |||||
The Notice of Meeting, Proxy Statement and Annual Report on Form 10-K are available free of charge atinvestor.apple.com. |
Items of Business
(a) | To elect to the Board of Directors the following eight nominees presented by the Board: James Bell, Tim Cook, Al Gore, Bob Iger, Andrea Jung, Art Levinson, Ron Sugar, and Sue Wagner; |
(b) | To ratify the appointment of Ernst & Young LLP as the independent registered public accounting firm for |
(c) | To vote on an advisory resolution to approve executive compensation; |
(d) | To |
(e) | To vote on the shareholder proposals set forth in the proxy statement, if properly presented at the Annual Meeting; and |
(f) | To transact such other business as may properly come before the Annual Meeting and any |
Record Date
Close of business on December 28, 201530, 2016
Sincerely, |
Bruce Sewell Senior Vice President, General Counsel and Secretary |
Cupertino, California January 6, |
Your vote is important. Please exercise your shareholder right to vote.
PROXY STATEMENT SUMMARYTable of Contents
Apple Inc. | 2017 Proxy Statement
This summary highlights the proposals to be acted upon, as well as financial, compensation, and corporate governance information containeddescribed in more detail elsewhere in this Proxy Statement. ThisIn addition, this summary does not contain allprovides a brief description of the information that you should consider, and you should read the entire Proxy Statement and our Annual Report on Form 10-K before voting. Apple’s values.
In this Proxy Statement, the terms “Apple,” “we,” and “our” refer to Apple Inc. Unless otherwise stated, allThe information presented incontained onapple.com is not incorporated by reference into this Proxy Statement is based on Apple’s fiscal calendar.Statement.
2015 FINANCIAL HIGHLIGHTSAnnual Meeting Proposals
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1. | Election of Directors | FOR each of the nominees | ||||||
| ![]() Ratification of Appointment of Independent Registered Public Accounting Firm | FOR | ||||||
3. | Say-on-Pay Advisory Vote to Approve Executive Compensation | FOR | ||||||
| ![]() Say-on-Pay Frequency Advisory Vote on Frequency of Say-on-Pay Votes | 1 YEAR | ||||||
5. | Shareholder Proposal Charitable Giving - Recipients, Intents and Benefits | AGAINST | ||||||
6. | Shareholder Proposal Diversity of Senior Management and the Board | AGAINST | ||||||
7. | Shareholder Proposal Shareholder Proxy Access Amendments | AGAINST | ||||||
8. | Shareholder Proposal Executive Compensation Reform | AGAINST | ||||||
9. | Shareholder Proposal Executives to Retain Significant Stock | AGAINST |
Apple Inc. | 20162017 Proxy Statement Summary | i1
EXECUTIVE COMPENSATIONCompensation and Performance Highlights
For a detailed discussion of our executive compensation program, please see the “Compensation Discussion and Analysis” beginning on page 2428.
2016 Compensation Program
Our executive compensation program is designed to be simple, effective, and link pay to performance, while reflecting the size, scope, and success of this Proxy Statement.Apple’s business, as well as the responsibilities of our executive officers.
Guiding Principles
Team-based approach
Internal equity
Clear performance expectations
Program Design
SimpleThe elements of our program and effective
Emphasis on long-term equity
Strong alignment with shareholder interests
Elements of 2015 Named Executive Officer Compensationhighlights from 2016 are as follows:
Base Salary | • | |
Annual Cash Incentive | • | |
Long-Term Equity Incentives | • |
20152016 Named Executive Officer Target Pay Mix
| Tim Cook has not received an equity award since 2011 | |
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The chart above shows target dollar values for each element of our named executive officers’ 20152016 compensation. Annual cash incentives for 20152016 paid out at 200%89.5% of target. For more information, please see the Summary Compensation Tableannual cash incentive discussion beginning on page 35 of this Proxy Statement.33.
Apple Inc. | 20162017 Proxy Statement Summary | ii2
APPLE VALUES2016 Financial Performance and Annual Cash Incentive Payouts
Apple delivered another year of strong financial results in 2016. However, the two financial measures used to evaluate executive performance under our annual cash incentive program, net sales and operating income, declined from ourrecord-breaking 2015 levels. These results were below the target performance goals set by the Compensation Committee. As a result, the annual cash incentive payouts to our named executive officers were below target.
![]() Net Sales $215.6B | Operating Income
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Learn more about Long-Term Equity Incentives and Total Shareholder Return
Apple Values atapple.comis focused on creating long-term value for our shareholders, and for the three-year period from September 29, 2013 through September 24, 2016, our total shareholder return was 73.6%. Our executive compensation program is weighted considerably toward long-term equity awards. This practice creates a substantial retention incentive, encourages our executive officers to focus on Apple’s long-term success, and aligns with the long-term interests of our shareholders.
The information contained2017 Compensation Program Updates
For 2017, we increased the performance-based component of our long-term equity incentives to 50% of the grant date fair value of the award, placing an even greater emphasis onapple.com is not incorporated by reference into this Proxy Statement. performance-based compensation for our executive officers.
Apple Inc. | 20162017 Proxy Statement Summary | iii3
CORPORATE GOVERNANCECorporate Governance
During the past year, we reached out to many of our shareholders regarding
Apple believes that effective corporate governance matters, including proxy access for director nominations. Based on theseshould include regular constructive discussions Apple adopted proxy access provisions that protect Apple and best serve the interests ofwith our shareholders. ForWe have a detailed discussion ofproactive engagement process that encourages feedback from our Corporate Governance framework, please refer to “Directors, Corporate Governance, and Executive Officers” beginning on page 10 of this Proxy Statement.
Adopted Proxy Access for Director Nominations
Ownership threshold of 3%
Holding period of 3 years
May submit nominees consisting of up to 20% ofshareholders. This feedback helps shape our Board
Up to 20 shareholders may group together to reach 3% ownership threshold
Enhances Strong Shareholder Rights
Majority voting in uncontested elections
Shareholders may call special meetings
Board has no “blank check” authority to issue preferred stock
BOARD OF DIRECTORS AND COMMITTEES
Director Since (calendar year) | Audit | Compensation | Nominating | |||||
James Bell
| 2015 | Member | – | – | ||||
Tim Cook Chief Executive Officer | 2011 | – | – | – | ||||
Al Gore
| 2003 | – | Member | Member | ||||
Bob Iger
| 2011 | – | Member | Chair | ||||
Andrea Jung
| 2008 | – | Chair | Member | ||||
Art Levinson Chairman of the Board | 2000 | Member | – | – | ||||
Ron Sugar
| 2010 | Chair | – | – | ||||
Sue Wagner | 2014 | Member | – | – |
ANNUAL MEETING PROPOSALSgovernance practices, which include:
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Apple Inc. | 2016 Proxy Statement Summary | iv
Board of Directors and Committees
Chair
Member
Age as of Annual Meeting | Director Since (calendar year) | Audit Committee | Compensation Committee | Nominating Committee | ||||||
James Bell
| 68 | 2015 | ![]() | |||||||
Tim Cook Chief Executive Officer
| 56 | 2011 | ||||||||
Al Gore
| 68 | 2003 | ![]() | ![]() | ||||||
Bob Iger
| 66 | 2011 | ![]() | ![]() | ||||||
Andrea Jung
| 58 | 2008 | ![]() | ![]() | ||||||
Art Levinson Chairman of the Board
| 66 | 2000 | ![]() | |||||||
Ron Sugar
| 68 | 2010 | ![]() | |||||||
Sue Wagner
| 55 | 2014 | ![]() |
Apple Inc. | 2016 Proxy Statement
Apple Inc. | 20162017 Proxy Statement | 4
Apple Values
Inclusion and Diversity apple.com/diversity Apple believes diversity is more than one gender, race, or ethnicity. lt is the entire human experience. Our hiring trends over the last three years show steady progress in attracting more women and under-represented minorities. We achieved pay equity in the United States for similar roles and performance, and we are committed to maintaining pay equity. | Accessibility apple.com/accessibility Apple believes that technology should be accessible to everyone. Our products are powerful and affordable assistive devices, with built-in accessibility features such as VoiceOver, SwitchControl, and support for Made for iPhone hearing aids. We received the 2016 Robert S. Bray Award from the American Council of the Blind for continued accessibility innovation across all of our products. | |||
Supplier Responsibility apple.com/supplier-responsibility Apple is committed to providing fair and safe working conditions, creating greater opportunities for workers, and transparently reporting on our efforts at every level of the supply chain. As of December 2016, 100% of smelters/refiners committed to or are participating in third-party assessments for tin, tungsten, tantalum, gold, and cobalt. We conducted 705 supply chain assessments on labor and human rights, health and safety, and environment in 2016, covering over 1.3 million workers in 30 countries. | Education apple.com/education Apple believes education is a fundamental human right and that a quality education should be accessible to all. Our ConnectED program has helped create transformative learning environments in 114 underserved U.S. schools, reaching over 4,000 teachers and 50,000 students. The Apple Teacher program delivers free professional development for educators, and Everyone Can Code provides free materials to learn, write, and teach code. | |||
Privacy and Security apple.com/privacy Security is fundamental to the design of all Apple hardware, software, and services. Apple has been protecting user data for over a decade with SSL and TLS in Safari, File Vault on Mac, and encryption that is built into iOS. We utilize privacy by design to help create the best user experience and we never sell user data. | Environment apple.com/environment Apple takes the same innovative approach to the environment as we do with our products. We use 100% renewable energy in 23 countries, and 93% of the electricity in 2015 for our global operations comes from renewable sources. In 2015, over 99% of the virgin paper used in our product packaging came from sustainably managed forests or controlled wood sources. |
Apple Inc. | 2017 Proxy Statement | 5
GENERAL INFORMATIONFrequently Asked Questions
2017 Annual Meeting of Shareholders | ||||||
When: | February 28, 2017 9:00 a.m. Pacific Time Admission will begin at 7:30 a.m. Pacific Time | |||||
Where: | 1 Infinite Loop Town Hall (Building 4) Cupertino, California 95014 | |||||
Record Date: | December 30, 2016 | |||||
Bring: | • Valid photo identification, such as a driver’s license or passport • Proof of stock ownership as of the Record Date | |||||
The use of mobile phones, pagers, recording or photographic equipment, tablets, or computers is not permitted at the Annual Meeting. |
General
Why am I receiving these materials?
You are invited to attend Apple’s 2017 Annual Meeting of Shareholders and vote on the proposals described in this Proxy Statement because you were an Apple has prepared these materials for ourshareholder on December 30, 2016 annual meeting of shareholders (the “Annual Meeting”“Record Date”) to be held on Friday, February 26, 2016 at 9:00 a.m. Pacific Time.. Apple is soliciting proxies for use at the Annual Meeting, including any postponements or adjournments.
The Annual Meeting will be held in Building 4 (Town Hall) of Apple’s principal executive offices located at 1 Infinite Loop, Cupertino, California, 95014. You are invited to attendEven if you plan on attending the Annual Meeting and requestedin person, we encourage you to vote onyour shares in advance using one of the proposalsmethods described in this proxy statement (the “Proxy Statement”).Proxy Statement to ensure that your vote will be represented at the Annual Meeting.
These materials were first sent or made available to shareholders on January 6, 2016.2017.
What is included in these proxy materials?
• | The Notice of |
• | This Proxy Statement for the Annual Meeting |
• | Apple’s Annual Report on Form 10-K for the year ended September |
If you requested printed versions by mail, these printed proxy materials also include the proxy card or voting instruction form for the Annual Meeting.
Apple Inc. | 2017 Proxy Statement | 6
Why did I receive a one-page notice in the mail regarding the Internetinternet availability of proxy materials instead of a full set of proxy materials?
In accordance with SEC rules, Apple uses the Internetinternet as the primary means of furnishing proxy materials to shareholders. Accordingly, weWe are sending a Notice of Internet Availability of Proxy Materials (the “Notice”“Notice of Internet Availability”) to our shareholders with instructions on how to access the proxy materials over the Internetonline or request a printed copy of the materials, and for voting over the Internet.materials.
Shareholders may follow the instructions in the Notice of Internet Availability to elect to receive future proxy materials in print by mail or electronically by email. We encourage shareholders to take advantage of the availability of the proxy materials on the Internetonline to help reduce the environmental impact of our annual meetings, and reduce the cost to Apple associated with theApple’s printing and mailing of materials.costs.
Apple’s proxy materials are also available atinvestor.apple.com. This website address is included for reference only. The information contained on Apple’s website is not incorporated by reference into this Proxy Statement.
What items will be voted on at the Annual Meeting?
There are eight items that shareholders may vote on at the Annual Meeting:
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Will any other business be conducted at the meeting?
Other than the proposals referred to in this Proxy Statement, Apple knows of no other matters to be submitted to the shareholders at the Annual Meeting. If any other matters properly come before the shareholders at the Annual Meeting, it is the intention of the persons named on the proxy to vote upon such matters in accordance with their best judgment.
What are the Board’s voting recommendations?
The Board recommends that you vote your shares:
• “FOR” election of each of the nominees named in this Proxy Statement to the Board (Proposal No. 1);
• “FOR” ratification of the appointment of Ernst & Young LLP as Apple’s independent registered public accounting firm for 2016 (Proposal No. 2);
• “FOR” approval of the advisory resolution to approve Apple’s executive compensation (Proposal No. 3);
• “FOR” approval of the amended and restated Apple Inc. 2014 Employee Stock Plan (Proposal No. 4); and
• “AGAINST” each of the proposals submitted by shareholders (Proposals No. 5 through No. 8).
Who may vote at the Annual Meeting?
Each share of Apple’s common stock has one vote on each matter. Only shareholders of record as of the close of business on December 28, 2015 (the “Record Date”) are entitled to receive notice of, to attend, and to vote at the Annual Meeting. As of the Record Date, there were 5,544,487,000 shares of Apple’s common stock issued and outstanding, held by 26,000 holders of record. In addition to shareholders of record of Apple’s common stock, beneficial owners of shares held in street name as of the Record Date can vote using the methods described below.
Apple Inc. | 2016 Proxy Statement | 2
What is the difference between a shareholder of record and a beneficial owner of shares held in street name?
Shareholder of Record. If your shares are registered directly in your name with Apple’s transfer agent, Computershare Trust Company, N.A. (“Computershare”), you are the shareholder of record with respect to those shares, and the Notice was sent directly to you by Apple.
Beneficial Owner of Shares Held in Street Name. If your shares are held in an account at a brokerage firm, bank, broker-dealer, or other similar organization, then you are the “beneficial owner” of shares held in “street name,” and a Notice was forwarded to you by that organization. As a beneficial owner, you have the right to instruct your broker, bank, trustee, or nominee how to vote your shares.
If I am a shareholder of record of Apple’s shares, how do I vote?
If you are a shareholder of record, there are four ways to vote:
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If I am a beneficial owner of shares held in street name, how do I vote?
If you are a beneficial owner of shares held in street name, there are four ways to vote:
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You must bring a copy of the legal proxy to the Annual Meeting and ask for a ballot from an usher when you arrive. You must also bring valid photo identification such as a driver’s license or passport. In order for your vote to be counted, you must hand both the copy of the legal proxy and your completed ballot to an usher to be provided to the inspector of election.
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What is the quorum requirement for the Annual Meeting?
A majority of the shares entitled to vote at the Annual Meeting must be present at the Annual Meeting in person or by proxy for the transaction of business. This is called a quorum. Your shares will be counted for purposes of determining if there is a quorum if you:
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If a quorum is not present, we may propose to adjourn the Annual Meeting to solicit additional proxies.
How are proxies voted?
All shares represented by valid proxies received prior to the taking of the vote at the Annual Meeting will be voted and, where a shareholder specifies by means of the proxy a choice with respect to any matter to be acted upon, the shares will be voted in accordance with the shareholder’s instructions.
What happens if I do not give specific voting instructions?
Shareholders of Record. If you are a shareholder of record and you:
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then the persons named as proxy holders, Luca Maestri and Bruce Sewell, will vote your shares in the manner recommended by the Board on all matters presented in this Proxy Statement and as the proxy holders may determine in their discretion with respect to any other matters properly presented for a vote at the Annual Meeting.
Beneficial Owners of Shares Held in Street Name.If you are a beneficial owner of shares held in street name and do not provide the organization that holds your shares with specific voting instructions then, under applicable rules, the organization that holds your shares may generally vote your shares in their discretion on “routine” matters but cannot vote on “non-routine” matters. If the organization that holds your shares does not receive instructions from you on how to vote your shares on a non-routine matter, that organization will inform the inspector of election that it does not have the authority to vote on this matter with respect to your shares. This is generally referred to as a “broker non-vote.”
Apple Inc. | 2016 Proxy Statement | 4
Which proposals are considered “routine” or “non-routine”?
The ratification of the appointment of Ernst & Young LLP as Apple’s independent registered public accounting firm for 2016 (Proposal No. 2) is considered a routine matter under applicable rules. A broker or other nominee may generally vote on routine matters, and therefore no broker non-votes are expected in connection with Proposal No. 2.
Each of the other proposals, including the election of directors (Proposal No. 1), the advisory resolution approving Apple’s executive compensation (Proposal No. 3), the proposal to approve the amended and restated Apple Inc. 2014 Employee Stock Plan (Proposal No. 4), and each of the shareholder proposals (Proposals No. 5 through No. 8), are considered non-routine matters under applicable rules. A broker or other nominee cannot vote without instructions on non-routine matters, and therefore broker non-votes may exist in connection with Proposal No. 1 and Proposals No. 3 through No. 8.
What is the voting requirement to approve each of the proposals?
With respect to the election of directors (Proposal No. 1), Apple’s bylaws provide that in an uncontested election of directors the affirmative vote of (i) a majority of the shares present or represented by proxy and voting at the Annual Meeting and (ii) a majority of the shares required to constitute a quorum is required to elect a director.
An “uncontested election of directors” means an election of directors in which, at the expiration of the later of the time fixed for nomination of director candidates pursuant to the advance notice and proxy access provisions in Apple’s bylaws, the number of candidates for election does not exceed the number of directors to be elected by the shareholders at that election. Also, under Apple’s bylaws, the term of any incumbent director who (1) does not receive the affirmative vote of (i) a majority of the shares present or represented by proxy and voting at the Annual Meeting and (ii) a majority of the shares required to constitute a quorum, and (2) has not earlier resigned, will end on the date that is the earlier of (a) 90 days after the date on which the voting results for the Annual Meeting are determined by the inspector of election, or (b) the date on which the Board selects a person to fill the office held by that director in accordance with Apple’s bylaws.
Approval of Proposals No. 2 through No. 8 requires, in each case, the affirmative vote of (i) a majority of the shares present or represented by proxy and voting at the Annual Meeting and (ii) a majority of the shares required to constitute a quorum.
How are broker non-votes and abstentions treated?
Broker non-votes and abstentions are counted for purposes of determining whether a quorum is present. Only “FOR” and “AGAINST” votes are counted for purposes of determining the votes received in connection with each proposal. Broker non-votes and abstentions will have no effect on determining whether the affirmative vote constitutes a majority of the shares present or represented by proxy and voting at the Annual Meeting. However, in each case, the affirmative vote of a majority of the shares necessary to constitute a quorum is also required for approval, and therefore broker non-votes and abstentions could prevent the election of a director or the approval of a proposal because they do not count as affirmative votes.
Apple Inc. | 2016 Proxy Statement | 5
In order to minimize the number of broker non-votes, Apple encourages you to provide voting instructions on each proposal to the organization that holds your shares by carefully following the instructions provided in the Notice and the voting instruction form.
Can I change my vote after I have voted?
You may revoke your proxy and change your vote at any time before the taking of the vote at the Annual Meeting. Prior to the applicable cutoff time, you may change your vote using the Internet or telephone methods described above, in which case only your latest Internet or telephone proxy submitted prior to the Annual Meeting will be counted. You may also revoke your proxy and change your vote by signing and returning a new proxy card or voting instruction form dated as of a later date, or by attending the Annual Meeting and voting in person. However, your attendance at the Annual Meeting will not automatically revoke your proxy unless you properly vote at the Annual Meeting or specifically request that your prior proxy be revoked by delivering a written notice of revocation to Apple’s Secretary at 1 Infinite Loop,MS: 301-4GC, Cupertino, California 95014, prior to the Annual Meeting.
Is my vote confidential?
Proxy instructions, ballots and voting tabulations that identify individual shareholders are handled in a manner that protects your voting privacy. Your vote will not be disclosed either within Apple or to third parties, except:
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If you write comments on your proxy card or ballot, the proxy card or ballot may be forwarded to Apple’s management and the Board to review your comments.
Who will serve as the inspector of election?
A representative from Computershare will serve as the inspector of election.
Where can I find the voting results of the Annual Meeting?
Preliminary voting results will be announced at the Annual Meeting. Final voting results will be tallied by the inspector of election after the taking of the vote at the Annual Meeting. Apple will publish the final voting results in a Current Report on Form 8-K within four business days following the Annual Meeting.
What is the deadline to propose matters for consideration at the 2017 annual meeting of shareholders?
Proposals to Be Considered for Inclusion in Apple’s Proxy Materials. A proposal that a shareholder intends to present at the 2017 annual meeting of shareholders and wishes to be considered for inclusion in
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Apple’s proxy materials must be received no later than September 8, 2016. All proposals must comply with Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Other Proposals to Be Brought Before the 2017 Annual Meeting of Shareholders. Notice of any proposal that a shareholder intends to present at the 2017 annual meeting of shareholders, but does not intend to have included in Apple’s proxy materials, must be received no earlier than October 29, 2016, and no later than November 28, 2016. The notice must be submitted by a shareholder of record and must set forth the information required by Apple’s bylaws. If you are a beneficial owner of shares held in street name, you can contact the organization that holds your shares for information about how to register your shares directly in your name as a shareholder of record.
What is the deadline to nominate individuals for election as directors at the 2017 annual meeting of shareholders?
Director Nominations for Inclusion in Apple’s Proxy Materials (Proxy Access).We recently amended Apple’s bylaws to permit a shareholder, or group of up to 20 shareholders, owning continuously for at least three years shares of Apple stock representing an aggregate of at least 3% of our outstanding shares, to nominate and include in Apple’s proxy materials director nominees constituting up to 20% of Apple’s Board, provided that the shareholder(s) and nominee(s) satisfy the requirements in Apple’s bylaws. Notice of proxy access director nominees must be received no earlier than August 9, 2016, and no later than September 8, 2016.
Director Nominations to Be Brought Before the 2017 Annual Meeting of Shareholders.Director nominations that a shareholder intends to present at the 2017 annual meeting of shareholders, but does not intend to have included in Apple’s proxy materials, must be received no earlier than October 29, 2016 and no later than November 28, 2016. The notice must be submitted by a shareholder of record and must set forth the information required by Apple’s bylaws. If you are a beneficial owner of shares held in street name, you can contact the organization that holds your shares for information about how to register your shares directly in your name as a shareholder of record.
Where should I send proposals and director nominations for the 2017 annual meeting of shareholders?
Shareholder proposals and director nominations must be delivered to Apple’s Secretary by mail at 1 Infinite Loop, MS: 301-4GC, Cupertino, California 95014, or by email atshareholderproposal@apple.com and received by Apple’s Secretary by the dates set forth above.
I share an address with another shareholder, and we received only one paper copy of the proxy materials. How can I obtain an additional copy of the proxy materials?
Apple has adopted an SEC-approveda procedure called “householding.” Under this procedure, Apple may deliver a single copy of the Notice of Internet Availability and, if applicable,you requested printed versions by mail, this Proxy Statement and the Annual Report to multiple shareholders who share the same address, unless Apple has received contrary instructions from one or more of the shareholders. This procedure reduces the environmental impact of Apple’sour annual meetings, and reduces Apple’s printing and mailing costs. Shareholders who participate in householding will continue to receive separate proxy cards. Upon written or oral request, Apple will deliver promptly a separate copy of the Notice of Internet Availability and, if applicable,you requested printed versions by mail, this Proxy Statement and the Annual Report to any shareholder at a shared addressthat elects not to which Apple delivered a single copy of any of these documents.participate in householding.
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To receive, free of charge, a separate copy of the Notice of Internet Availability and, if applicable,you requested printed versions by mail, this Proxy Statement or the Annual Report, or separate copies of any future notice, proxy statement, or annual report, shareholdersyou may write or call Apple at the following:following email address, physical address, or phone number:
investor_relations@apple.com
Apple Investor Relations
1 Infinite Loop MS: 301-4IR
Cupertino, California 95014
(408) 974-3123
If you are receiving more than one copy of the proxy materials at a single address and would like to participate in householding, please contact Apple usingat the mailingemail address, andphysical address, or phone number above. Shareholders who hold shares in “street name” may contact their brokerage firm, bank, broker-dealer, or other similar organization to request information about householding.
What is Apple’s fiscal year?the quorum requirement for the Annual Meeting?
Apple’s fiscal yearHolders of a majority of the shares entitled to vote at the Annual Meeting must be present at the Annual Meeting in person or by proxy for the transaction of business. This is the 52- or 53-week period that ends on the last Saturdaycalled a quorum. Your shares will be counted for purposes of September. Unless otherwise stated, all information presented in thisdetermining if there is a quorum if:
• | You are entitled to vote and you are present in person at the Annual Meeting; or |
• | You have properly voted by proxy online, by phone or by submitting a proxy card or voting instruction form by mail. |
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Broker non-votes and abstentions are counted for purposes of determining whether a quorum is based onpresent. If a quorum is not present, we may propose to adjourn the Annual Meeting to solicit additional proxies and reconvene the Annual Meeting at a later date.
Who will serve as the inspector of election?
A representative from Apple’s fiscal calendar.transfer agent, Computershare Trust Company, N.A. (“Computershare”), will serve as the inspector of election.
Who is paying the costs of this proxy solicitation?
Apple is paying the costs of the solicitation of proxies. Apple has retained Georgeson Inc.LLC to assist in the distribution of proxy materials and the solicitation of proxies from brokerage firms, banks, broker-dealers, and other similar organizations representing beneficial owners of shares for the Annual Meeting. We have agreed to pay Georgeson Inc. a fee of approximately $15,000 plus out-of-pocket expenses. Georgeson Inc.You may be contactedcontact Georgeson at (866) 828-4304.
Apple must also pay brokerage firms, banks, broker-dealers, and other similar organizations representing beneficial owners certain fees associated with:
• | Forwarding the Notice of Internet Availability to beneficial owners; |
• | Forwarding printed proxy materials by mail to beneficial owners who specifically request them; and |
• | Obtaining beneficial owners’ voting instructions. |
In addition to solicitations by mail, the proxy solicitor and Apple’s directors, officers, and employees, without additional compensation, may solicit proxies on Apple’s behalf in person, by telephone,phone, or by electronic communication.
Where are Apple’s principal executive offices located and what is Apple’s main telephonephone number?
Apple’s principal executive offices are located at 1 Infinite Loop, Cupertino, California 95014. Apple’s main telephonephone number is (408) 996-1010.
What is Apple’s fiscal year?
Apple’s fiscal year is the 52- or 53-week period that ends on the last Saturday of September. Unless otherwise stated, all information presented in this Proxy Statement is based on Apple’s fiscal calendar.
Voting
Who may vote at the Annual Meeting?
Each share of Apple’s common stock has one vote on each matter. Only “shareholders of record” as of the close of business on the Record Date are entitled to attend and vote at the Annual Meeting. As of the Record Date, there were 5,257,816,000 shares of Apple’s common stock issued and outstanding, held by 26,000 shareholders of record. In addition to shareholders of record of Apple’s common stock, “beneficial owners of shares held in street name” as of the Record Date can vote using the methods described below.
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How can I attendWhat is the Annual Meeting?difference between a “shareholder of record” and a “beneficial owner of shares held in street name”?
OnlyShareholder of Record. If your shares are registered directly in your name with Computershare, you are the shareholder of record with respect to those shares.
Beneficial Owner of Shares Held in Street Name. If your shares are held in an account at a brokerage firm, bank, broker-dealer, or other similar organization, then you are the “beneficial owner of shares held in street name.” As a beneficial owner, you have the right to instruct your broker, bank, trustee, or nominee how to vote your shares. Most individual shareholders asare beneficial owners of the Record Dateshares held in street name.
If I am a shareholder of record, how do I vote?
If you are entitleda shareholder of record, there are four ways to attend the Annual Meeting. Admission will be on a first-come, first-served basis. Admission will begin at 7:30 a.m. Pacific Time on the Annual Meeting date. Each shareholder must present valid photo identification such as a driver’s license or passport and, if asked, provide proof of stock ownership as of the Record Date. The use of mobile phones, pagers, recording or photographic equipment, tablets, or computers is not permitted at the Annual Meeting.vote:
• | In Person. You may vote in person at the Annual Meeting by requesting a ballot from an usher when you arrive. |
• | Online. You may vote by proxy by visitinginvestorvote.com/AAPL and following the instructions provided in the Notice of Internet Availability. |
• | Phone. If you request printed copies of the proxy materials by mail, you will receive a proxy card and you may vote by proxy by calling the toll free number found on the proxy card. |
• | Mail. If you request printed copies of the proxy materials by mail, you will receive a proxy card and you may vote by proxy by filling out the proxy card and returning it in the envelope provided. |
Even if you plan on attending the Annual Meeting in person, we encourage you to vote your shares in advance using one of the methods outlined in this Proxy Statementonline, by phone, or by mail to ensure that your vote will be represented at the Annual Meeting.
If I am a beneficial owner of shares held in street name, how do I vote?
If you are a beneficial owner of shares held in street name, there are four ways to vote:
• | In Person. If you are a beneficial owner of shares held in street name and wish to vote in person at the Annual Meeting, you must obtain a “legal proxy” from the organization that holds your shares. A legal proxy is a written document that authorizes you to vote your shares held in street name at the Annual Meeting. Please contact the organization that holds your shares for instructions regarding obtaining a legal proxy. |
You must bring a copy of the legal proxy to the Annual Meeting and ask for a ballot from an usher when you arrive. In order for your vote to be counted, you must hand both the copy of the legal proxy and your completed ballot to an usher to be provided to the inspector of election.
• | Online. You may vote by proxy by visitingproxyvote.com and entering the control number found in your Notice of Internet Availability. The availability of online voting may depend on the voting process of the organization that holds your shares. |
• | Phone. If you request printed copies of the proxy materials by mail, you will receive a voting instruction form and you may vote by proxy by calling the toll free number found on the voting instruction form. The availability of phone voting may depend on the voting process of the organization that holds your shares. |
• | Mail. If you request printed copies of the proxy materials by mail, you will receive a voting instruction form and you may vote by proxy by filling out the voting instruction form and returning it in the envelope provided. |
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DIRECTORS, CORPORATE GOVERNANCE AND EXECUTIVE OFFICERSHow are proxies voted?
All shares represented by valid proxies received prior to the taking of the vote at the Annual Meeting will be voted and, where a shareholder specifies by means of the proxy a choice with respect to any matter to be acted upon, the shares will be voted in accordance with the shareholder’s instructions.
DirectorsCan I change my vote after I have voted?
Listed belowYou may revoke your proxy and change your vote at any time before the taking of the vote at the Annual Meeting.
• | In Person. You may revoke your proxy and change your vote by attending the Annual Meeting and voting in person. However, your attendance at the Annual Meeting will not automatically revoke your proxy unless you properly vote at the Annual Meeting or specifically request that your prior proxy be revoked by delivering a written notice of revocation prior to the Annual Meeting to Apple’s Secretary at 1 Infinite Loop, MS: 301-4GC, Cupertino, California 95014. |
• | Online. You may change your vote using the online voting method described above, in which case only your latest internet proxy submitted prior to the Annual Meeting will be counted. |
• | Phone. You may change your vote using the phone voting method described above, in which case only your latest telephone proxy submitted prior to the Annual Meeting will be counted. |
• | Mail. You may revoke your proxy and change your vote by signing and returning a new proxy card or voting instruction form dated as of a later date, in which case only your latest proxy card or voting instruction form received prior to the Annual Meeting will be counted. |
What happens if I do not give specific voting instructions?
Shareholders of Record. If you are a shareholder of record and you:
• | Indicate when voting online or by phone that you wish to vote as recommended by the Board; or |
• | Sign and return a proxy card without giving specific voting instructions, |
then the eight nomineespersons named as proxy holders, Luca Maestri and Bruce Sewell, will vote your shares in the manner recommended by the Board on all matters presented in this Proxy Statement and as they may determine in their best judgment with respect to any other matters properly presented for a vote at the Annual Meeting.
Beneficial Owners of Shares Held in Street Name. If you are a beneficial owner of shares held in street name and do not provide the organization that holds your shares with specific voting instructions, then the organization that holds your shares may generally vote your shares in their discretion on “routine” matters, but cannot vote on “non-routine” matters.
Which proposals are considered “routine” or “non-routine”?
The following proposal is considered a routine matter:
• | The ratification of the appointment of Ernst & Young LLP as Apple’s independent registered public accounting firm for 2017 (Proposal No. 2). |
A broker or other nominee may generally vote in their discretion on routine matters, and therefore no broker non-votes are expected in connection with Proposal No. 2.
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The following proposals are considered non-routine matters:
• | Election of directors (Proposal No. 1); |
• | Advisory resolution to approve executive compensation (Proposal No. 3); |
• | Advisory vote on the frequency of advisory votes on executive compensation (Proposal No. 4); and |
• | Each of shareholder proposals No. 5 through No. 9. |
If the organization that holds your shares does not receive instructions from you on how to vote your shares on a non-routine matter, that organization will inform the inspector of election that it does not have the authority to vote on the matter with respect to your shares. This is generally referred to as a “broker non-vote.” Therefore, broker non-votes may exist in connection with Proposal No. 1 and Proposals No. 3 through No. 9.
What is the voting requirement to approve each of the proposals?
With respect to the election of directors (Proposal No. 1), Apple’s bylaws provide that, in an uncontested election of directors, the affirmative vote of (i) a majority of the shares present or represented by proxy and voting at the Annual Meeting and (ii) a majority of the shares required to constitute a quorum is required to elect a director. An “uncontested election of directors” means an election of directors in which the number of candidates for election does not exceed the number of directors to be elected by the shareholders at that election.
Approval of Proposal No. 2, Proposal No. 3, and Proposals No. 5 through No. 9 requires, in each case, the affirmative vote of both (i) a majority of the shares present or represented by proxy and voting at the Annual Meeting and (ii) a majority of the shares required to constitute a quorum.
A plurality of the votes cast for Proposal No. 4 will be considered the shareholders’ preferred frequency for holding an advisory vote on executive compensation.
How are broker non-votes and abstentions treated?
Broker non-votes and abstentions are counted for purposes of determining whether a quorum is present. Only “FOR” and “AGAINST” votes are counted for purposes of determining the votes received in connection with each proposal (or, in the case of Proposal No. 4, votes for “1 Year,” “2 Years,” and “3 Years”). Broker non-votes and abstentions will have no effect on determining whether the affirmative vote constitutes a majority of the shares present or represented by proxy and voting at the Annual Meeting (or, in the case of Proposal No. 4, whether the vote for “1 Year,” “2 Years,” or “3 Years” constitutes a plurality of the shares voted on the proposal).
In addition, for each proposal other than Proposal No. 4, the affirmative vote equal to a majority of the shares necessary to constitute a quorum is also required for approval. Therefore, broker non-votes and abstentions could prevent the election of a director or the approval of a proposal because they do not count as affirmative votes.
Is my vote confidential?
Proxy instructions, ballots, and voting tabulations that identify individual shareholders are handled in a manner that protects your voting privacy. Apple will not disclose the proxy instructions or ballots of individual shareholders, except:
• | To allow for the tabulation and certification of votes; |
• | To facilitate a successful proxy solicitation; |
• | To assert claims for Apple; |
• | To defend claims against Apple; and |
• | As necessary to meet applicable legal requirements. |
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If you write comments on your proxy card or ballot, the proxy card or ballot may be forwarded to Apple’s management and the Board to review your comments.
Where can I find the voting results of the Annual Meeting?
Preliminary voting results will be announced at the Annual Meeting. Final voting results will be tallied by the inspector of election after the taking of the vote at the Annual Meeting. Apple will publish the final voting results in a Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) within four business days following the Annual Meeting.
Director Nominations and Other Matters for the 2018 Annual Meeting of Shareholders
What is the deadline to propose matters for inclusion in the proxy materials for the 2018 annual meeting of shareholders?
The proposal must be received on or prior to September 8, 2017. All proposals must comply with Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
What is the deadline to propose matters for consideration at the 2018 annual meeting of shareholders, but not for inclusion in the proxy materials?
The proposal must be received not earlier than the close of business on October 31, 2017 and not later than the close of business on November 30, 2017. The proposal must be submitted by a shareholder of record and must set forth the information required by Apple’s bylaws. If you are a beneficial owner of shares held in street name, you can contact the organization that holds your shares for information about how to register your shares directly in your name as a shareholder of record.
What is the deadline to nominate individuals for election as directors at the 2018 annual meeting of shareholders using proxy access?
A shareholder, or group of up to 20 shareholders, that has owned continuously for at least three years shares of Apple stock representing an aggregate of at least 3% of our outstanding shares, may nominate and include in Apple’s proxy materials director nominees constituting up to 20% of Apple’s Board, provided that the shareholder(s) and nominee(s) satisfy the requirements in Apple’s bylaws. Notice of proxy access director nominees must be received not earlier than the close of business on August 9, 2017 and not later than the close of business on September 8, 2017.
What is the deadline to nominate individuals for election as directors at the 2018 annual meeting of shareholders, but not included in the proxy materials?
Director nominations that a shareholder intends to present at the 2018 annual meeting of shareholders, but does not intend to have included in Apple’s proxy materials, must be received not earlier than the close of business on October 31, 2017 and not later than the close of business on November 30, 2017. Notice of director eachnominations must be submitted by a shareholder of whom serves onrecord and must set forth the Board. In this section (“information required by Apple’s bylaws. If you are a beneficial owner of shares held in street name, you can contact the organization that holds your shares for information about how to register your shares directly in your name as a shareholder of record.
Where do I send proposals and director nominations for the 2018 annual meeting of shareholders?
Proposals and director nominations must be sent either by mail to Apple’s Secretary at 1 Infinite Loop, MS: 301-4GC, Cupertino, California 95014, or by email toshareholderproposal@apple.com.
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Directors, Corporate Governance, and Executive Officers—Directors”), references to particular years refer to the calendar year.Officers
Name | Age as of the Annual Meeting | Director Since | ||||||
James Bell | 67 | 2015 | ||||||
Tim Cook, Chief Executive Officer | 55 | 2011 | ||||||
Al Gore | 67 | 2003 | ||||||
Bob Iger | 65 | 2011 | ||||||
Andrea Jung | 57 | 2008 | ||||||
Art Levinson, Chairman of the Board | 65 | 2000 | ||||||
Ron Sugar | 67 | 2010 | ||||||
Sue Wagner | 54 | 2014 |
TheApple’s Board consists of a diverse group of leaders in their respective fields. Most of our directors have senior leadership experience at major domestic and multinational companies. In these positions, they have gained significant and diverse management experience, including strategic and financial planning, public company financial reporting, compliance, risk management and leadership development. They also have experience serving as executive officers, or on boards of directors and board committees, of other public companies, and have an understanding of corporate governance practices and trends. In addition, many of our directors have experience as directors or trustees of significant academic, research, nonprofit, and philanthropic institutions, and bring unique perspectives to the Board.
The Board and its Nominating and Corporate Governance Committee (the “Nominating Committee”) believe the skills, qualities, attributes, and experience of our directors provide Apple with business acumen and a diverse range of perspectives to engage each other and management to address effectively Apple’s evolving needs and represent the best interests of Apple’s shareholders.
The Nominating Committee considers candidates for director who are recommended by its members, by other Board members, by shareholders, and by management, as well as those identified by a third-party search firm retained to assist in identifying and evaluating possible candidates. In evaluating potential nominees to the Board, the Nominating Committee considers, among other things, independence, character, ability to exercise sound judgment, diversity, age, demonstrated leadership, skills, including financial literacy, and experience in the context of the needs of the Board. The Nominating Committee is committed to actively seeking out highly qualified women and individuals from minority groups to include in the pool from which Board nominees are chosen. The Nominating Committee considers candidates
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proposed recommended by shareholders and evaluates them using the same criteria as for other candidates recommended by its members, other members of the Board, or other persons.
In addition, in 2015, the Board adopted amendments to our bylaws provide forto implement proxy access for director nominations by shareholders.access. A shareholder, or group of up to 20 shareholders, owning continuously for at least three years shares of Apple stock representing an aggregate of at least 3% of our outstanding shares, may nominate and include in Apple’s proxy materials director nominees constituting up to 20% of Apple’s Board, provided that the shareholder(s) and nominee(s) satisfy the requirements in the bylaws. In December 2016, the Board adopted additional amendments to our bylaws to enhance our proxy access framework and make it easier for shareholders to nominate proxy access candidates. For example:
• | Apple no longer requires shareholders who nominate a proxy access candidate to recall loaned shares and hold them through the annual meeting. Ownership of loaned shares is deemed to continue if the shareholder(s) has the power to recall the loaned shares on five business days’ notice. |
• | Apple increased the availability of proxy access by limiting the circumstances under which the maximum number of proxy access candidates is reduced. For example, Apple no longer reduces the number of proxy access candidates when an incumbent director was nominated through proxy access in the last two years and is subsequently supported by the Board for re-election. |
• | Shareholders may now re-nominate a proxy access candidate regardless of the level of support received at the annual meeting. |
• | Apple has extended the deadline by which nominating shareholders and proxy access candidates must provide certain information to Apple to ten business days from five business days. |
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• | Apple has narrowed the scope of a nominating shareholder’s indemnification obligations to legal and regulatory violations arising out of a nominating shareholder’s actions or communications with Apple shareholders or out of information provided by a nominating shareholder to Apple. |
• | Apple has limited the discretion of the Board to unilaterally interpret the proxy access provisions. |
Biographical Information for Our Director Nominees
The biographies below describe the skills, qualities, attributes, and experience of the nominees that led the Board and the Nominating Committee to determine that it is appropriate to nominate these directors. Each of the eight nominees currently serves on the Board. In this section (“Directors, Corporate Governance, and Executive Officers—Directors”), references to particular years refer to the calendar year.
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Art Levinson
66 years old
Director since 2000
Chairman of the Board
Audit Committee
Art Levinson has served as the Chief Executive Officer of Calico, a company focused on health, aging, and well-being, since September 2013.
Dr. Levinson previously served as Chief Executive Officer of Genentech, Inc., a medical drug developer, from July 1995 to April 2009, and served as Genentech’s Chairman from September 1999 to September 2014.
Among other qualifications, Dr. Levinson brings to the Board executive leadership experience, including his service as a chairman and chief executive officer of a large international public company, along with extensive financial expertise and brand marketing experience.
Former Public Company Directorships
Within the Last Five Years
Amyris, Inc.
F. Hoffman-La Roche Ltd.
Selected Directorships and Memberships
Board of Directors, Broad Institute of Harvard and MIT
Board of Scientific Consultants, Memorial Sloan Kettering Cancer Center
Industrial Advisory Board, California Institute for Quantitative Biomedical Research
Advisory Council for the Lewis-Sigler Institute for Integrative Genomics
Advisory Council for the Princeton University Department of Molecular Biology
Tim Cook
56 years old
Director since 2011
Chief Executive Officer
Tim Cook has been Apple’s Chief Executive Officer since August 2011 and was previously Apple’s Chief Operating Officer since October 2005.
Mr. Cook joined Apple in March 1998 and served as Executive Vice President, Worldwide Sales and Operations from 2002 to 2005. From 2000 to 2002, Mr. Cook served as Senior Vice President, Worldwide Operations, Sales, Service and Support. From 1998 to 2000, Mr. Cook served as Senior Vice President, Worldwide Operations.
Among other qualifications, Mr. Cook brings to the Board extensive executive leadership experience in the technology industry, including the management of worldwide operations, sales, service, and support.
Other Current Public Company Directorships
NIKE, Inc.
Selected Directorships and Memberships
Board of Directors, The National Football Foundation & College Hall of Fame, Inc.
Board of Trustees, Duke University
Board of Directors, Robert F. Kennedy Center for Justice and Human Rights
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James Bell
68 years old
Director since 2015
Audit Committee
James Bell is the retired Executive Vice President, Corporate President and Chief Financial Officer of The Boeing Company, an aerospace company.
Mr. Bell served in this roleas Boeing’s CFO from 2008 to February 2012, having previously served as Executive Vice President, Finance and Chief Financial Officer, from 2003 to 2008, and as Senior Vice President of Finance and Corporate Controller from 2000 to 2003. From 1992 to 2000, Mr. Bell held a series of positions with increasing responsibility at Boeing. Mr. Bell has served as a director of The Dow Chemical Company since December 2005, where he is the Chairman of the Audit Committee and a member of the Governance Committee, as a director of JPMorgan Chase & Co. since November 2011, where he serves as a member of the Audit Committee, and as a director of CDW Corporation since March 2015, where he serves as a member of the Audit Committee and the Nominating and Corporate Governance Committee. Mr. Bell also serves on the board of trustees for Rush University Medical Center.
Among other qualifications, Mr. Bell brings to the Board financial and accounting expertise as a former chief financial officer of a large international public company, experience in strategic planning and leadership of complex organizations, and a global business perspective from his service on other boards.
Other Current Public Company Directorships
The Dow Chemical Company
JPMorgan Chase & Co.
CDW Corporation
Selected Directorships and Memberships
Board of Trustees, Rush University Medical Center
Al Gore
68 years old
Director since 2003
Compensation Committee
Tim Cook has been Apple’s Chief Executive Officer since August 2011 and was previously Apple’s Chief Operating Officer since October 2005. Mr. Cook joined Apple in March 1998 and served as Executive Vice President, Worldwide Sales and Operations from 2002 to 2005. In 2004, his responsibilities were expanded to include Macintosh hardware engineering. From 2000 to 2002, Mr. Cook served as Senior Vice President, Worldwide Operations, Sales, Service and Support. From 1998 to 2000, Mr. Cook served as Senior Vice President, Worldwide Operations. Mr. Cook has served as a director of NIKE, Inc. since November 2005, where he serves as the Chair of the CompensationNominating Committee and as a member of the Nominating and Corporate Governance Committee. Mr. Cook has served as a director of The National Football Foundation & College Hall of Fame, Inc. since February 2010, on the advisory board of Tsinghua University School of Economics and Management since October 2013, and on the board of trustees of Duke University since July 2015. Among other qualifications, Mr. Cook brings to the Board extensive executive leadership experience in the technology industry, including the management of worldwide operations, sales, service and support.
Al Gore has served as Chairman of Generation Investment Management, an investment management firm, since 2004, and as a partner of Kleiner Perkins Caufield & Byers, a venture capital firm, since 2007.
Mr. Gore is also Chairman of The Climate Reality Project.
Mr. Gore was elected to the U.S. House of Representatives four times, to the U.S. Senate two times, and served two terms as Vice President of the United States.
Among other qualifications, Mr. Gore brings to the Board executive leadership experience, a valuable and different perspective due to his extensive background in digital communication and
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technology policy, politics, and environmental rights, along with experience in asset management and venture capital.
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Bob Iger
66 years old
Director since 2011
Compensation Committee
Nominating Committee Chair
Bob Iger has served as Chairman and Chief Executive Officer of The Walt Disney Company, a diversified media company, since March 2012.
Prior to that time, he served as President and Chief Executive Officer of Disney since October 2005, having previously served as President and Chief Operating Officer since January 2000 and as President of Walt Disney International and Chairman of the ABC Group from 1999 to 2000. From 1974 to 1998, Mr. Iger held a series of positions with increasing responsibility at ABC, Inc. and its predecessor Capital Cities/ABC, Inc. Mr. Iger has served as a director of Disney since January 2000. Mr. Iger is a member of the board of directors of the National September 11 Memorial & Museum, the Lincoln Center for the Performing Arts, the U.S.-China Business Council, the Partnership for a New American Economy, and the Academy of Arts & Sciences. Mr. Iger has also served on the President’s Export Council since June 2010.
Among other qualifications, Mr. Iger brings to the Board executive leadership experience, including his service as a chairman and chief executive officer of a large international public company, along with extensive financial expertise and experience in international business and brand marketing.
Other Current Public Company Directorships
The Walt Disney Company
Selected Directorships and Memberships
Board of Directors, National September 11 Memorial & Museum
Vice Chairman, U.S.-China Business Council
Co-Chairman, Partnership for a New American Economy
Member, American Academy of Arts & Sciences
Member, President’s Export Council
Board of Directors, Bloomberg Philanthropies
Andrea Jung
58 years old
Director since 2008
Compensation Committee Chair
Nominating Committee
Andrea Jung has served as the President and Chief Executive Officer of Grameen America LLC, a nonprofit microfinance organization, since April 2014, where she also serves on the boardBoard of directors. Directors.
Ms. Jung previously served as Executive Chairman of Avon Products, Inc., a personal care products company, from April 2012 to December 2012, and as Chairman of the Board of Directors and Chief Executive Officer of Avon from September 2001 to April 2012. Prior to that, Ms. Jung served as Chief Executive Officer of Avon sincefrom November 1999 to April 2012, and served as a member of the boardBoard of directorsDirectors of Avon sincefrom January 1998. Ms. Jung has served as a member of the Supervisory Board of Daimler AG since April 2013 and has also been a director of General Electric Company since 1998 where she serves on the Management Development and Compensation Committee, the Governance and Public Affairs Committee, and the Science and Technology Committee. to December 2012.
Among other qualifications, Ms. Jung brings to the Board executive leadership experience, including her service as a chairman and chief executive officer of a large international public company, along with extensive brand marketing and consumer products experience.
Art Levinson has served asOther Current Public Company Directorships
Daimler AG
General Electric Company
Former Public Company Directorships
Within the Chief Executive Officer of Calico, a research and development company, since September 2013. Previously, Dr. Levinson served as the Chairman of Genentech,Last Five Years
Avon Products, Inc. from September 1999 to September 2014 and as a director and member of the Remuneration Committee of F. Hoffman-La Roche Ltd. from March 2010 to September 2014. Dr. Levinson also served as Chief Executive Officer of Genentech from July 1995 to April 2009, and, from May 2009 to September 2013, served as an advisor to Genentech’s Research and Early Development center and as a member of Genentech’s external advisory group, the Scientific Resource Board. Dr. Levinson previously served as a director of NGM Biopharmaceuticals, Inc. and as Chairman of the Board of Amyris, Inc. Dr. Levinson also serves on the board of directors of the Broad Institute of Harvard and MIT, on the Board of Scientific Consultants of the Memorial Sloan-Kettering Cancer Center, on the Industrial Advisory Board of the California Institute for Quantitative Biomedical Research, on the Advisory Council for the Princeton University Department of Molecular Biology, on the Advisory Council for the Lewis-Sigler Institute for Integrative Genomics, and on the Innovation Advisory Board of the United States Commerce Department. Among other qualifications, Dr. Levinson brings to the Board executive leadership experience, including his service as a chairman of a large public company, along with extensive financial expertise and brand marketing experience.
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Ron Sugar
68 years old
Director since 2010
Audit Committee Chair
Ron Sugar is the retired Chairman of the Board and Chief Executive Officer of Northrop Grumman Corporation, a global security company. Dr. Sugar served in this role from 2003 untilto 2010 and served as President and Chief Operating Officer from 2001 untilto 2003. He was President and Chief Operating Officer ofPrevious to Northrop Grumman, he held executive positions at Litton Industries and TRW Inc. from 2000 until the company was acquired by Northrop Grumman in 2001. He was earlier, where he served as Chief Financial Officer of TRW Inc. Officer.
Dr. Sugar serves as the Lead Director of Chevron Corporation, where he has served on the board of directors since April 2005. Dr. Sugar has also been a director of Air Lease Corporation since April 2010, where he is the Chair of the Compensation Committee and a member of the Governance Committee, and of Amgen Inc. since July 2010, where he is the Chair of the Corporate Responsibility and Compliance Committee and a member of the Governance and Nominating Committee. Dr. Sugar also serves as a senior advisor to various businesses and organizations, including Ares Management, LLC, Bain & Company, Temasek Americas Advisory Panel, and the G100 Network, and the World 50, and as a member of the National Academy of Engineering, a trustee of the University of Southern California, a director of the Los Angeles Philharmonic Association, and a national trustee of the Boys and Girls Clubs of America. 50.
Among other qualifications, Dr. Sugar brings to the Board executive leadership experience as a chairman and chief executive officer of a large international public company, financial expertise as a former chief financial officer, understanding of advanced technology, and a global business perspective from his service on other boards.
Other Current Public Company Directorships
Air Lease Corporation
Amgen Inc.
Chevron Corporation
Selected Directorships and Memberships
Member, National Academy of Engineering
Board of Trustees, University of Southern California
Board of Directors, Los Angeles Philharmonic Association
Board of Trustees, Boys and Girls Clubs of America
Sue Wagner
55 years old
Director since 2014
Audit Committee
Sue Wagner has served as is a directorco-founder of BlackRock, Inc., an asset management company, since October 2012, where she serves on the Risk Committee.company. Ms. Wagner was a co-founder of BlackRock and previously served as BlackRock’s Vice Chairman from January 2006 to July 2012, and also served as a member of BlackRock’s Global Executive Committee and Global Operating Committee until her retirement in July 2012.Committee. During her tenure at BlackRock, she alsoMs. Wagner served as BlackRock’s Chief Operating Officer and Head of Corporate Strategy, and led strategy and corporate development and the alternative investments and international client businesses. Since April 2014, Ms. Wagner has also served as a director on the boards of Swiss Re Ltd. and Swiss Reinsurance Company Ltd., and from March 2015 has served on the boards of Swiss Re Corporate Solutions Ltd. and Swiss Re Life Capital Ltd. Ms. Wagner serves as the Chair of the Investment Committee and as a member of the Finance and Risk Committee and the Chairman’s and Governance Committee of each Swiss Re company. Ms. Wagner also serves on the boards of DSP BlackRock Investment Managers Pvt. Ltd., Wellesley College, and the Hackley School.
Among other qualifications, Ms. Wagner brings to the Board operational experience, including her service as chief operating officer of a large international public company, along with extensive financial expertise and experience in the financial services industry.
Other Current Public Company Directorships
BlackRock, Inc.
Swiss Re
Selected Directorships and Memberships
Board of Directors, Color Genomics, Inc.
Board of Trustees, Wellesley College
Board of Trustees, Hackley School
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Role of the Board of Directors
Apple’s Board oversees the CEO and other senior management in the competent and ethical operation of Apple on a day-to-day basis and assures that the long-term interests of shareholders are being served. To satisfy the Board’s duties, directors are expected to take a proactive, focused approach to their positions, and set standards to enhance Apple’s commitmentensure that Apple is committed to business success through the maintenance of high standards of responsibility and ethics.
Apple’s key governance documents, including our Corporate Governance Guidelines and committee charters, are available atinvestor.apple.com/corporate-governance.cfm. The governance structure is designed to foster principled actions, informed and effective decision-making, and appropriate monitoring of both compliance and performance. The Board met four times during 2015.2016, and each member of the Board attended or participated in 75% or more of the aggregate of (i) the total number of meetings of the Board held during 2016, and (ii) the total number of meetings held by each committee of the Board on which such person served during 2016.
The Board believes its current leadership structure best serves the objectives of the Board’s oversight of management, the Board’s ability to carry out its roles and responsibilities on behalf of Apple’s shareholders, and Apple’s overall corporate governance. The Board also believes the separation of the Chairman and CEO roles allows the CEO to focus his time and energy on operating and managing Apple and leverages the Chairman’s experience and perspectives. The Board periodically reviews the leadership structure to determine whether it continues to best serve Apple and its shareholders.
The Board has a standing Audit and Finance Committee (the “Audit Committee”), Compensation Committee, and Nominating Committee. The Board has determined that the ChairChairs of each committee and all committee members are independent under applicable rules of The NASDAQ Stock Market LLC (“NASDAQ”), the New York Stock Exchange LLC (“NYSE”), and the SEC for committee memberships. The members ofEach Committee operates under written charters adopted by the committeesBoard that are shown in the table below.available atinvestor.apple.com/corporate-governance.cfm.
Audit Committee
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The Audit Committee assists the Board in fulfilling its oversight and monitoring responsibility of reviewing the financial information provided to shareholders and others,of:
• | Apple’s financial statements and other financial information provided by Apple to its shareholders and others; |
• | Compliance with legal, regulatory, and public disclosure requirements; |
• | The independent auditors, including their qualifications and independence; |
• | Apple’s system of internal controls, including the internal audit function; |
• | Treasury and finance matters; |
• | Enterprise risk management, privacy, and data security; and |
• | The auditing, accounting, and financial reporting process generally. |
The Audit Committee also appoints Apple’s independent registered public accounting firm and reviews the services performed by the independent registered public accounting firm and Apple’s internal audit department, evaluates Apple’s accounting policies and the system of internal controls established by management and the Board, reviews significant financial transactions, and oversees enterprise risk management.firm. The Audit Committee met nine times during 2015.2016.
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Compensation Committee
The Compensation Committee reviews and approves the compensation arrangements for Apple’s executive officers, including the CEO, administers Apple’s equity compensation plans, and reviews the Board’s compensation. The Compensation Committee’s authority to grant equity awards may not be delegated to Apple’s management or others. For a description of the Compensation Committee’s processes and procedures, including the roles of the independent compensation consultant and Apple’s executive officers and independent compensation consultants in support of the Compensation Committee’s decision-making process, see the section entitled “Compensation Discussion and Analysis” below. The Compensation Committee met seven times during 2015.2016.
Nominating Committee
The Nominating Committee assists the Board in identifying qualified individuals to become directors, makes recommendations to the Board concerning the size, structure, and composition of the Board and its committees, monitors the process to assess the Board’s effectiveness, and oversees and makes recommendations regarding corporate governance matters, including implementing Apple’s Corporate Governance Guidelines. The Nominating Committee met four times during 2015. 2016.
The Nominating Committee has recommended to the full Board each of the nominees named in this Proxy Statement for election to the Board.
The Audit Committee, Compensation Committee and Nominating Committee operate under written charters adopted by the Board. They are available atinvestor.apple.com/corporate-governance.cfm.
During 2015, each member of the Board attended or participated in 75% or more of the aggregate of (i) the total number of meetings of the Board held during the period for which such person has been a director, and (ii) the total number of meetings held by each committee of the Board on which such person served during the periods that such person served.
Board Oversight of Risk Management
The Board believes that evaluating the executive team’s management of the various risks confronting Apple is one of its most important areas of oversight. In carrying out this critical responsibility, the Board has designated the Audit Committee with primary responsibility for overseeing enterprise risk management. In accordance with this responsibility, the Audit Committee monitors Apple’s significant business risks, including financial, operational, privacy, data security, business continuity, legal and regulatory, and reputational exposures, and reviews the steps management has taken to monitor and control these exposures. With respect to privacy and data security, the Audit Committee reviews reports from Apple’s Vice President of Corporate Information Security, General Counsel, Chief Compliance Officer, and Vice President of Internal Audit, including updates on risk management, Apple’s privacy program, and relevant legislative, regulatory, and technical developments.
The Audit Committee is assisted by a Risk Oversight Committee consisting of key members of management, including Apple’s Chief Financial Officer and General Counsel. The Risk Oversight Committee reports regularly to the Audit Committee, which reports regularly to the Board. See the Audit Committee’s Charter atinvestor.apple.com/corporate-governance.cfm for more information about its risk oversight function.
In accordance with this responsibility, the Audit Committee monitors Apple’s major financial, operational, privacy, data security, business continuity, legal and regulatory, and reputational exposures, and reviews the steps management has taken to monitor and control these exposures. With respect to privacy and data security, the Audit Committee’s oversight includes, among other things, review of reports from Apple’s General Counsel, Chief Compliance Officer, and Vice President of Internal Audit, including updates on Apple’s privacy program and relevant legislative, regulatory and technical developments. As with other matters, the Audit Committee regularly discusses these topics with the full Board.
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While the Audit Committee has primary responsibility for overseeing enterprise risk management, the other Board committees also consider riskrisks within their areas of responsibility.responsibility and apprise the Board of significant risks and management’s response to those risks. For example, the Nominating Committee reviews legal and regulatory compliance risks as they relate to corporate governance structure and processes, and the Compensation Committee reviews risks related to compensation matters. The committee Chairs regularly apprise the Board of significant risks and management’s response to those risks. While the Board and its committees oversee risk management strategy, management is responsible for implementing and supervising day-to-day risk management processes and reporting to the Board and its committees on such matters.
In establishing and reviewing Apple’s executive compensation program, the Compensation Committee considers whether the program encourages unnecessary or excessive risk-taking and has concluded that it does not. Executives’ base salaries are fixed in amount and thus do not encourage risk-taking. Annual cash incentives are capped and payouts are formulaic and tied to specific company financial performance metrics. The majority of compensation provided to the executive officers is in the form of time-based and performance-based equity awards that vest over several years and help further align executives’ interests with those of Apple’s shareholders. The Compensation Committee believes that these awards do not encourage unnecessary or excessive risk-taking because the ultimate value of the awards is tied to Apple’s stock price
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performance over several years and because awards are subject to regular vesting schedules to help ensure that a significant component of executive compensation is tied to long-term shareholder value creation.
The Compensation Committee has also reviewed Apple’s compensation programs for employees generally and has concluded these programs do not create risks that are reasonably likely to have a material adverse effect on Apple. The Compensation Committee believes that Apple’s annual cash and long-term equity awards provide an effective and appropriate mix of incentives to help ensure Apple’s performance is focused on long-term shareholder value creation and do not encourage short-term risk taking at the expense of long-term results.
Audit Committee Financial Experts
The Board has determined that each member of the Audit Committee qualifies as an “audit committee financial expert” as defined under applicable SEC rules and also meets the additional criteria for independence of audit committee members set forth in Rule 10A-3(b)(1) under the Exchange Act.
Apple has a code of ethics, “Business Conduct: The way we do business worldwide,” that applies to all employees, including Apple’s principal executive officer, principal financial officer, and principal accounting officer, as well as to the Board.Board, and to independent contractors, consultants, and others who do business with Apple. The code is available atinvestor.apple.com/corporate-governance.cfm. Apple intends to disclose any changes in this code or waivers from this code that apply to Apple’s principal executive officer, principal financial officer, or principal accounting officer by posting such information on the same website or by filing with the SEC a Current Report on Form 8-K, in each case if such disclosure is required by rules of the SEC or NASDAQ.
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Review, Approval, or Ratification of Transactions with Related Persons
The Board has adopted a written policy for approval of transactions between Apple and its directors, director nominees, executive officers, greater than five percent5% beneficial owners, and each of their respective immediate family members, where the amount involved in the transaction exceeds or is expected to exceed $120,000 in a single calendar year and the party to the transaction has or will have a direct or indirect interest. A copy of this policy is available atinvestor.apple.com/corporate-governance.cfm.
The policy provides that the Audit Committee reviews transactions subject to the policy and determines whether or not to approve or ratify those transactions. In doing so,addition, the Audit Committee takes into account,has delegated authority to the Chair of the Audit Committee to pre-approve or ratify transactions under certain circumstances. In reviewing transactions subject to the policy, the Audit Committee, or the Chair of the Audit Committee, as applicable, considers among other factors it deems appropriate:
• | The related person’s interest in the transaction; |
• | The approximate dollar value of the amount involved in the transaction; |
• | The approximate dollar value of the amount of the related person’s interest in the transaction without regard to the amount of any profit or loss; |
• | Whether the transaction was undertaken in the ordinary course of business of Apple; |
• | Whether the transaction with the related person is proposed to be, or was, entered into on terms no less favorable to Apple than terms that could have been reached with an unrelated |
• | The purpose of, and the potential benefits to Apple of, the transaction; |
• | Required public disclosure, if any; and |
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• | Any other information regarding the transaction or the related person in the context of the proposed transaction that would be material to investors in light of the circumstances of the particular transaction. |
In addition, the Audit Committee has delegated authority to the Chair of the Audit Committee to pre-approve or ratify transactions. A summary of any new transactions pre-approved or ratified by the Chair is provided to the Audit Committee for its review at its next scheduled meeting.
The Audit Committee has considered and adopted the following standing pre-approvals under the policy for limited transactions with related persons. Pre-approved transactions include:persons:
• | Employment as an executive officer of Apple, if the related compensation is approved (or recommended to the Board for approval) by the Compensation Committee; |
• | Any compensation paid to a director if the compensation is consistent with Apple’s director compensation policies and is required to be reported in Apple’s proxy statement under Item 402 of SEC Regulation S-K; |
• | Any transaction with another company at which a related person’s only relationship is as an employee (other than an executive officer or director) or beneficial owner of less than |
• | Any charitable contribution, grant, or endowment by Apple to a charitable organization, foundation, or university at which a related person’s only relationship is as an employee (other than an executive |
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officer or director), if the aggregate amount involved does not exceed the greater of |
• | Any transaction where the related person’s interest arises solely from the ownership of Apple’s common stock and all holders of Apple’s common stock received the same benefit on a pro-rata basis, such as dividends. |
A summary of new transactions covered by the standing pre-approvals, or approved or ratified by the Chair of the Audit Committee, if any, is provided to the Audit Committee for its review at each regularly scheduled Audit Committee meeting.
Transactions with Related Persons
Mr. Iger is Chairman and Chief Executive Officer of Disney. In the ordinary course of its business, Apple enters into commercial dealings with Disney that it considerswe consider arms-length, including sales arrangements, and iTunes StoreInternet Services content licensing agreements, and similar arrangements. Apple does not believe that Mr. Iger has a material direct or indirect interest in any of such commercial dealings.
The Board has determined that all Board members, other than Mr. Cook, are independent under applicable NASDAQ, NYSE, and SEC rules. In making these determinations, the Board considered the types and amounts of the commercial dealings between Apple and the companies and organizations with which the directors are affiliated.
Attendance of Directors at Annual Meetings of Shareholders
Apple expects all of its directors to attend the Annual Meeting. All of Apple’s directors who were standing for re-election in 2016 attended the 20152016 annual meeting of shareholders.shareholders with the exception of Mr. Bell who was unable to attend for personal reasons.
Compensation Committee Interlocks and Insider Participation
Mr. Drexler,Ms. Jung, Mr. Gore, Ms. Jung,Mr. Iger, and Dr. Levinson were the members of the Compensation Committee during 2015.2016. Mr. Drexler retired fromIger was appointed to the BoardCompensation Committee in Marchplace of Dr. Levinson in December 2015. None of the members of the Compensation Committee is or has been an executive officer of Apple, nor did theyany of them have any relationships requiring disclosure by Apple under Item 404 of SEC Regulation S-K. None of Apple’s executive officers served as a director or a member of a compensation committee (or other committee serving an equivalent function) of any other entity, an executive officer of which served as a director of Apple or member of the Compensation Committee during 2015.2016.
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Any matter intended for the Board, or for any individual member of the Board, should be directed to Apple’s Secretary at 1 Infinite Loop, MS: 301-4GC, Cupertino, California 95014, with a request to forward the communication to the intended recipient. In general, any shareholder communication delivered to Apple for forwarding to Board members will be forwarded in accordance with the shareholder’s instructions. However, Apple reserves the right not to forward to Board members any abusive, threatening, or otherwise inappropriate materials. Information regarding the submission of comments or complaints relating to Apple’s accounting, internal accounting controls, or auditing matters is available atinvestor.apple.com/corporate-governance.cfm.
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Members of the Board who are not also Apple employees (“Non-Employee Directors”) receive compensation for their service. Mr. Cook, our CEO, does not receive any compensation for his service as a member of the Board. The Compensation Committee annually reviews the total compensation of our Non-Employee Directors and each element of our Non-Employee Director compensation program. As part of this process, the Compensation Committee evaluates market data provided by its independent compensation consulting firm, Pay Governance LLC, and makes a recommendation to the Board. The Board determines the form and amount of director compensation after its review of recommendations made byreviewing the Compensation Committee.Committee’s recommendation.
Cash Retainers. Non-Employee Directors receive an annual cash retainer of $100,000. In 2016, the Chairman of the Board, Dr. Levinson, received an additional cash retainer of $200,000; the Chair of the Audit Committee, Dr. Sugar, received an additional cash retainer of $35,000; the Chair of the Compensation Committee, Ms. Jung, received an additional cash retainer of $30,000; and the Chair of the Nominating Committee, Mr. Iger, received an additional cash retainer of $25,000. All retainers are paid in quarterly installments.
Equity-Based Awards. A substantial portion of each Non-Employee Director’s annual retainer is in the form of equity. Under Apple’s 1997 Director Stock Plan (the “Director Plan”), Non-Employee Directors are granted restricted stock units (“RSUs”) on the date of each annual meeting of shareholders (each, an “Annual Director Award”). All Annual Director Awards vest on February 1 of the following year, subject to continued service on the Board through the vesting date. For 2015,2016, the number of RSUs subject to each Annual Director Award was determined by dividing $250,000 by the per share closing price of Apple’s common stock on the date of grant and rounding to the nearest whole share.
A Non-Employee Director who is newly appointed to the Board other than in connection with an annual meeting of shareholders will receive a grant of RSUs upon appointment (an “Initial RSUDirector Award”), except that a Non-Employee Director who joins the Board after February 1 of a particular year and prior to the annual meeting for that year will not receive an Initial RSUDirector Award. The number of RSUs subject to each Initial RSUDirector Award is determined in the same manner as described above for Annual Director Awards, but the grant date fair value of the award is pro-rated based on the portion of the year that has passed since the last annual meeting. Initial RSUDirector Awards are scheduled to vest on the next February 1 following the award.
Non-Employee Directors do not have the right to vote or dispose of the RSUs subject to these awards. If Apple pays an ordinary cash dividend on its common stock, each RSU award granted under the Director Plan will be credited with an amount equal to the per share cash dividend paid by Apple, multiplied by the total number of RSUs subject to the award that are outstanding immediately prior to the record date for such dividend. The amounts that are credited to each award are referred to as “dividend equivalents.” Any dividend equivalents credited to an award granted under the Director Plan will be subject to the same vesting, payment, and other terms and conditions as the unvested RSUs to which the dividend equivalents relate. The crediting of dividend equivalents is meant to treat the RSU award holders consistently with shareholders.
Cash Retainers. Non-Employee Directors receive a $100,000 annual cash retainer. In 2015, the Chairman of the Board, Dr. Levinson, received an additional cash retainer of $200,000; the Chair of the Audit Committee, Dr. Sugar, received an additional cash retainer of $25,000; the Chair of the Compensation Committee, Ms. Jung, received an additional cash retainer of $20,000; and the Chair of the Nominating Committee, Mr. Iger, received an additional cash retainer of $15,000. All retainers are paid in quarterly installments.
After the end of the fiscal year, upon recommendation of the Compensation Committee after reviewing peer company market data supplied by the Compensation Committee’s independent compensation consultant, the Board increased the additional cash retainer for the Chair of each committee. Accordingly, the Board approved the following cash retainers for 2016: $35,000 for the Chair of the Audit Committee; $30,000 for the Chair of the Compensation Committee; and $25,000 for the Chair of the Nominating Committee.
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Equipment Program. Apple has adopted an equipment program for ourthe Board of Directors under which each Non-Employee Director is eligible to receive, upon request and free of charge, one of each new product introduced by Apple, and is eligible to purchase additional equipment at a discount.
Non-Employee Directors do not receive any other compensation for serving on any committee or attending Board or committee meetings.
Stock Ownership Guidelines.Apple has adopted stock ownership guidelines for Apple’sour CEO, named executive officers, and Non-Employee Directors. Under the guidelines, Non-Employee Directors are expected to own shares of Apple common stock that have a value equal to five times their annual cash retainer for serving as a director. Shares may be owned directly by the individual, or owned jointly with or separately by the individual’s spouse, or held in trust for the benefit of the individual, the individual’s
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spouse or children. Each Non-Employee Director is required to satisfy the stock ownership guideline applicable to them by November 12, 2017, or within five years after first becoming subject to the guidelines. Other than Mr. Bell, who joined the Board in October 2015, each Non-Employee Director has already satisfied the stock ownership guidelines.
Director Compensation—20152016
The following table shows information regarding the compensation earned or paid during 20152016 to Non-Employee Directors who served on the Board during the year. The compensation paid to Mr. Cook is shown under “Executive Compensation” in the table entitled “Summary Compensation Table—2016, 2015, 2014, and 2013”2014” and the related explanatory tables. Mr. Cook does not receive any compensation for his service as a member of the Board. Mr. Bell joined the Board in October 2015, after the end of the fiscal year.
Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | All Other Compensation ($)(2) | Total ($) | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | All Other Compensation ($)(2) | Total ($) | ||||||||||||||||||||||||
Mickey Drexler(3) | 25,000 | 0 | 622 | 25,622 | ||||||||||||||||||||||||||||
James Bell(3) | 100,000 | 360,375 | 5,176 | 465,551 | ||||||||||||||||||||||||||||
Al Gore | 100,000 | 250,016 | 3,019 | 353,035 | 100,000 | 250,028 | 2,464 | 352,492 | ||||||||||||||||||||||||
Bob Iger | 115,000 | 250,016 | 8,843 | 373,859 | 125,000 | 250,028 | 2,261 | 377,289 | ||||||||||||||||||||||||
Andrea Jung | 120,000 | 250,016 | 5,306 | 375,322 | 130,000 | 250,028 | 2,163 | 382,191 | ||||||||||||||||||||||||
Art Levinson | 300,000 | 250,016 | 9,182 | 559,198 | 300,000 | 250,028 | 2,351 | 552,379 | ||||||||||||||||||||||||
Ron Sugar | 125,000 | 250,016 | 4,645 | 379,661 | 135,000 | 250,028 | 5,494 | 390,522 | ||||||||||||||||||||||||
Sue Wagner | 100,000 | 250,016 | 1,483 | 351,499 | 100,000 | 250,028 | 1,647 | 351,675 |
(1) | In accordance with SEC rules, the amounts shown reflect the aggregate grant date fair value of stock awards granted to Non-Employee Directors during |
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The following table shows the number of shares subject to outstanding and unexercised option awards and the number of shares subject to outstanding RSUs held by each of the Non-Employee Directors as of September 26, 2015.
Each Non-Employee Director received an automatic Annual Director Award of 2,580 RSUs on February 26, 2016, and the grant date fair value for each grant was $250,028. Mr. Bell also received an automatic Initial Director Award of 1,007 RSUs on October 1, 2015, upon joining the Board. The Initial Director Award to Mr. Bell had a grant date fair value of $110,347, resulting in a total grant date fair value of RSUs to Mr. Bell during 2016 of $360,375. |
Director | Number of Shares Subject to Outstanding Options as of 9/26/15 | Number of Shares Subject to Outstanding RSUs as of 9/26/15 | ||||||
Al Gore | 275,779 | 2,008 | ||||||
Bob Iger | 0 | 2,008 | ||||||
Andrea Jung | 109,590 | 2,008 | ||||||
Art Levinson | 317,394 | 2,008 | ||||||
Ron Sugar | 0 | 2,008 | ||||||
Sue Wagner | 0 | 2,008 |
Each Non-Employee Director received an automatic grant of 2,008 RSUs on March 10, 2015, and the grant date fair value for each grant was $250,016.
As of September 24, 2016, each Non-Employee Director held 2,580 shares subject to outstanding RSUs. In addition, Mr. Gore had 275,779 shares subject to outstanding and unexercised options, Ms. Jung had 109,590 shares subject to outstanding and unexercised options, and Mr. Levinson had 247,394 shares subject to outstanding and unexercised options. |
(2) | The amounts shown reflect one or more products |
(3) | Mr. |
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Biographical information for Apple’s executive officers, areother than Mr. Cook, is listed below. Biographical information for Mr. Cook, who is both a director and an executive officer, can be found in the section entitled “Directors.” In this section (“Directors, Corporate Governance, and Executive Officers—Executive Officers”), references to particular years refer to the calendar year.
Angela Ahrendts, Senior Vice President, Retail, and Online Stores, 56, joined Apple and assumed her current position in May 2014. Prior to joining Apple, Ms. Ahrendts served as director and Chief Executive Officer of Burberry plc, a luxury fashion company, from July 2006. Ms. Ahrendts also previously served as Executive Vice President at Liz Claiborne Inc., and as President of Donna Karan International. Ms. Ahrendts is also a member of the United Kingdom’s Prime Minister’s Business Advisory Council.
Eddy Cue, Senior Vice President, Internet Software and Services, 52, joined Apple in January 1989 and assumed his current position in September 2011. Mr. Cue’s previous positions with Apple include Vice President of Internet Services and Senior Director of iTunes Operations. Mr. Cue has also served as a director of Ferrari S.p.A., a luxury sports car company, since November 2012.
Craig Federighi, Senior Vice President, Software Engineering, 47, rejoined Apple in April 2009 and assumed his current position in August 2012. Prior to rejoining Apple, Mr. Federighi held several roles at Ariba, Inc., an enterprise software company, including Chief Technology Officer and Vice President of Internet Services. Prior to that, Mr. Federighi worked at NeXT and at Apple upon the acquisition of NeXT. Mr. Federighi’s previous positions with Apple include Vice President of Mac OS Engineering and Director of Engineering.
Luca Maestri, Senior Vice President, Chief Financial Officer, 53, joined Apple in March 2013 and assumed his current position in May 2014. Prior to assuming his current position, Mr. Maestri served as Apple’s Vice President and Corporate Controller. Prior to joining Apple, Mr. Maestri was Executive Vice President, Chief Financial Officer of Xerox Corporation, a business services and technology company, from February 2011
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to February 2013. Prior to that, Mr. Maestri was Chief Financial Officer at Nokia Siemens Networks from October 2008 to February 2011, and he previously had a 20-year career with General Motors Corporation, where he served as Chief Financial Officer of GM Europe and GM Brazil, and held several executive positions with General Motors Corporation in Europe and Asia Pacific. Mr. Maestri served as a director of The Principal Financial Group from February 2012 to May 2015.
Dan Riccio, Senior Vice President, Hardware Engineering, 54, joined Apple in June 1998 and assumed his current position in August 2012. Mr. Riccio’s previous positions with Apple include Vice President of Product Design and Vice President of iPad Hardware Engineering. Prior to joining Apple, Mr. Riccio worked at Compaq Computer Corporation as Senior Manager of Mechanical Engineering.
Phil Schiller, Senior Vice President, Worldwide Marketing, 56, rejoined Apple in April 1997 and assumed his current position in February 2002. Prior to rejoining Apple, Mr. Schiller was Vice President of Product Marketing at Macromedia, Inc. from December 1995 to March 1997 and Director of Product Marketing at FirePower Systems, Inc. from 1993 to December 1995. Prior to that, Mr. Schiller spent six years at Apple in various marketing positions. Mr. Schiller has also served as a director of Illumina, Inc., a genetics company, since July 2016.
Bruce Sewell, Senior Vice President, General Counsel and Secretary, 58, joined Apple and assumed his current position in September 2009. Prior to joining Apple, Mr. Sewell served as Senior Vice President, General Counsel of Intel Corporation from 2005. Mr. Sewell also served as Intel’s Vice President, General Counsel from 2004 to 2005 and Vice President of Legal and Government Affairs, Deputy General Counsel from 2001 to 2004. Prior to joining Intel in 1995, Mr. Sewell was a partner in the law firm of Brown and Bain PC. Mr. Sewell has also served as a director of Vail Resorts Management Company, an operator of mountain resorts, since January 2013.
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Johny Srouji, Senior Vice President, Hardware Technologies, 52, joined Apple in 2008 and assumed his current position in December 2015. Mr. Srouji’s previous positions with Apple include Vice President, Hardware Technologies, and Vice President, VLSI (Very Large Scale Integration). Prior to joining Apple, Mr. Srouji worked in various engineering roles at IBM and Intel.
Jeff Williams, Chief Operating Officer, 53, joined Apple in June 1998 and assumed his current position in December 2015. Mr. Williams’s previous positions with Apple include Senior Vice President, Operations,Operations; Head of Worldwide Procurement,Procurement; and Vice President of Operations. Prior to joining Apple, Mr. Williams worked in a number of operations and engineering roles at IBM from 1985 to 1998.
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EXECUTIVE COMPENSATIONExecutive Compensation
Compensation Committee Report
The Compensation Committee has reviewed and discussed with management the disclosures contained in the following “Compensation Discussion and Analysis.” Based on this review and discussion, the Compensation Committee recommended to the Board that the section entitled “Compensation Discussion and Analysis” be included in this Proxy Statement for the Annual Meeting.
Members of the Compensation Committee*Committee
Andrea Jung (Chair) | Al Gore | Art LevinsonBob Iger
Compensation Discussion and Analysis
2015 was aApple had another year of record-breakingstrong financial results for Apple.
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in 2016. Net sales were $215.6 billion and operating income was $60.0 billion. Net sales of our Services business grew 22% year-over-year and App Store revenue was the highest ever. The compensation paid to our named executive officers for 20152016 appropriately reflects and rewards this performance.
In this Compensation Discussion and Analysis, we discuss the 2016 compensation program for our named executive officers and the guiding principles and practices upon which it is based. Our named executive officers for 20152016 were:
Tim Cook | Chief Executive Officer | |
Luca Maestri | Senior Vice President, Chief Financial Officer | |
Angela Ahrendts | Senior Vice President, Retail | |
Eddy Cue | Senior Vice President, Internet Software and Services | |
Dan Riccio | Senior Vice President, Hardware Engineering | |
Bruce Sewell | Senior Vice President, General Counsel and Secretary |
Mr. Cue, Mr. Riccio, and Mr. Sewell had the same total compensation according to SEC reporting rules, and as a result, we are reporting six named executive officers for 2015.2016.
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Guiding Principles and Compensation Practices
Our executive compensation program is designed to attract, motivate, and retain a talented, entrepreneurial, and creative team of executives who will provide leadership for Apple’s success in dynamic and competitive markets. We have a pay-for-performance philosophy for executive compensation based on the following principles:
Internal Equity.Team-Based Approach. Our executive officers are expected to operate as a high-performing team, and accordingly, we apply a team-based approach to our executive compensation program with internal pay equity as a primary consideration. This approach is intended to promote and maintain stability within a high performing executive team, which weWe believe is achieved bythat generally awarding the same base salary, annual cash incentive, and long-term equity awards to each of our executive officers, except Mr. Cook.other than the CEO, successfully supports this goal.
Performance Expectations. We have clear performance expectations of our executive team, and the design of our executive compensation program reflects these expectations. First, each executive officer must demonstrate exceptional personal
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performance in order to remain part of the executive team. We believe that individuals who underperform should either be removed from the executive team with their compensation adjusted accordingly, or be dismissed from Apple. Second, each executive officer must contribute to Apple’s overall success rather than focus solely on specific objectives within his or her primary area of responsibility.
Emphasis on Long-Term Equity Incentives. Our executive compensation program emphasizes long-term shareholder value creation by using both time-based and performance-based RSUs to deliver long-term compensation incentives. The Compensation Committee believes that this is the most effective way to attract and retain a talented executive team and align executives’ interests with those of shareholders. As a result, our executive compensation program is weighted considerably toward long-term equity awards rather than cash compensation and our executives hold significant unvested RSUs at any particular time. This practice is intended to create a substantial retention incentive, encourage our executives to focus on Apple’s long-term success, and align with the long-term interests of our shareholders.
Compensation Practices. We follow sound compensation practices to support our guiding principles and align Apple’s executive compensation program with the interests of our shareholders.principles.
What we do:
What We Do |
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Independent Compensation Consultant – Our Compensation Committee has directly retained an independent compensation consultant, which performs no services for Apple |
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Equity Clawback – Our RSU agreements have a recoupment provision requiring repayment to Apple of any shares or other amount that may be paid in respect of RSUs in the event of certain acts of misconduct. Performance-Based, Long-Term Equity – We emphasize long-term equity awards with a substantial performance-based component in our pay mix. Vesting and Performance Conditions on Dividend Equivalents – We apply the same vesting restrictions and performance conditions |
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What we don’t do:
Change in Control Payments – We do not offer change in control payments or |
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Discretion and Judgment of the Compensation Committee
The Compensation Committee, consisting entirely of independent directors, is responsible for Apple’sreviews and approves the compensation and incentive plans and programs, approves all compensation forof Apple’s executive officers and acts as the administrativeadministering committee for Apple’s employee equity compensation plans.
Each year, the Compensation Committee conducts an evaluation of Apple’s executive compensation program to determine if any changes would be appropriate. In making these determinations, the Compensation Committee may consult with its independent compensation consultant and management, as described below; however, the Compensation Committee uses its own judgment in making final decisions regarding the compensation paid to our executive officers.
The Role of the Compensation Consultant. The Compensation Committee selects and retains the services of its own independent compensation consultant and annually reviews the performance of the selected consultant. As part of the review process, the Compensation Committee considers the independence of the consultant in accordance with applicable SEC and NASDAQ rules.
Since 2014, the Compensation Committee has engaged the services of Pay Governance, LLC (“Pay Governance”), an independent executive compensation consulting firm. During 2015,2016, Pay Governance did not provide any otherprovided no services to Apple other than services for the Compensation Committee, and worked with Apple’s management, as directed by the Compensation Committee, only on matters for which the Compensation Committee is responsible.
At the Compensation Committee’s request, Pay Governance regularly attends Compensation Committee meetings. Pay Governance also communicates with the Chair of the Compensation Committee outside committee meetings regarding matters related to the Compensation Committee’s responsibilities. In 2015,2016, the Compensation Committee generally sought input from Pay Governance on a range of external market factors, including evolving compensation trends, appropriate peer companies, and market survey data. Pay Governance also provided general observations about Apple’s compensation programs and management recommendations regarding the amount and form of compensation for our executive officers.
The Role of the Chief Executive Officer.At the Compensation Committee’s request, Mr. Cook provides input regarding the performance and appropriate compensation of the other executive officers. The Compensation Committee considers Mr. Cook’s evaluation of the other executive officers because of his direct knowledge of each executive officer’s performance and contributions. Mr. Cook is not present during voting or deliberations by the Compensation Committee regarding his own compensation.
The Role of Peer Companies and Benchmarking.The Compensation Committee reviews peer group composition each year. With the assistance of Pay Governance, the Compensation Committee identified a groupgroups of companies to serve as market reference as peer groupspoints for compensation comparison purposes for 2015.2016. A primary peer group was developed for reference consisting of U.S.-based, stand-alone, publicly traded companies in the technology, media, and internet services industries that, in the Compensation Committee’s view, compete with Apple for talent. A secondary peer group of premier companies that have iconic brands or are industry or category leaders, rely on significant R&D and innovation for growth, and require highly skilledhighly-skilled human capital was also considered as an additional reference set for the Compensation Committee. The companies in each peer group are listed below. Unless otherwise specified, references in this Compensation Discussion and Analysis to peer companies include both the primary and the secondary peer group companies.
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TheIn June 2015, the Compensation Committee selected the following companies for the 2016 primary peer group for 2015:group:
Amazon.com | Disney | IBM |
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AT&T | eBay | Intel | Twenty-First Century Fox | |||
CBS | EMC | Microsoft | Verizon | |||
| Oracle | Viacom | ||||
Google (now Alphabet) | Qualcomm | |||||
Hewlett-Packard | Time Warner | |||||
|
|
The threshold revenue and market capitalization requirements for a company to be considered for the primary peer group for 20152016 were $15 billion and $35 billion, respectively. In addition, although each was slightly below the revenue threshold,thresholds, the Compensation Committee decided to retain Viacom and CBS in the primary peer group for consistency. Basedconsistency with the 2015 primary peer group. The Compensation Committee also decided to add Facebook to the primary peer group based on these criteria, Apple is significantly larger than themarket capitalization, revenue similar to other companies in the primary peer group, and the fact that it competes with Apple for talent. Following the spinoff of Hewlett Packard Enterprise in November 2015, the Compensation Committee continued to include HP Inc. (formerly Hewlett-Packard) and Hewlett Packard Enterprises in the 2016 primary peer group.
Based on the revenue and market capitalization criteria described above, Apple continues to be significantly larger than the companies selected for the 2016 primary peer group, with 2016 revenue of $233.7$215.6 billion and market capitalization of $639.9$601.4 billion as of the end of 2015.2016.
In the table above, revenue for primary peer group companies is the amount reported by each company in its most recently filed annual report as of the Record Date, and market capitalization for primary peer group companies is the amount provided by Bloomberg L.P. as of September 23, 2016, the last trading day of Apple’s fiscal year. The table includes Alphabet, HP Inc., and Hewlett Packard Enterprise. The table does not include DIRECTV, EMC, or Time Warner Cable, which either merged with or were acquired by another company before September 23, 2016.
Apple Inc. | 2017 Proxy Statement | 31
In June 2015, the Compensation Committee selected the following companies for the 2016 secondary peer group for 2015:group:
3M | Johnson & Johnson | |
American Express | Nike | |
Boeing | PepsiCo | |
Coca-Cola | Procter & Gamble | |
General Electric |
The Compensation Committee reviews compensation practices and program design at peer companies to inform its decision-making process so it can set total compensation levels that it believes are commensurate with Apple’s scope and performance. The Compensation Committee, however, does not set compensation components to meet specific benchmarks as compared to peer companies, such as targeting salaries at a specific market percentile. The Compensation Committee believes that over-reliance on benchmarking can result in compensation that is unrelated to the value delivered by our executive officers because compensation benchmarking does not take into account the specific performance of the executive officers or the relative size and performance of Apple. The Compensation Committee’s executive compensation determinations are subjective and the result of the Compensation Committee’s business judgment, which is informed by the experiences of the members of the Compensation Committee as well as input from, and peer group data provided by, the Compensation Committee’s independent compensation consultant.
Apple Inc. | 2016 Proxy Statement | 27
Consideration of Say-on-Pay Vote Results.Shareholder Feedback. We value the feedback provided by our shareholders and have discussions with many of our shareholdersthem on an ongoing basis regarding various corporate governance topics, including executive compensation. In 2014, the Compensation Committee considered input from shareholders when it conducted a comprehensive review of Apple’s executive compensation program. Following this review, several significant design changes were made to align the executive compensation program more closely with market practices and place a greater emphasis on performance-based compensation. These design changes were phased in during 2014 and fully implemented for 2015.
Shareholders are also provided with the opportunity to cast an annual advisory vote on executive compensation. At Apple’s 20152016 annual meeting of shareholders, shareholders indicated their support for the compensation of our named executive officers, with approximately 75%95% of the votes cast on the say-on-pay proposal voted for the proposal. No additional changes were made toThe design of the 2016 executive compensation program follows the same design as 2015. However, for 2015 in consideration2017, the Compensation Committee has continued to evolve our executive compensation program by changing the allocation of this result.equity awards to our executive officers from 60% time-based and 40% performance-based RSUs to 50% time-based and 50% performance-based RSUs, thereby placing an even greater emphasis on performance-based equity awards for our executive officers.
The Compensation Committee will continue to consider shareholder feedback and the results of say-on-pay votes when making future compensation decisions for the named executive officers.decisions.
20152016 Named Executive Officer Compensation
Our executive compensation program is designed to be simple, effective, and effective,link pay to performance, while appropriately reflecting the size, scope, and success of Apple’s business, as well as the responsibilities and performance of our executive officers. There are threeIt incorporates elements that create shareholder value by driving financial performance, retaining a high-performing and talented executive team, and aligning the interests of the executive team with the interests of shareholders. The main elements toof the executive compensation program:program are:
• | Base salary |
• | Annual cash incentive |
• | Long-term equity incentives |
Apple Inc. | 2017 Proxy Statement | 32
The chart below shows target dollar values for the main elements of our named executive officers’ 2016 compensation.
Tim Cook has not received an equity award since 2011 | ||
![]() |
Cash Compensation Elements and Awards
Base Salary. Base salary is a customary, fixed element of compensation intended to attract and retain executives. The Compensation Committee considers market data provided by its independent compensation consultant, internal pay equity among the executive officers, and Apple’s financial results and market capitalization relative to the peer companies when setting base salaries. Consistent withTaking these factors into consideration and in recognition of his individual performance and remarkable leadership, Mr. Cook’s base salary levels set duringwas increased to $3 million at the prior fiscal year,beginning of 2016. The base salary for each of our named executive officers, other than Mr. Cook, was paid a base salary ofremained unchanged at $1 million for 2015, and Mr. Cook was paid a base salary of $2 million for 2015.2016.
Taking the factors listed in the preceding paragraph into consideration, and in recognition of Mr. Cook’s individual performance and remarkable leadership, the Compensation Committee approved a $1 million increase in Mr. Cook’s base salary to $3 million, effective as of the beginning of 2016.
Annual Cash Incentive.The Compensation Committee approves, on an annual basis, a performance-based cash incentive opportunity for our executive officers based on the achievement of annual financial performance goals. For 2015,2016, each of our named executive officers had a threshold annual cash incentive opportunity of 100% of base salary, a target annual cash incentive opportunity of 200% of base salary, and a maximum annual cash incentive opportunity of 400% of base salary.
Apple Inc. | 2016 Proxy Statement | 28
Net sales and operating income, as determined in accordance with generally accepted accounting principles, were chosen as the performance measures for the 20152016 annual cash incentive opportunity because they reflect commonly recognized measures of overall company performance and are associated withdrivers of shareholder value creation. Goals for each of the performance measures were set at threshold, target and maximum levels in the first quarter of 2015. The threshold, target and maximum net sales goals were set approximately 3%, 9% and 15% higher ($5.2 billion, $16.2 billion, and $27.2 billion, respectively) than actual net sales reported for 2014. The threshold operating income goal was set at approximately the same level as actual operating income for 2014, with the target and maximum goals set approximately 5% and 7% higher ($2.6 billion and $3.8 billion, respectively).
Payouts of the annual cash incentive are determined based on an equal weighting for the net sales and operating income measures. There is no payout for a particular performance measure unless the threshold performance goal is achieved with respect to that measure. Potential payoutsPayouts are determinedcalculated based on the highest performance level achieved for each performance measure for the fiscal year2016 and are linearly interpolated for achievement between the threshold, target, and maximum goals. The Compensation Committee may, in its discretion, reduce (but not increase) the actual payout of any individual’s annual cash incentive based on Apple’s performance and itsthe Compensation Committee’s subjective assessment of the named executive officer’s overall performance.
The Compensation Committee established performance goals in the first quarter of 2016, taking into consideration Apple’s 2015 financial results, macroeconomic factors, the payout opportunities based on attainment of performance goals at threshold, target, and maximum levels, and pay-for-performance alignment.
Performance Measure (Weighting) | Threshold Goal | Target Goal | Maximum Goal | Actual Performance | ||||||||||||
Net Sales (50%) | $ | 188,000 | $ | 199,000 | $ | 210,000 | $ | 233,715 | ||||||||
Operating Income (50%) | $ | 52,500 | $ | 55,130 | $ | 56,250 | $ | 71,230 | ||||||||
Maximum Potential Payout (% Base Salary) | 100% | 200% | 400% | 400% |
2016 Goals and Results
Apple Inc. | 2017 Proxy Statement | 33
As shown in the table above, our actual2016 net sales of $215.6 billion and operating income of $60.0 billion were 96.4% and 99.5% of the respective target goals set by the Compensation Committee. This performance resulted in a combined payout at 89.5% of target for each named executive officer. Overall, our 2016 performance with respect to net sales and operating income results forwas 7.7% and 15.7% below our record-breaking 2015 significantly exceededlevels; however, the maximum goals set by the Compensation Committee, resulting in the maximum potential payout of each2016 payouts to our named executive officer’sofficers were significantly less than the annual cash incentive at 400% of base salary.payouts for 2015, reflecting strong pay-for-performance alignment. The Compensation Committee determined that no downward adjustments to the payouts would be made, based on Apple’s or an individual’s2016 performance and approved the maximum payout for eachindividual contributions of our named executive officer for 2015.officers.
Long-Term Equity Elements and Awards
Our executive compensation program emphasizes long-term shareholder value creation through the exclusive use of equity awards in the form of RSUs to deliver long-term compensation incentives. The Compensation Committee has discretion to approve awards with different vesting conditions as it deems necessary to meet the objectives of our executive compensation program.
Performance-Based RSUs.The number of performance-based RSUs granted to our named executive officers that vest according to the applicable vesting schedules described below, dependingdepends on Apple’s total shareholder return relative to the other companies in the S&P 500 for the applicable performance period (“Relative TSR”). The Compensation Committee chose Relative TSR as a straightforward and objective metric for
Apple Inc. | 2016 Proxy Statement | 29
Apple’s shareholders to evaluate our performance against the performance of other companies and to align the interests of our named executive officers with shareholders’ interests.the interests of shareholders.
We measure Relative TSR for a specified period of time based on the change in each company’s stock price during that period, taking into account any dividends paid during that period, which are assumed to be reinvested in the stock. The change in value from the beginning to the end of the period is divided by the beginning value to determine total shareholder return. Apple’s total shareholder return is compared to the total shareholder return of other companies, ranked by percentile, to determine the number of performance-based RSUs that vest for each performance period. An averaging period is used to determine the beginning and ending stock price values used to calculate Relative TSR for the performance period. This mitigates the impact on the long-term Relative TSR results of one-day or short-term stock price fluctuations at the beginning or end of the performance period. The beginning stock price value is calculated using each company’s average closing stock price for the 20 consecutive trading days immediately prior to the beginning of the performance period. The ending stock price value is calculated using each company’s average closing price for the 20 consecutive trading days ending on the last day of the performance period. If the ending value is lower than the beginning value, a negative TSR results, and vice versa. The change in value from the beginning to the end of the period is divided by the beginning value. That percentage is compared to the TSR of other companies, ranked by percentile, to determine the number of performance-based RSUs that vest for each performance period.
Time-Based RSUs.Equity awards with time-based vesting align the interests of our executives with the interests of our shareholders and promote the stability and retention of a strong executive team over the longer term. Vesting schedules for time-based awards generally require continuous service over multiple years, as described below.
Apple Inc. | 2017 Proxy Statement | 34
Mr. Cook’s Long-Term Equity Award
Mr. Cook last received an equity award when he was promoted to Chief Executive Officer in 2011 (the “2011 RSU Award”). At Mr. Cook’s request, the 2011 RSU Award was modified in 2013 to put more than $123 million of the original grant date fair valuea portion of the award at risk based on Apple’s Relative TSR performance. The performance-based vesting schedule applied to Mr. Cook’s 2011 RSU Awardperformance condition requires Apple to outperform two-thirds of the comparative companies in the S&P 500 for each defined performance period in order for 100% of the performance-based RSUs allocated to that period to vest. The 2011 RSU Award only has downside risk to Mr. Cook. It does not contain an upside vesting opportunity, and there is no interpolation for results between the Relative TSR percentile levels. For example, performance at the 65th percentile results in 50% of the performance-based RSUs vesting.levels set forth below.
Relative TSR Percentile v. S&P 500 Companies | Performance-Based RSUs Vesting | |
Top Third | 100% | |
Middle Third | 50% | |
Bottom Third | 0% |
Apple Inc. | 2016 Proxy Statement | 30
For the two-yearthree-year performance period offrom August 25, 2013 through August 24, 2015,2016, 280,000 performance-based RSUs were subject to the Relative TSR performance condition. Apple’s Relative TSR for this performance period was 76.76%, which placed Apple at the 90th78th percentile of the 458 companies that were included in the S&P 500 for the entire performance period. As a result, all of the 280,000 performance-based RSUs vested on August 24, 2015. There are 4,760,000 unvested time- and performance-based RSUs remaining under the 2011 RSU Award, scheduled to vest, subject to Mr. Cook’s continued employment with Apple through the applicable vesting dates, as follows:2016.
TSR Measurement Period | Payout Based on TSR vs. S&P 500 Companies | |||||||||||||||||||||||||
Vesting Date | Time-Based RSUs Scheduled to Vest | Start | End | Bottom Third | Middle Third | Top Third | ||||||||||||||||||||
8/24/2016 | 980,000 | 8/25/2013 | 8/24/2016 | 0 | 140,000 | 280,000 | ||||||||||||||||||||
8/24/2017 | 280,000 | 8/25/2014 | 8/24/2017 | 0 | 140,000 | 280,000 | ||||||||||||||||||||
8/24/2018 | 280,000 | 8/25/2015 | 8/24/2018 | 0 | 140,000 | 280,000 | ||||||||||||||||||||
8/24/2019 | 280,000 | 8/25/2016 | 8/24/2019 | 0 | 140,000 | 280,000 | ||||||||||||||||||||
8/24/2020 | 280,000 | 8/25/2017 | 8/24/2020 | 0 | 140,000 | 280,000 | ||||||||||||||||||||
8/24/2021 | 980,000 | 8/25/2018 | 8/24/2021 | 0 | 140,000 | 280,000 | ||||||||||||||||||||
|
|
|
|
|
|
|
| |||||||||||||||||||
Total | 3,080,000 | 0 | 840,000 | 1,680,000 |
Other Named Executive OfficerOfficers’ Long-Term Equity Awards
The Compensation Committee generally grants equity awards to our executive officers at the beginning of each fiscal year. In October 2014,2015, the Compensation Committee awarded RSUs with a grant date fair value of $20 million (the “Annual RSU Awards”) to each of our named executive officers, other than Mr. Cook. The Annual RSU Awards were allocated between 60% time-based and 40% performance-based RSUs as a percentage of the grant date fair value reported in the Summary Compensation Table. The value and relative mix of the Annual RSU Awards was a subjective determination by the Compensation Committee based on its own business judgment after taking into consideration factors such factors as market compensation data provided by its independent compensation consultant, its subjective assessment of the appropriate relationship between time- and performance-based awards, historical equity grants, and, with respect to the value of the awards, financial results and market capitalization compared to peer companies.
Apple Inc. | 2016 Proxy Statement | 31
The Annual RSU Awards granted as performance-based RSUs in October 2015 have a three-year performance-period (fiscal years 20152016 through 2017)2018) and will vest on October 1, 2017,2018, subject to continued employment through that date, with zero to 200% of the target number of shares vesting depending on Apple’s Relative TSR percentile ranking for the performance period, as follows:
Relative TSR Percentile v. S&P 500 Companies | Performance-Based RSUs Vesting as a Percentage of Target | |
85% or above | 200% | |
55% | 100% | |
25% | 25% | |
below 25% | 0% |
Relative TSR Percentile v. S&P 500 Companies | Performance-Based RSUs Vesting as a Percentage of Target | |
85th or above | 200% | |
55th | 100% | |
25th | 25% | |
below 25th | 0% |
This vesting schedule requires Relative TSR performance at the 25th25th percentile to vest in the threshold number of shares, Relative TSR performance at the 55th55th percentile to vest in the target number of shares, and Relative TSR performance that is significantly above the median at the 85th85th percentile in order to vest in the maximum 200% of the target number of shares.
Apple Inc. | 2017 Proxy Statement | 35
No RSUs vest if Apple’s Relative TSR performance is below the 25th25th percentile. In addition, if Apple’s total shareholder return for the performance period is negative, the number of RSUs that vests is capped at 100% of the target number of shares regardless of our percentile ranking. If Apple’s Relative TSR percentile ranking is at or above the 25th25th percentile and between the levels shown in the table above, the portion of the RSUs that vests is linearly interpolated between the two nearest vesting percentages.
During 2016, Mr. Maestri vested in performance-based RSUs that were granted on May 29, 2014 in connection with his promotion to Chief Financial Officer. For the 16-month performance period from May 29, 2014 through the end of 2015, Apple’s Relative TSR was at the 85th percentile of the companies that were included in the S&P 500 for the period. As a result, Mr. Maestri vested in 15,918 performance-based RSUs on October 1, 2015. At the beginning of 2017, for the 28-month period from May 29, 2014 through the end of 2016, Mr. Maestri vested in 10,694 performance-based RSUs based on Apple’s Relative TSR at the 67th percentile of the companies that were included in the S&P 500 for the period.
During 2016, Ms. Ahrendts vested in performance-based RSUs that were granted on May 1, 2014 in connection with her hiring. For the two-year performance period from May 1, 2014 through April 30, 2016, Apple’s Relative TSR was at the 81st percentile of the companies that were included in the S&P 500 for the period. As a result, Ms. Ahrendts vested in 75,124 performance-based RSUs on May 1, 2016.
During 2016, Mr. Cue, Mr. Riccio, and Mr. Sewell vested in annual performance-based RSUs that were granted on March 3, 2014. For the two-year performance period from the beginning of 2014 through the end of 2015, Apple’s Relative TSR was at the 92nd percentile of the companies that were included in the S&P 500 for the period. As a result, each of Mr. Cue, Mr. Riccio, and Mr. Sewell vested in 92,764 performance-based RSUs on October 1, 2015. At the beginning of 2017, for the three-year period from the beginning of 2014 through the end of 2016, each of Mr. Cue, Mr. Riccio, and Mr. Sewell vested in 87,578 performance-based RSUs based on Apple’s Relative TSR at the 83rd percentile of the companies that were included in the S&P 500 for the period.
The Annual RSU Awards granted as time-based RSUs in October 2015 vest in three equal annual installments commencing on April 1, 20172018 (approximately two and one-half years following the grant date), subject to continued employment through each applicable vesting date. This schedule means that, to receive the full benefit of the time-based RSU award, the recipient must generally perform four and one-half years of continuous service following the grant date. The April vesting dates for the time-based RSUs were selected to balance the October vesting of the performance-based RSUs and provide regular vesting intervals.
In October 2016, the Compensation Committee took into consideration a number of factors, including shareholder feedback, and increased the performance-based component of the 2017 Annual RSU Awards to 50% of the grant date fair value, placing an even greater emphasis on performance-based compensation for our executive officers.
Dividend Equivalents.Equivalents
At Mr. Cook’s request, none of his RSUs participate in dividend equivalents. UnvestedAll other unvested RSUs granted to all otherApple employees of Apple have dividend equivalents. Dividend equivalents entitle holders of RSUs to the same dividend value per share as holders of common stock. Dividend equivalents are subject to the same vesting and other terms and conditions as the corresponding unvested RSUs. Dividend equivalents are accumulated and paid when the underlying sharesRSUs vest.
Other Benefits
Our executive officers are eligible to participate in our health and welfare programs, Employee Stock Purchase Plan, 401(k) Plan, matching gifts program, vacation cash-out, and other benefit programs on the same basis as other employees.
Apple Inc. | 2017 Proxy Statement | 36
Security. The personal safety and security of our employees is of the utmost importance to Apple and its shareholders. Accordingly, we provide risk-based, business-related security services to our employees, including our named executive officers, as appropriate. Although not requested by Mr. Cook, given the profile of the company and hisMr. Cook’s role as CEO, Apple also provides risk-based personal security services for
Apple Inc. | 2016 Proxy Statement | 32
him, as determined to be appropriate by our security team. The aggregate incremental cost of these services is reported in the Summary Compensation Table in accordance with SEC disclosure rules. We do not consider these security measures to be a personal benefit for Mr. Cook, but rather a reasonable and necessary expense for the benefit of Apple. We also offer risk-based personal security assistance to members of our executive team based on the highly visible nature of their roles. The aggregate incremental cost of these services is reported in the Summary Compensation Table in accordance with SEC disclosure rules.
Relocation Assistance. Relocation assistance, including a gross-up for taxable relocation benefits, is provided to employees when necessary based on business needs. Ms. Ahrendts and Mr. Maestri were eachwas provided relocation assistance to move closer to Apple’s headquarters in connection with theirher hiring. A portionSome of these relocation expenses were incurred in 20152016 and are reported in the Summary Compensation Table.
Severance. We generally do not enter into severance arrangements with our executive officers. An exception to this practice was made in connection with hiring Ms. Ahrendts in May 2014 in recognition of the risk she assumed by leaving her prior role as chief executive officerChief Executive Officer of Burberry. Ms. Ahrendts has a limited cash severance arrangement for the first three years of her employmentuntil May 2017 and equity acceleration for a portion of her outstanding equity awards, in each case, in the event of a termination by Apple other than for “Cause”“Cause,” or if she resigns for “Good Reason.” Details of the arrangement with Ms. Ahrendts are described under “Executive Compensation—Executive Compensation Tables” in the section entitled “Potential Payments Upon Termination or Change in Control.”
Chartered Aircraft. Apple does not own a private plane. From time to time, members of the executive team, including each of the named executive officers, may request chartered aircraft services to facilitate travel that is directly and integrally related to the performance of his or hertheir job duties and wherewhen the use of a chartered plane will increase efficiency and/or security associated with thata particular trip. Occasionally, spouses or other family members may accompany an executive on these flights. When this occurs, we require the executive to pay the greater of the incremental cost, if any, to accommodate these guests on the flight or the imputed income amount determined using the IRS Standard Industry Fare Level (SIFL) rate. Accordingly, there is no incremental cost to Apple for family accompaniment on chartered business flights.
Governance and Other Considerations
Tax Deductibility of Compensation Expense. Section 162(m) of the Internal Revenue Code places a $1 million limit on the amount of compensation a company can deduct in any one year for compensation paid to the chief executive officer and the three most highly-compensated executive officers employed by the company at the end of the year (other than the chief financial officer). However, the $1 million deduction limit generally does not apply to compensation that is performance-based and provided under a shareholder-approved plan. While the Compensation Committee considers the deductibility of awards as one factor in determining executive compensation, the Compensation Committee also looks at other factors in making its decisions, as noted above, and retains the flexibility to award compensation that it determines to be consistent with the goals of our executive compensation program even if the awards are not deductible by Apple for tax purposes.
In general, the 20152016 annual cash incentive opportunities for executive officers have been designed in a manner intended to be exempt from the deduction limitation of Section 162(m) because they are paid based on achievement of pre-determined performance goals established by the Compensation Committee pursuant to our shareholder-approved equity incentive plan.
Apple Inc. | 2016 Proxy Statement | 33
As a result of the modification of Mr. Cook’s 2011 RSU Award, we intend that the tranches of the award subject to performance criteria with measurement periods that begin after the June 21, 2013 modification be exempt from the deduction limitation of Section 162(m). In addition, the performance-based RSU awards granted to our other named executive officers in 20152016 are also intended to be exempt from the deduction limitation of Section 162(m).
Apple Inc. | 2017 Proxy Statement | 37
Base salary and RSU awards with only time-based vesting requirements, which represent a portion of the equity awards granted to our executive officers, are not exempt from Section 162(m), and therefore will not be deductible to the extent the $1 million limit of Section 162(m) is exceeded.
Despite the Compensation Committee’s efforts to structure the executive team annual cash incentives and performance-based RSUs in a manner intended to be exempt from Section 162(m) and therefore not subject to its deduction limits, because of ambiguities and uncertainties as to the application and interpretation of Section 162(m) and the regulations issued thereunder, no assurance can be given that compensation we intend to satisfy the requirements for exemption from Section 162(m) in fact will. Further, the Compensation Committee reserves the right to modify compensation that was initially intended to be exempt from Section 162(m) if it determines that such modifications are consistent with Apple’s business needs.
Recoupment of RSU Awards.RSUs. The named executive officers’ RSU awardsRSUs are granted pursuant to the terms of our standard RSU agreements. These terms require an employee to deliver or otherwise repay to Apple any shares or other amount that may be paid in respect of an RSU awardRSUs in the event the employee commits a felony while employed by Apple, or engages in a breach of confidentiality, commits an act of theft, embezzlement or fraud, or materially breaches any agreement with Apple.Apple while employed by Apple or at any time thereafter.
Prohibition on Hedging, Pledging, and Short Sales. We prohibit transactions in derivatives of Apple stock, including hedging transactions, for all directors, officers, employees, consultants, and contractors of Apple. In addition, we prohibit pledging of Apple stock as collateral by directors and executive officers of Apple and prohibit short sales of Apple stock by directors and executive officers of Apple.
Stock Ownership Guidelines. Under our stock ownership guidelines, Mr. Cook is expected to own shares of Apple stock that have a value equal to ten times his base salary. Although Mr. Cook was required to satisfy the stock ownership guidelines within five years of its implementation in 2012, he already owns shares with a value significantly in excess of the guidelines. Other namedAll other executive officers are expected to own shares that have a value equal to three times their base salary by the later of February 6, 2018, or within five years after an officer first becomes subject to the guidelines. Shares may be owned directly by the individual, or owned jointly with or separately by the individual’s spouse, or held in trust for the benefit of the individual, the individual’s spouse or children.
Risk Considerations. The Compensation Committee considers, in establishing and reviewing the executive compensation program, whether the program encourages unnecessary or excessive risk-taking and has concluded that it does not. See the section entitled “Board Oversight of Risk Management” above for an additional discussion of risk considerations.
Apple Inc. | 20162017 Proxy Statement | 3438
Summary Compensation Table—2016, 2015, 2014, and 20132014
The following table, showsfootnotes, and related narrative show information regarding the total compensation of each named executive officer for 2016, 2015, 2014 and 2013,2014, except in the casescase of Ms. Ahrendts and Mr. Maestri, who were not named executive officers in 2013, and Mr. Sewell, who was not a named executive officer in 2013 or 2014.
Name and Principal Position (a) | Year (b) | Salary ($)(c) | Bonus ($)(d) | Stock Awards(1) ($)(e) | Non-Equity Incentive Plan Compensation(2) ($)(f) | All Other Compen- sation ($)(g) | Total ($)(h) | |||||||||||||||||||||
Tim Cook Chief Executive Officer | 2015 | 2,000,000 | — | — | 8,000,000 | 281,327 | (3) | 10,281,327 | ||||||||||||||||||||
|
2014 |
| 1,748,462 | — | — | 6,700,000 | 774,176 | 9,222,638 | ||||||||||||||||||||
2013 | 1,400,006 | — | — | 2,800,000 | 52,721 | 4,252,727 | ||||||||||||||||||||||
Luca Maestri Senior Vice President, Chief Financial Officer | 2015 | 1,000,000 | — | 20,000,105 | 4,000,000 | 337,872 | (4) | 25,337,977 | ||||||||||||||||||||
2014 | 717,211 | — | 11,335,043 | 1,608,255 | 342,292 | 14,002,801 | ||||||||||||||||||||||
Angela Ahrendts Senior Vice President, Retail and Online Stores | 2015 | 1,000,000 | — | 20,000,105 | 4,000,000 | 779,124 | (5) | 25,779,229 | ||||||||||||||||||||
2014 | 411,538 | 500,000 | 70,001,196 | 1,648,352 | 790,038 | 73,351,124 | ||||||||||||||||||||||
Eddy Cue Senior Vice President, Internet Software and Services | 2015 | 1,000,000 | — | 20,000,105 | 4,000,000 | 52,136 | (6) | 25,052,241 | ||||||||||||||||||||
|
2014 |
| 947,596 | — | 20,000,900 | 3,437,500 | 59,743 | 24,445,739 | ||||||||||||||||||||
|
2013 |
| 866,061 | — | — | 1,750,000 | 31,044 | 2,647,105 | ||||||||||||||||||||
Dan Riccio Senior Vice President, Hardware Engineering | 2015 | 1,000,000 | — | 20,000,105 | 4,000,000 | 17,521 | (7) | 25,017,626 | ||||||||||||||||||||
|
2014 |
| 947,596 | — | 20,000,900 | 3,437,500 | 17,239 | 24,403,235 | ||||||||||||||||||||
|
2013 |
| 866,061 | — | — | 1,750,000 | 16,791 | 2,632,852 | ||||||||||||||||||||
Bruce Sewell Senior Vice President, General Counsel and Secretary | 2015 | 1,000,000 | — | 20,000,105 | 4,000,000 | 17,521 | (8) | 25,017,626 |
Name and Principal Position (a) | Year (b) | Salary ($)(c) | Bonus ($)(d) | Stock Awards(1) ($)(e) | Non-Equity Incentive Plan Compensation(2) ($)(f) | All Other Compensation ($)(g) | Total ($)(h) | |||||||||||||||||||||
Tim Cook
Chief Executive Officer | 2016 | 3,000,000 | — | — | 5,370,000 | 377,719 | (3) | 8,747,719 | ||||||||||||||||||||
|
2015 |
|
|
2,000,000 |
|
|
— |
|
|
— |
|
|
8,000,000 |
|
|
281,327 |
|
|
10,281,327 |
| ||||||||
|
2014
|
|
|
1,748,462 |
|
|
— |
|
|
— |
|
|
6,700,000 |
|
|
774,176 |
|
|
9,222,638 |
| ||||||||
Luca Maestri
Senior Vice President, Chief Financial Officer | 2016 | 1,000,000 | — | 20,000,083 | 1,790,000 | 13,486 | (4) | 22,803,569 | ||||||||||||||||||||
|
2015 |
|
|
1,000,000 |
|
|
— |
|
|
20,000,105 |
|
|
4,000,000 |
|
|
337,872 |
|
|
25,337,977 |
| ||||||||
|
2014
|
|
|
717,211 |
|
|
— |
|
|
11,335,043 |
|
|
1,608,255 |
|
|
342,292 |
|
|
14,002,801 |
| ||||||||
Angela Ahrendts
Senior Vice President, | 2016 | 1,000,000 | — | 20,000,083 | 1,790,000 | 112,809 | (5) | 22,902,892 | ||||||||||||||||||||
|
2015 |
|
|
1,000,000 |
|
|
— |
|
|
20,000,105 |
|
|
4,000,000 |
|
|
779,124 |
|
|
25,779,229 |
| ||||||||
|
2014
|
|
|
411,538 |
|
|
500,000 |
|
|
70,001,196 |
|
|
1,648,352 |
|
|
790,038 |
|
|
73,351,124 |
| ||||||||
Eddy Cue
Senior Vice President, | 2016 | 1,000,000 | — | 20,000,083 | 1,790,000 | 17,461 | (6) | 22,807,544 | ||||||||||||||||||||
|
2015 |
|
|
1,000,000 |
|
|
— |
|
|
20,000,105 |
|
|
4,000,000 |
|
|
52,136 |
|
|
25,052,241 |
| ||||||||
|
2014
|
|
|
947,596 |
|
|
— |
|
|
20,000,900 |
|
|
3,437,500 |
|
|
59,743 |
|
|
24,445,739 |
| ||||||||
Dan Riccio
Senior Vice President, | 2016 | 1,000,000 | — | 20,000,083 | 1,790,000 | 17,461 | (7) | 22,807,544 | ||||||||||||||||||||
|
2015 |
|
|
1,000,000 |
|
|
— |
|
|
20,000,105 |
|
|
4,000,000 |
|
|
17,521 |
|
|
25,017,626 |
| ||||||||
|
2014
|
|
|
947,596 |
|
|
— |
|
|
20,000,900 |
|
|
3,437,500 |
|
|
17,239 |
|
|
24,403,235 |
| ||||||||
Bruce Sewell
Senior Vice President, | 2016 | 1,000,000 | — | 20,000,083 | 1,790,000 | 17,461 | (8) | 22,807,544 | ||||||||||||||||||||
|
2015 |
|
|
1,000,000 |
|
|
— |
|
|
20,000,105 |
|
|
4,000,000 |
|
|
17,521 |
|
|
25,017,626 |
| ||||||||
(1) | The grant date fair value for time-based RSUs is measured based on the closing fair market value of Apple’s common stock on the date of grant. The grant date fair value for performance-based RSUs is calculated based on a Monte-Carlo valuation of each award on the date of grant, determined under FASB ASC 718. Assuming the highest level of performance is achieved under the applicable performance conditions, the maximum possible value of the performance-based RSUs granted to each of the named executive officers in |
Apple Inc. | 2017 Proxy Statement | 39
Summary of Significant Accounting Policies found in Part II, Item 8, “Financial Statements and Supplementary Data” in the Notes to Consolidated Financial Statements in the Annual Report, and also see footnote 1 to the table entitled “Grants of Plan-Based Awards— |
Apple Inc. | 2016 Proxy Statement | 35
(2) | As described under “Executive Compensation—Compensation Discussion and Analysis,” the named executive officers’ annual cash incentives are based on the performance of Apple |
(3) | This amount represents: (i) Apple’s contributions to Mr. Cook’s account under its 401(k) plan in the amount of $15,900; (ii) term life insurance premiums paid by Apple in the amount of |
(4) | This amount represents: (i) Apple’s contributions to Mr. Maestri’s account under its 401(k) plan in the amount of |
(5) | This amount represents: (i) Apple’s contributions to Ms. Ahrendts’ account under its 401(k) plan in the amount of $7,950; (ii) term life insurance premiums paid by Apple in the amount of |
(6) | This amount represents: (i) Apple’s contributions to Mr. Cue’s account under its 401(k) plan in the amount of $15,900; and (ii) term life insurance premiums paid by Apple in the amount of |
(7) | This amount represents: (i) Apple’s contributions to Mr. Riccio’s account under its 401(k) plan in the amount of $15,900; and (ii) term life insurance premiums paid by Apple in the amount of |
(8) | This amount represents: (i) Apple’s contributions to Mr. Sewell’s account under its 401(k) plan in the amount of $15,900; and (ii) term life insurance premiums paid by Apple in the amount of |
CompensationThe amounts in the salary, bonus, and non-equity incentive plan compensation columns of Named Executive Officers
The table entitledthe “Summary Compensation Table—2016, 2015, 2014, and 2013” above quantifies2014” reflect actual amounts paid for the value ofrelevant years, while the different forms of compensation of each named executive officer for services rendered during 2015, 2014, and 2013. The primary elements of each named executive officer’s total compensation shownamounts in the table are base salary, an annual cash incentive, and long-term equitystock awards consisting of time-based and performance-based RSUs. All other compensation is reported in Column (g) of the table entitled “Summary Compensation Table—2015, 2014, and 2013,” as further described in the footnotes to the table.
The table entitled “Summary Compensation Table—2015, 2014, and 2013” should be read in conjunction with the Compensation Discussion and Analysis and the following tables and narrative descriptions. The table entitled “Grants of Plan-Based Awards—2015” and the accompanying description provide information regarding the annual incentive opportunities awarded to named executive officers in 2015.column reflect accounting values. The tables entitled “Outstanding Equity Awards at 20152016 Year-End” and “Option Exercises and Stock Vested—2015”2016” provide further information on the named executive officers’ potential realizable value and actual value realized with respect to their equity awards. The “Summary Compensation Table—2016, 2015, and 2014” should be read in conjunction with the Compensation Discussion and Analysis and the subsequent tables and narrative descriptions.
Apple Inc. | 20162017 Proxy Statement | 3640
Grants of Plan-Based Awards—20152016
The following table shows information regarding the incentive awards granted to the named executive officers for 2015.2016.
Estimated Future Payouts
Plan Awards | Estimated Future Payouts
Plan Awards | All Other Stock Awards: Number of Shares of Stock or Units (#)(i) | Grant Date Fair Value of Stock and Option Awards(1) ($)(j) | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | Estimated Future Payouts Under Equity Incentive Plan Awards | All Other Stock Awards: Number of Shares of Stock or Units (#)(i) | Grant Date Fair Value Awards(1) ($)(j) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Name (a) | Award Type | Grant Date (b) | Threshold ($)(c) | Target ($)(d) | Maximum ($)(e) | Threshold (#)(f) | Target (#)(g) | Maximum (#)(h) | Award Type | Grant Date (b) | Threshold ($)(c) | Target ($)(d) | Maximum ($)(e) | Threshold (#)(f) | Target (#)(g) | Maximum (#)(h) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Tim Cook | Cash Incentive | — | 2,000,000 | 4,000,000 | 8,000,000 | — | — | — | — | — | Cash Incentive | — | 3,000,000 | 6,000,000 | 12,000,000 | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Luca Maestri | Cash Incentive | — | 1,000,000 | 2,000,000 | 4,000,000 | — | — | — | — | — | Cash Incentive | — | 1,000,000 | 2,000,000 | 4,000,000 | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Time-based RSUs | 10/5/2015 | — | — | — | — | — | — | 108,323 | 12,000,022 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Time-based RSUs | 10/17/2014 | — | — | — | — | — | — | 122,863 | 12,000,029 | Performance-based RSUs | 10/5/2015 | — | — | — | 16,316 | 65,264 | 130,528 | — | 8,000,061 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Performance-based RSUs | 10/17/2014 | — | — | — | 17,144 | 68,576 | 137,152 | — | 8,000,076 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Angela Ahrendts | Cash Incentive | — | 1,000,000 | 2,000,000 | 4,000,000 | — | — | — | — | — | Cash Incentive | — | 1,000,000 | 2,000,000 | 4,000,000 | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Time-based RSUs | 10/17/2014 | — | — | — | — | — | — | 122,863 | 12,000,029 | Time-based RSUs | 10/5/2015 | — | — | — | — | — | — | 108,323 | 12,000,022 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Performance-based RSUs | 10/17/2014 | — | — | — | 17,144 | 68,576 | 137,152 | — | 8,000,076 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Performance-based RSUs | 10/5/2015 | — | — | — | 16,316 | 65,264 | 130,528 | — | 8,000,061 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Eddy Cue | Cash Incentive | — | 1,000,000 | 2,000,000 | 4,000,000 | — | — | — | — | — | Cash Incentive | — | 1,000,000 | 2,000,000 | 4,000,000 | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Time-based RSUs | 10/5/2015 | — | — | — | — | — | — | 108,323 | 12,000,022 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Time-based RSUs | 10/17/2014 | — | — | — | — | — | — | 122,863 | 12,000,029 | Performance-based RSUs | 10/5/2015 | — | — | — | 16,316 | 65,264 | 130,528 | — | 8,000,061 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Performance-based RSUs | 10/17/2014 | — | — | — | 17,144 | 68,576 | 137,152 | — | 8,000,076 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Dan Riccio | Cash Incentive | — | 1,000,000 | 2,000,000 | 4,000,000 | — | — | — | — | — | Cash Incentive | — | 1,000,000 | 2,000,000 | 4,000,000 | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Time-based RSUs | 10/17/2014 | — | — | — | — | — | — | 122,863 | 12,000,029 | Time-based RSUs | 10/5/2015 | — | — | — | — | — | — | 108,323 | 12,000,022 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Performance-based RSUs | 10/17/2014 | — | — | — | 17,144 | 68,576 | 137,152 | — | 8,000,076 | Performance-based RSUs | 10/5/2015 | — | — | — | 16,316 | 65,264 | 130,528 | — | 8,000,061 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Bruce Sewell | Cash Incentive | — | 1,000,000 | 2,000,000 | 4,000,000 | — | — | — | — | — | Cash Incentive | — | 1,000,000 | 2,000,000 | 4,000,000 | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Time-based RSUs | 10/17/2014 | — | — | — | — | — | — | 122,863 | 12,000,029 | Time-based RSUs | 10/5/2015 | — | — | — | — | — | — | 108,323 | 12,000,022 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Performance-based RSUs | 10/17/2014 | — | — | — | 17,144 | 68,576 | 137,152 | — | 8,000,076 | Performance-based RSUs | 10/5/2015 | — | — | — | 16,316 | 65,264 | 130,528 | — | 8,000,061 |
(1) | The grant date fair value for time-based RSUs is measured based on the closing fair market value of Apple’s common stock on the date of grant. The grant date fair value for performance-based RSUs is calculated based on a Monte-Carlo valuation of each award on the date of grant, determined under FASB ASC 718, incorporating the following assumptions: |
Assumptions | ||||||||||||||||
Grant Date | Performance Period End Date | Expected Term (years) | Expected Volatility | Risk-Free Interest Rate | Performance Period End Date | Expected Term (years) | Expected Volatility | Risk-Free Interest Rate | ||||||||
10/17/2014 | 9/30/2017 | 2.95 | 26.99% | 0.77% | ||||||||||||
10/5/2015 | 9/29/2018 | 2.98 | 26.91% | 0.89% |
Apple used its historical stock prices as the basis for the volatility assumptions. The risk-free interest rates were based on U.S. Treasury rates in effect at the time of grant. The expected term was based on the time remaining in the performance period on the grant date. See Note 1—Summary of Significant Accounting Policies found in Part II, Item 8, “Financial Statements and Supplementary Data” in the Notes to Consolidated Financial Statements in the Annual Report. |
Apple Inc. | 20162017 Proxy Statement | 3741
Description of Plan-Based Awards
Non-Equity Incentive Plan Awards. Each of the “Non-Equity Incentive Plan Awards” shown in the table entitled “Grants of Plan-Based Awards—2015”2016” was granted under Apple’s 2014 Employee Stock Plan (the “2014 Plan”), which provides flexibility to grant cash incentive awards, as well as equity awards. The material terms of the 20152016 non-equity incentive awards are described under “Executive Compensation—Compensation Discussion and Analysis” in the section entitled “Annual Cash Incentive.”
All Other Stock Awards. Each of the time-based and performance-based RSUs shown in the table entitled “Grants of Plan-Based Awards—2015”2016” was granted under, and is subject to, the terms of the 2014 Plan. The Compensation Committee administers the 2014 Plan.
Time-Based RSUs. The time-based RSUs granted on October 17, 20145, 2015 are scheduled to vest in three annual installments commencing on April 1, 2017.2018. Vesting is generally contingent on each officer’s continued employment with Apple through the applicable vesting date.
Performance-Based RSUs. The performance-based RSUs granted on October 17, 20145, 2015 are scheduled to vest on October 1, 2017,2018, subject to each officer’s continued employment with Apple through the vesting date and satisfaction of performance conditions for the performance period beginning on September 28, 201427, 2015 and ending on September 30, 2017.29, 2018. As described under “Executive Compensation—Compensation Discussion and Analysis” in the section entitled “Other Named Executive OfficerOfficers’ Long-Term Equity Awards,” in each case, between 0% and 200% of the target number of performance-based RSUs vest depending on Apple’s Relative TSR percentile compared to the other companies in the S&P 500 over the performance period, with 100% of the target RSUs vesting if Apple’s Relative TSR is at the 55th percentile. If Apple’s total shareholder return for the performance period is negative, the number of RSUs that vest is capped at 100% of target.
Dividend Equivalents. RSUs granted under the 2014 Plan have dividend equivalents, which entitle holders of RSUs to the same dividend value per share as holders of common stock. Dividend equivalents are subject to the same vesting and other terms and conditions as the corresponding unvested RSUs. Dividend equivalents are accumulated and paid when the underlying sharesRSUs vest. At Mr. Cook’s request, none of his RSUs participate in dividend equivalents.
Apple Inc. | 20162017 Proxy Statement | 3842
Outstanding Equity Awards at 20152016 Year-End
The following table shows information regarding the outstanding equity awards held by each of the named executive officers as of September 26, 2015.24, 2016.
Name (a) | Grant Date (b) | Number of Shares (#)(c) | Market Value of Shares or Units of Stock That Have Not Vested(1) ($)(d) | Equity Incentive (#)(e) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(1) ($)(f) | Grant Date (b) | Number of Shares or Units of Stock That Have Not Vested (#)(c) | Market Value of Shares or Units of Stock That Have Not Vested(1) ($)(d) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(e) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(1) ($)(f) | ||||||||||||||||||||||||||||||
Tim Cook | 8/24/2011 | 3,080,000 | (2) | 353,306,800 | 1,680,000 | (2) | 192,712,800 | 8/24/2011 | 2,100,000(2) | 236,691,000 | 1,400,000(2) | 157,794,000 | ||||||||||||||||||||||||||||
Luca Maestri | 3/4/2013 | 99,986 | (3) | 11,469,394 | — | — | 3/4/2013 | 33,328(3) | 3,756,399 | — | — | |||||||||||||||||||||||||||||
10/7/2013 | 62,790 | (4) | 7,202,641 | — | — | 10/7/2013 | 37,674(4) | 4,246,237 | — | — | ||||||||||||||||||||||||||||||
5/29/2014 | 28,651 | (5) | 3,286,556 | 15,708 | (5)(6) | 1,801,865 | 5/29/2014 | 19,100(5) | 2,152,761 | 7,749(5)(6) | 873,390 | |||||||||||||||||||||||||||||
10/17/2014 | 122,863 | (7) | 14,093,615 | 68,576 | (7)(6) | 7,866,353 | 10/17/2014 | 122,863(7) | 13,847,889 | 68,576(7)(6) | 7,729,201 | |||||||||||||||||||||||||||||
10/5/15 | 108,323(8) | 12,209,085 | 65,264(8)(6) | 7,355,905 | ||||||||||||||||||||||||||||||||||||
Angela Ahrendts | 5/1/2014 | 91,952 | (8) | 10,547,814 | — | — | 5/1/2014 | 26,271(9) | 2,961,004 | — | — | |||||||||||||||||||||||||||||
5/1/2014 | 78,110(10) | 8,803,778 | 40,229(10)(6) | 4,534,211 | ||||||||||||||||||||||||||||||||||||
5/1/2014 | 156,221 | (9) | 17,920,111 | 80,402 | (9)(6) | 9,222,913 | 10/17/2014 | 122,863(7) | 13,847,889 | 68,576(7)(6) | 7,729,201 | |||||||||||||||||||||||||||||
10/17/2014 | 122,863 | (7) | 14,093,615 | 68,576 | (7)(6) | 7,866,353 | 10/5/15 | 108,323(8) | 12,209,085 | 65,264(8)(6) | 7,355,905 | |||||||||||||||||||||||||||||
Eddy Cue | 11/2/2011 | 525,000 | (10) | 60,222,750 | — | — | 3/3/2014 | 106,110(11) | 11,959,658 | 44,912(11)(6) | 5,062,032 | |||||||||||||||||||||||||||||
3/3/2014 | 159,166 | (11) | 18,257,932 | 91,294 | (11)(6) | 10,472,335 | 10/17/2014 | 122,863(7) | 13,847,889 | 68,576(7)(6) | 7,729,201 | |||||||||||||||||||||||||||||
10/17/2014 | 122,863 | (7) | 14,093,615 | 68,576 | (7)(6) | 7,866,353 | 10/5/15 | 108,323(8) | 12,209,085 | 65,264(8)(6) | 7,355,905 | |||||||||||||||||||||||||||||
Dan Riccio | 10/10/2011 | 17,500 | (12) | 2,007,425 | — | — | 3/3/2014 | 106,110(11) | 11,959,658 | 44,912(11)(6) | 5,062,032 | |||||||||||||||||||||||||||||
8/23/2012 | 175,000 | (13) | 20,074,250 | — | — | 10/17/2014 | 122,863(7) | 13,847,889 | 68,576(7)(6) | 7,729,201 | ||||||||||||||||||||||||||||||
3/3/2014 | 159,166 | (11) | 18,257,932 | 91,294 | (11)(6) | 10,472,335 | 10/5/15 | 108,323(8) | 12,209,085 | 65,264(8)(6) | 7,355,905 | |||||||||||||||||||||||||||||
10/17/2014 | 122,863 | (7) | 14,093,615 | 68,576 | (7)(6) | 7,866,353 | ||||||||||||||||||||||||||||||||||
Bruce Sewell | 11/2/2011 | 525,000 | (14) | 60,222,750 | — | — | 3/3/2014 | 106,110(11) | 11,959,658 | 44,912(11)(6) | 5,062,032 | |||||||||||||||||||||||||||||
3/3/2014 | 159,166 | (11) | 18,257,932 | 91,294 | (11)(6) | 10,472,335 | 10/17/2014 | 122,863(7) | 13,847,889 | 68,576(7)(6) | 7,729,201 | |||||||||||||||||||||||||||||
10/17/2014 | 122,863 | (7) | 14,093,615 | 68,576 | (7)(6) | 7,866,353 | 10/5/15 | 108,323(8) | 12,209,085 | 65,264(8)(6) | 7,355,905 |
(1) | The dollar amounts shown in Columns (d) and (f) are determined by multiplying |
Apple Inc. | 2016 Proxy Statement | 39
(2) | 700,000 time-based RSUs subject to this award are scheduled to vest on August 24, |
Apple Inc. | 2017 Proxy Statement | 43
(3) | The |
(4) | 12,558 RSUs subject to this award vested on October 15, |
(5) | The time-based RSUs subject to this award are scheduled to vest in |
(6) | The target number of performance-based RSUs is shown. As described under “Executive Compensation—Compensation Discussion and Analysis,” in each case, between 0% and 200% of the target number of performance-based RSUs vest depending on Apple’s Relative TSR compared to the other companies in the S&P 500 over the relevant performance period. |
(7) | The time-based RSUs subject to this award are scheduled to vest in three annual installments commencing on April 1, 2017, assuming that the officer continues to be employed with Apple through the applicable vesting date. 68,576 performance-based RSUs are scheduled to vest on October 1, 2017, |
(8) |
|
(9) | 13,139 RSUs subject to this award are scheduled to vest on June 14, |
|
|
|
The |
|
|
Apple Inc. | 20162017 Proxy Statement | 4044
The following table shows information regarding the vesting during 20152016 of RSU awardsRSUs previously granted to the named executive officers. No options were exercised by theany named executive officersofficer during 2015.2016.
Stock Awards | ||||||||||||||||
Name (a) | Number of Shares Acquired on Vesting (#)(b) | Value Realized on ($)(c) | Number of Shares Acquired on Vesting (#)(b) | Value Realized on Vesting(1) ($)(c) | ||||||||||||
Tim Cook | 560,000 | 57,747,200 | 1,260,000 | 136,117,800 | ||||||||||||
Luca Maestri | 91,776 | 11,076,681 | 117,243 | 13,114,923 | ||||||||||||
Angela Ahrendts | 391,634 | 50,688,315 | 218,916 | 21,669,865 | ||||||||||||
Eddy Cue | 350,000 | 38,121,500 | 670,820 | 80,284,181 | ||||||||||||
Dan Riccio | 223,125 | 28,864,781 | 338,320 | 38,919,456 | ||||||||||||
Bruce Sewell | — | — | 670,820 | 75,674,681 |
(1) | The dollar amounts shown in Column (c) |
|
Apple Inc. | 20162017 Proxy Statement | 4145
Potential Payments Upon Termination or Change in Control
We generally do not enter into severance arrangements with our named executive officers, and none of the equity awards granted to the named executive officers under Apple’s equity incentive plans provide for acceleration in connection with a change in control or a termination of employment, other than as noted below or in connection with death or disability.
As described under “Executive Compensation—Compensation Discussion and Analysis” in the section entitled “Other Benefits,” Ms. Ahrendts was provided a limited cash severance arrangement when she joined Apple. Within the first three years of her start date, if we terminate Ms. Ahrendts’ employment other than for “Cause” or if she resigns for “Good Reason,” we will pay her as severance the amount of her final base salary for the remainder of the three-year period in a single lump sum. Under this arrangement, the severance value declines to zero by May 1, 2017. In addition, the vesting of the RSUs awarded to Ms. Ahrendts’Ahrendts to compensate her for her unvested equity at Burberry, where she had previously served as chief executive officerChief Executive Officer (the “Make Whole RSUs”), is accelerated if Apple terminates her employment other than for “Cause” or if she resigns for “Good Reason.” Had Ms. Ahrendts’ employment terminated on September 25, 2015,23, 2016, the last business day of Apple’s fiscal year, the estimated amount that she would have been entitled to under the cash severance arrangement would have been $1,591,781,$597,260, and the estimated amount she would have been entitled to under the Make Whole RSUs would have been $10,547,814.$2,961,004. “Cause” and “Good Reason” are defined in Ms. Ahrendts’ offer letter. “Cause” generally means an act of fraud or material dishonesty; gross misconduct; failure to follow the lawful direction of the CEO or Board; failure to perform material duties for Apple; or material breach of an Apple policy. “Good Reason” generally means a material change in duties or responsibilities; a change in the reporting structure such that Ms. Ahrendts no longer reports to the CEO; a material change in primary work location; or a breach by Apple of any of its material commitments in connection with Ms. Ahrendts’ employment.
Apple Inc. | 20162017 Proxy Statement | 4246
Equity Acceleration upon Death or Disability
Time-Based RSUs.Time-based RSU awardsRSUs provide for partial accelerated vesting of the RSUs scheduled to vest on the next applicable vesting date following termination of employment due to disability and for full accelerated vesting upon death.
Performance-Based RSUs.Performance-based RSU awardsRSUs provide for a partial waiver of the service vesting condition upon the death or disability of the award recipient, with the number of shares that become vestedvest determined at the end of the performance period, based on actual performance results and the recipient’s dates of employment during the performance period.
The following table listsshows the estimated amounts that the named executive officers and the estimated amounts they would have become entitled to under the terms of all outstanding RSU awards granted to themRSUs had their employment terminated due to either death or disability on September 25, 2015,23, 2016, the last business day of Apple’s fiscal year. The estimated paymentsvalues for the performance-based RSUs are based on performance to date as of September 25, 2015.shown at the maximum potential payout amounts.
Name | Estimated Total Value of Equity ($) | Estimated Total Value of Equity ($) | Estimated Total Value of Equity Acceleration upon Death(1) ($) | Estimated Total Value of Equity ($) | ||||||||||||
Tim Cook | 388,153,633 | 103,272,725 | 270,871,096 | 38,070,282 | ||||||||||||
Luca Maestri | 43,905,482 | 12,099,496 | 53,042,453 | 24,038,225 | ||||||||||||
Angela Ahrendts | 58,360,777 | 20,963,482 | 60,163,584 | 31,472,351 | ||||||||||||
Eddy Cue | 115,076,040 | 59,270,542 | 63,216,785 | 33,290,589 | ||||||||||||
Dan Riccio | 76,949,533 | 37,049,609 | 63,216,785 | 33,290,589 | ||||||||||||
Bruce Sewell | 115,090,608 | 78,431,242 | 63,216,785 | 33,290,589 |
(1) | The dollar amounts are determined by multiplying |
Apple Inc. | 20162017 Proxy Statement | 4347
This Proxy Statement contains eight9 proposals requiring shareholder action:
• | Proposal No. 1 requests the election to our Board of the eight nominees named in this Proxy |
• | Proposal No. 2 requests the ratification of the appointment of Ernst & Young LLP as Apple’s independent registered public accounting firm for |
• | Proposal No. 3 requests that shareholders vote on an advisory resolution approving our executive compensation. |
• | Proposal No. 4 requests that shareholders |
• | Proposals No. 5 through No. |
Each proposal is discussed in more detail in the pages that follow.
Apple Inc. | 2017 Proxy Statement | 48
Proposal No. 1 – Election of Directors
The Board has nominated directors Bell, Cook, Gore, Iger, Jung, Levinson, Sugar, and Wagner to be elected to serve until the next annual meeting of shareholders and until their successors are duly elected and qualified.
At the Annual Meeting, proxies cannot be voted for a greater number of individuals than the eight nominees named in this Proxy Statement. Holders of proxies solicited by this Proxy Statement will vote the proxies received by them as directed on the proxy card or, if no direction is made, for the election of the Board’s eight nominees.
The term of any incumbent director who does not receive the affirmative vote of (1) a majority of the shares present or represented by proxy and voting at the Annual Meeting and (ii) a majority of the shares required to constitute a quorum, and has not earlier resigned, will end on the date that is the earlier of (a) 90 days after the date on which the voting results for the Annual Meeting are determined by the inspector of election, or (b) the date on which the Board selects a person to fill the office held by that director in accordance with Apple’s bylaws.
Each of the directors nominated by the Board has consented to serving as a nominee, being named in this Proxy Statement, and serving on the Board if elected. Each director elected at the Annual Meeting will be elected to serve a one-year term. If any nominee is unable or declines to serve as a director at the time of the Annual Meeting, the proxy holders may vote for any nominee designated by the present Board to fill the vacancy.
There are no family relationships among Apple’s executive officers and directors.
The Board recommends that shareholders vote FOR the election of directors Bell, Cook, Gore, Iger, Jung, Levinson, Sugar, and Wagner.
Vote Required
Apple has implemented majority voting in uncontested elections of directors. Accordingly, Apple’s bylaws provide that in an uncontested election of directors the affirmative vote of (i) a majority of the shares present or represented by proxy and voting at the Annual Meeting and (ii) a majority of the shares required to constitute a quorum is required to elect a director.
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Proposal No. 2 – Ratification of Appointment of Independent Registered Public Accounting Firm
The Audit Committee has re-appointed Ernst & Young LLP as Apple’s independent registered public accounting firm and as auditors of Apple’s consolidated financial statements for 2016.2017. Ernst & Young LLP has served as Apple’s independent registered public accounting firm since 2009. The Audit Committee reviews the performance of the independent registered public accounting firm annually.
At the Annual Meeting, our shareholders are being asked to ratify the appointment of Ernst & Young LLP as Apple’s independent registered public accounting firm for 2016.2017. In the event of a negative vote on this proposal, the Audit Committee will reconsider its selection. Even if this appointment is ratified, the Audit Committee may, in its discretion, direct the appointment of a different independent registered public accounting firm at any time during the year if the Audit Committee determines that such a change would be in the best interests of Apple and its shareholders. Representatives of Ernst & Young LLP are expected to be present at the Annual Meeting, will have an opportunity to make a statement if they desire to do so, and will be available to respond to questions.
Fees Paid to Auditors
The following table shows the fees billed by Apple’s independent registered public accounting firm for the years ended September 26, 2015,24, 2016, and September 27, 2014.26, 2015.
Ernst & Young LLP | 2015 ($) | 2014 ($) | ||||||||||||||
Ernst & Young | 2016 ($) | 2015 ($) | ||||||||||||||
Audit Fees(1) | 12,414,100 | 10,286,500 | 13,537,500 | 12,414,100 | ||||||||||||
Audit-Related Fees(2) | 636,800 | 314,400 | 653,000 | 636,800 | ||||||||||||
Tax Fees(3) | 2,381,100 | 1,689,000 | 1,863,700 | 2,381,100 | ||||||||||||
All Other Fees(4) | 50,000 | — | 62,200 | 50,000 | ||||||||||||
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Total | 15,482,000 | 12,289,900 | 16,116,400 | 15,482,000 |
(1) | Audit fees relate to professional services rendered in connection with the audit of Apple’s annual financial statements and internal control over financial reporting, quarterly review of financial statements included in Apple’s Quarterly Reports on Form 10-Q, and audit services provided in connection with other statutory and regulatory filings. |
(2) | Audit-related fees relate to professional services that are reasonably related to the performance of the |
(3) | Tax fees relate to professional services rendered in connection with tax |
(4) | All other fees relate to professional services not included in the categories above, including services related to other regulatory reporting requirements. |
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Policy on Audit Committee Pre-Approval of Audit and Non-Audit Services Performed by the Independent Registered Public Accounting Firm
Apple maintains an auditor independence policy that, among other things, prohibits Apple’s independent registered public accounting firm from performing non-financial consulting services, such as information technology consulting and internal audit services. This policy mandates that the Audit Committee approve in advance the audit and permissible non-audit services to be performed by the independent registered public accounting firm and the related budget, and that the Audit Committee be provided with quarterly reporting on actual spending. This policy also mandates that Apple may not enter into engagements with Apple’s independent registered public accounting firm for non-audit services without the express pre-approval of the Audit Committee. In accordance with this policy, the Audit Committee pre-approved all services performed by Apple’s independent registered public accounting firm in 2015.2016.
The Board recommends a vote FOR Proposal No. 2.
Vote Required
Approval of Proposal No. 2 requires the affirmative vote of (i) a majority of the shares present or represented by proxy and voting at the Annual Meeting and (ii) a majority of the shares required to constitute a quorum.
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Proposal No. 3 – Advisory Vote to Approve Executive Compensation
In accordance with the requirements of Section 14A of the Exchange Act and the related rules of the SEC, our shareholders have the opportunity to cast an annual advisory vote to approve the compensation of our named executive officers as disclosed pursuant to the SEC’s compensation disclosure rules, including the Compensation Discussion and Analysis, the compensation tables, and the narrative disclosures that accompany the compensation tables (a “say-on-pay proposal”).
Our executive compensation program is designed to be simple, effective, and effective.link pay to performance. It reflects the size, scope, and scopesuccess of Apple’s business, as well as the responsibilities and performance of our named executive officers. We achieved record-breaking financial results in 2015, and we believe theour compensation provided to our named executive officers for 2015program appropriately rewards this performance.performance and is aligned with the long-term interests of our shareholders. We encourage shareholders to read the Compensation Discussion and Analysis, beginning on page 2428 of this Proxy Statement, which describes the details of our executive compensation program and the decisions made by the Compensation Committee in 2015.2016.
We had another year of strong financial results in 2016 with net sales of $215.6 billion and operating income of $60.0 billion. These two financial measures are used to evaluate executive performance under our annual cash incentive program. For 2016, these measures declined from our record-breaking 2015 levels, and were below the target performance goals set by the Compensation Committee. The annual cash incentives paid to our named executive officers for 2016 reflected these results with below-target payouts. While the annual cash incentives are intended to reward the achievement of short-term financial goals, our executive compensation program emphasizes and rewards results over the long-term through equity incentives that have a substantial performance-based component and multi-year vesting schedules. For 2017, we placed an even greater emphasis on long-term performance by increasing the performance-based component of our equity incentives to 50%. We have also implemented robust stock ownership guidelines that apply to all executive officers.
We value the feedback provided by our shareholders.shareholders, who supported our executive compensation program at the 2016 annual meeting of shareholders with approximately 95% of votes cast. We have discussions with many of our shareholders on an ongoing basis regarding various corporate governance topics, including executive compensation, and take into account the views of shareholders regarding the design and effectiveness of our executive compensation program.
Shareholders are being asked to approve the following resolution at the Annual Meeting:
RESOLVED, that the compensation paid to the named executive officers, as disclosed in this Proxy Statement pursuant to the SEC’s executive compensation disclosure rules (which disclosure includes the Compensation Discussion and Analysis, the compensation tables, and the narrative disclosures that accompany the compensation tables), is hereby approved.
As an advisory vote, this proposal is not binding on Apple, the Board, or the Compensation Committee, and will not be construed as overruling a decision by Apple, the Board, or the Compensation Committee or creating or implying any additional fiduciary duty for Apple, the Board, or the Compensation Committee. However, the Compensation Committee and the Board value the opinions expressed by shareholders in their votes on this proposal and will consider the outcome of the vote when making future compensation decisions regarding named executive officers.
It is expected that the next say-on-pay vote will occur at the 20172018 annual meeting of shareholders.
The Board recommends a vote FOR Proposal No. 3.
Vote Required
Approval of Proposal No. 3 requires the affirmative vote of (i) a majority of the shares present or represented by proxy and voting at the Annual Meeting and (ii) a majority of the shares required to constitute a quorum.
Apple Inc. | 20162017 Proxy Statement | 4752
Proposal No. 4 – ApprovalAdvisory Vote on Frequency of the Amended and Restated Apple Inc. 2014 Employee Stock PlanSay-on-Pay Votes
At the Annual Meeting, shareholders are being asked to approve the amended and restated 2014 Plan, which was adopted by the Board on November 17, 2015, subject to shareholder approval.
The shares subject to the 2014 Plan and applicable share limits have been restated to reflect our 7-for-1 stock split in June 2014. We are not asking shareholders to increase the maximum number of shares that may be issued or transferred pursuant to awards under the 2014 Plan.
Summary of Proposal
The 2014 Plan was approved by shareholders at the 2014 Annual Meeting. We are asking shareholders to approve the amended and restated 2014 Plan to increase to $30 million per person, per fiscal year, the maximum amount payable as a cash bonus award that may qualify as performance-based compensation under Section 162(m) of the Internal Revenue Code (the “162(m) Cash Award Limit”) and therefore may be deductible by Apple in determining its income tax liability under the Internal Revenue Code. As a result of the approval, we will also be able to meet new shareholder approval requirements for granting tax-qualified RSUs to employees of our subsidiaries in France (“French-qualified RSUs”). We are not proposing any amendments to the 2014 Plan in order to grant French-qualified RSUs.
162(m) Cash Award Limit. Section 162(m) of the Internal Revenue Code generally prevents a publicly held corporation from deducting, for federal income tax purposes, compensation paid in excess of $1 million per year to any of its chief executive officer or three other most highly compensated executive officers, other than the chief financial officer (“Covered Persons”). If certain conditions are met, compensation that qualifies as “performance-based” under Code Section 162(m) is excluded for purposes of calculating the $1 million limit. Among these conditions is the requirement that the corporation’s shareholders approve the performance criteria that must be achieved for the compensation to be payable, and approve either a maximum amount or an objective formula that will determine the maximum amount that may be payable to the Covered Persons upon the achievement of the applicable performance criteria.
Shareholders previously approved a 162(m) Cash Award Limit of $10 million per person, per calendar year, under the 2014 Plan. Subsequent to this approval the Compensation Committee implemented several design changes to our executive compensation program after considering a number of factors, including market data provided by its independent compensation consultant, financial results, market capitalization of Apple relative to peer companies, and shareholder input. The changes applicable to Covered Persons included base salary increases and an increase to the maximum annual cash incentive compensation opportunity to 400% of base salary. As a result of these changes we are seeking shareholder approval of an increased 162(m) Cash Award Limit to continue providing competitive annual cash incentive opportunities under the 2014 Plan that are intended to be tax deductible. If shareholders do not approve the amended and restated 2014 Plan, the 2014 Plan will continue in effect and annual cash incentives will continue to be payable under the 2014 Plan, up to the currently effective limit applicable to cash awards, on a tax-deductible basis. In that circumstance, the Compensation Committee would need to decide whether to approve additional incentives for Covered Persons outside the parameters of the 2014 Plan that would not be tax-deductible.
French-Qualified RSUs. In August 2015, a new French law (Loi Macron) introduced changes applicable to French-qualified RSUs that provide more favorable tax and social treatment to the local employer
Apple Inc. | 2016 Proxy Statement | 48
subsidiary and its employees than non-qualified RSUs, if the French-qualified RSUs are granted pursuant to a plan authorized by shareholders after August 7, 2015. We are not required to grant French-qualified RSUs in France and may choose, at our discretion, to grant non-qualified awards to employees of our French subsidiaries depending on the circumstances. The 2014 Plan already provides that the Compensation Committee has the full authority, in its sole discretion, to adopt such plans or sub-plans as may be deemed necessary or appropriate to comply with the law of other countries, and to allow for tax-preferred treatment of awards. However, because the 2014 Plan was authorized by shareholders before August 7, 2015, shareholder approval of the amended and restated 2014 Plan at the Annual Meeting would allow us to meet the shareholder authorization requirement for granting French-qualified RSUs with more favorable terms.
Description of the 2014 Plan
The following is a summary of the principal features of the 2014 Plan, and where indicated, the effect of the proposed amendments. This summary does not purport to be a complete description of all of the provisions of the 2014 Plan. It is qualified in its entirety by reference to the full text of the 2014 Plan, as amended and restated. A copy of the 2014 Plan, as amended and restated, is included as Annex A to this Proxy Statement. The 2014 Plan is also available on the SEC’s website atwww.sec.gov and any shareholder who desires to obtain a copy of the 2014 Plan may do so by written request to Apple’s Secretary at 1 Infinite Loop, MS: 301-4GC, Cupertino, California 95014.
Outstanding Awards and Participants
As of November 17, 2015, a total of 84 million shares of our common stock were then subject to outstanding awards granted under the 2014 Plan, and an additional 377 million shares were then available for new award grants under the 2014 Plan.
Share Reserve
Maximum Share Reserve. As of November 17, 2015, the maximum number of shares that may be issued or transferred pursuant to awards under the 2014 Plan is 625 million shares. This number is calculated using the share counting rules described in Sections 5(a) and 5(b) of the 2014 Plan and includes the number of shares available for new award grants under the 2014 Plan out of the 385 million shares authorized by shareholders upon adoption of the 2014 Plan; the number of shares available for new award grants under the 2003 Employee Stock Plan (the “2003 Plan”) on the date that shareholders approved the 2014 Plan; the number of shares subject to outstanding stock options under the 2003 Plan and 2014 Plan as of November 17, 2015; and two times the number of shares subject to outstanding RSUs under the 2003 Plan and 2014 Plan as of November 17, 2015 (all adjusted for the 7-for-1 stock split).
Shares issued with respect to awards granted under the 2014 Plan other than stock options or stock appreciation rights are counted against the 2014 Plan’s aggregate share limit as two shares for every one share actually issued in connection with the award. For example, if 100 shares are issued with respect to a RSU award granted under the 2014 Plan, 200 shares will be counted against the 2014 Plan’s aggregate share limit in connection with that award.
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Other Share Counting Rules. The following are other rules for counting shares against the applicable share limits of the 2014 Plan:
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Administration
The Compensation Committee administers the 2014 Plan.
Eligibility and Types of Awards Under the 2014 Plan
The 2014 Plan permits the granting by the plan administrator of stock options, stock appreciation rights, stock grants and RSUs, as well as cash bonus awards. Stock appreciation rights may be awarded in combination with stock options or stock grants, and such awards shall provide that the stock appreciation rights will not be exercisable unless the related stock options or stock grants are forfeited.
Employees, including executive officers and directors who are also our employees, and consultants of Apple and any parent or subsidiary of Apple are eligible to participate in the 2014 Plan. Non-Employee Directors are not eligible to participate. As of the end of the fiscal year, we had approximately 110,000 full-time equivalent employees, including executive officers, who were eligible to participate in the 2014 Plan. In October 2015, the Compensation Committee approved RSU awards under the 2014 Plan to substantially all of our employees. We do not currently grant equity awards to consultants.
RSUs
The plan administrator may award RSUs under the 2014 Plan. Participants are not required to pay any consideration to Apple at the time of grant of an RSU. The plan administrator may grant RSUs with time-based vesting or vesting upon satisfaction of performance goals and/or other conditions. The plan administrator may provide for dividend equivalents on RSUs awarded under the 2014 Plan based on the amount of dividends paid on outstanding shares of our common stock; provided that, as to any dividend equivalent rights granted in connection with an award of RSUs subject to performance-based vesting requirements, such dividend equivalents will be subject to the same performance-based vesting requirements as the RSUs to which they relate. When the participant satisfies the conditions of the RSU award, we may settle the award (including any related dividend equivalent rights) in shares, cash or any combination of both, as determined by the plan administrator, in its sole discretion.
Performance-Based Awards
Awards under the 2014 Plan may be made subject to performance conditions as well as time-vesting conditions. Such performance conditions may be established and administered in accordance with the requirements of Code Section 162(m)14A of the Exchange Act and the related rules of the SEC, our shareholders have the opportunity to cast an advisory vote to approve the compensation of our named executive officers. This Proposal No. 4 affords shareholders the opportunity to cast an advisory vote on how often we should include a say-on-pay proposal in our proxy materials for awards intendedfuture annual shareholder meetings or any special shareholder meeting for which we must include executive compensation information in the proxy statement for that meeting (a “say-on-pay frequency proposal”). Under this Proposal No. 4, shareholders may vote to qualify as “performance-based compensation” thereunder. Awards may be administered other thanhave the say-on-pay vote every year, every two years, or every three years.
Our shareholders voted on a similar proposal in accordance2011 with the requirements of Code Section 162(m) ifmajority voting to hold the plan administrator subsequently determinessay-on-pay vote every year. We continue to believe that they aresay-on-pay votes should be conducted every year so that our shareholders may annually express their views on our executive compensation program.
As an advisory vote, this proposal is not or are no longer, intended to qualify as “performance-based compensation” under Code Section 162(m). Subject to shareholders approving the amended and restated 2014 Plan, the 162(m) Cash Award Limit for performance-based awards that are payable in cash (“Cash Bonus Awards”) is $30 million. Cash Bonus Awards do not include cash-settled RSU awards and cash-settled stock appreciation rights, which are subject to applicable individual limits under the 2014 Plan, as well as discretionary cash incentive payments awarded bybinding on Apple, the Board, or the Compensation Committee outside of the 2014 Plan. Performance conditions under the 2014 Plan shall utilize one or more objective measurable performance goals as determined by the plan administrator based upon one or more factors, including: (i) operating income; (ii) earnings before interest, taxes, depreciation and amortization; (iii) earnings; (iv) cash flow; (v) market
Apple Inc. | 2016 Proxy Statement | 51
share; (vi) sales or revenue; (vii) expenses; (viii) cost of goods sold; (ix) profit/loss or profit margin; (x) working capital; (xi) return on equity or assets; (xii) earnings per share; (xiii) total shareholder return; (xiv) price/earnings ratio; (xv) debt or debt-to-equity; (xvi) accounts receivable; (xvii) writeoffs; (xviii) cash; (xix) assets; (xx) liquidity; (xxi) operations; (xxii) intellectual property (e.g., patents); (xxiii) product development; (xxiv) manufacturing, production or inventory; (xxv) mergers and acquisitions or divestitures; and/or (xxvi) stock price. Any criteria used may be measured, as applicable, (a) in absolute terms, (b) in relative terms (including but not limited to, the passage of time and/or against other companies or financial metrics), (c) on a per share and/or share per capita basis, (d) against the performance of Apple as a whole or against particular entities, segments, operating units or products and/or (e) on a pre-tax or after tax basis. Awards that are not intended to qualify as “performance-based compensation” under Code Section 162(m) may be granted under the 2014 Plan and determined without regard to performance goals and may involve the plan administrator’s discretion.
Stock Options
The plan administrator may grant nonstatutory stock options or incentive stock options, which are entitled to potentially favorable tax treatment, under the 2014 Plan. The plan administrator will determine the vesting schedule and number of shares covered by each stock option granted to a participant. The plan administrator may grant stock options with time-based vesting or vesting upon satisfaction of performance goals and/or other conditions. The stock option exercise price is determined at grant by the plan administrator and must be at least 100% of the fair market value of a share on the date of grant (110% for incentive stock options granted to shareholders who own more than 10% of the total outstanding shares of Apple, its parent or any of its subsidiaries). Consistent with applicable laws, regulations and rules, payment of the exercise price of stock options may be made by cashless exercise or by any other form of payment approved by the Compensation Committee. The term of a stock option shall not exceed seven years from the date of grant. Dividend equivalent rights may not be granted on stock options awarded under the 2014 Plan.
Stock Grants
The plan administrator may award stock, subject to vesting conditions, under the 2014 Plan. Participants may be required to pay cash or other legal consideration to Apple at the time of a stock grant, but the 2014 Plan does not establish a minimum purchase price for shares awarded as stock grants. The plan administrator may award stock grants with time-based vesting or vesting upon satisfaction of performance goals and/or other conditions. When the stock grant award conditions are satisfied, then the participant will be vested in the shares and will have complete ownership of the shares. Dividends paid on unvested stock grants subject to performance-based vesting requirements will be subject to forfeiture or repayment, as the case may be, if the related performance-based vesting condition is not satisfied.
Stock Appreciation Rights
The plan administrator may grant stock appreciation rights under the 2014 Plan. The vesting schedule and number of shares covered by each stock appreciation right granted to a participant will be determined by the plan administrator. The plan administrator may grant stock appreciation rights with time-based vesting or vesting upon satisfaction of performance goals and/or other conditions. The exercise price of a stock appreciation right will be established by the plan administrator and may not be less than 100% of the fair
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market value of a share on the date of grant. Upon exercise of a stock appreciation right, the participant will receive payment from Apple in an amount determined by multiplying (a) the excess of (i) the fair market value of a share on the date of exercise over (ii) the exercise price times (b) the number of shares with respect to which the stock appreciation right is exercised. Stock appreciation rights may be paid in cash, shares, or any combination of both, as determined by the plan administrator, in its sole discretion, at the time of grant. The term of a stock appreciation right shall not exceed seven years from the date of grant. Dividend equivalent rights may not be granted on stock appreciation rights awarded under the 2014 Plan.
No Repricing
In no case, except due to an adjustment to reflect a stock split or other event referred to under “Adjustments” below, and except for any repricing that may be approved by shareholders, will the plan administrator (1) amend an outstanding stock option or stock appreciation right to reduce the exercise price or base price of the award, (2) cancel, exchange, or surrender an outstanding stock option or stock appreciation right in exchange for cash or other awards for the purpose of repricing the award, (3) cancel, exchange, or surrender an outstanding stock option or stock appreciation right in exchange for an option or stock appreciation right with an exercise or base price that is less than the exercise or base price of the original award, or (4) take any other action that is treated as a repricing under U.S. generally accepted accounting principles.
Transferability of Awards
Except as described below, awards under the 2014 Plan generally are not transferable by the recipient other than by will or the laws of descent and distribution, and stock options and stock appreciation rights are generally exercisable, during the recipient’s lifetime, only by the recipient. Any amounts payable or shares issuable pursuant to an award generally will be paid only to the recipient or the recipient’s beneficiary or representative. The plan administrator has discretion, however, to establish written conditions and procedures for the transfer of awards to other persons or entities, provided that such transfers comply with applicable federal and state securities laws and are not made for value, other than nominal value or certain transfers to family members.
Corporate Transactions
Generally, and subject to limited exceptions set forth in the 2014 Plan, if Apple dissolves or undergoes certain corporate transactions such as a merger, business combination, or other reorganization, or a sale of substantially all of its assets, all awards then-outstanding under the 2014 Plan will terminate or be terminated in such circumstances, unless the plan administrator provides for the assumption, substitution or other continuation of the award.
Corporate Actions
The existence of the 2014 Plan does not preclude Apple, the Board or any duly authorized committee of the Board from taking any action that may otherwise be taken in accordance with applicable law or any applicable listing requirements, including, but not limited to, paying compensation outside the parameters of the 2014 Plan.
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Adjustments
As is customary in incentive plans of this nature, each share limit and the number and kind of shares available under the 2014 Plan and any outstanding awards, as well as the exercise or purchase prices of awards, and performance targets under certain types of performance-based awards, are subject to adjustment in the event of certain reorganizations, mergers, combinations, recapitalizations, stock splits, stock dividends, or other similar events that change the number or kind of shares outstanding, and extraordinary dividends or distributions of property to the shareholders.
Amendment and Termination
The Board may amend the 2014 Plan at any time and for any reason, provided that any such amendment will be subject to shareholder approval to the extent required by applicable laws, regulations or rules. The Board may terminate the 2014 Plan at any time and for any reason. Unless terminated earlier by the Board, the 2014 Plan will terminate on November 18, 2023, subject to any extension that may be approved by the Board and the shareholders prior to or on such date. The termination or amendment of the 2014 Plan may not adversely affect any award previously made under the 2014 Plan.
Recoupment Policy
Awards granted under the 2014 Plan will be subject to any provisions of applicable law providing for the recoupment or clawback of incentive compensation, such as provisions imposed pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act; the terms of any Apple recoupment, clawback or similar policy in effect at the time of grant of the award; and any recoupment, clawback or similar provisions that may be included in the applicable award agreement.
Federal Income Tax Consequences
The following is a brief summary of the U.S. federal income tax consequences applicable to awards granted under the 2014 Plan based on the federal income tax laws in effect on the date of this Proxy Statement. This summary is not intended to be exhaustive and does not address all matters relevant to a particular participant based on his or her specific circumstances. The summary expressly does not discuss the income tax laws of any state, municipality, or non-U.S. taxing jurisdiction, or the gift, estate, excise (including the rules applicable to deferred compensation under Code Section 409A), or other tax laws other than federal income tax law. The following is not intended or written to be used, and cannot be used, for the purposes of avoiding taxpayer penalties. Because individual circumstances may vary, we advise all participants to consult their own tax advisor concerning the tax implications of awards granted under the 2014 Plan.
A recipient of a stock option or stock appreciation right will not have taxable income upon the grant of the stock option or stock appreciation right. For nonstatutory stock options and stock appreciation rights, the participant will recognize ordinary income upon exercise in an amount equal to the difference between the fair market value of the shares and the exercise price on the date of exercise. Any gain or loss recognized upon any later disposition of the shares generally will be a capital gain or loss.
The acquisition of shares upon exercise of an incentive stock option will not result in any taxable income to the participant, except possibly for purposes of the alternative minimum tax. The gain or loss recognized
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by the participant on a later sale or other disposition of such shares will either be long-term capital gain or loss or ordinary income, depending upon whether the participant holds the shares for the legally-required period of two years from the date of grant and one year from the date of exercise. If the shares are not held for the legally-required period, the participant will recognize ordinary income equal to the lesser of (i) the difference between the fair market value of the shares on the date of exercise and the exercise price, or (ii) the difference between the sales price and the exercise price.
For awards of stock grants, the participant will not have taxable income upon the receipt of the award, unless the participant elects to be taxed at the time of the stock is granted rather than when it becomes vested. The stock grants will generally be subject to tax upon vesting as ordinary income equal to the fair market value of the shares at the time of vesting less the amount paid for such shares, if any.
A participant is not deemed to receive any taxable income at the time an award of RSUs is granted. When vested RSUs (and dividend equivalents, if any) are settled and distributed, the participant will recognize ordinary income equal to the amount of cash and/or the fair market value of shares received less the amount paid for such RSUs, if any.
If the participant is an employee or former employee, the amount a participant recognizes as ordinary income in connection with any award is subject to withholding taxes (not applicable to incentive stock options) and we are allowed a tax deduction equal to the amount of ordinary income recognized by the participant. However, Code Section 162(m) can limit the federal income tax deductibility of compensation paid to Covered Persons. Under Code Section 162(m), the general rule is that annual compensation paid to any of these Covered Persons will be deductible only to the extent that it does not exceed $1 million. However, we can preserve the deductibility of certain compensation in excess of $1 million if such compensation qualifies as “performance-based compensation” by complying with certain conditions imposed by the Section 162(m) rules, including the establishment of a maximum number of shares with respect to which awards may be granted to any one employee during one fiscal year. The proposed amendment to the 162(m) Cash Award Limit is intended to allow for a higher amount of cash incentive awards to be able to be provided to the Covered Persons on a tax-deductible basis in reliance on the performance-based compensation exception.
Specific Benefits
Cash Bonus Awards under the 2014 Plan are generally granted in connection with the annual cash incentive opportunities provided to each of our named executive officers. For 2016, the Compensation Committee has established performance goals and a threshold, target and maximum annual cash incentive opportunity for each of our named executive officers of 100%, 200% and 400% of base salary, respectively, and subject in each case to the applicable 162(m) Cash Award Limit as in effect immediately following the Annual Meeting. The actual amounts to be paid under the 2014 Plan with respect to 2016 annual incentive opportunities for the Covered Persons is dependent upon Apple’s performance for the fiscal year and the Compensation Committee’s exerciseBoard value the opinions expressed by shareholders in their votes on this proposal and will consider the outcome of discretion, if any. Therefore,the vote when making future actual Cash Bonus Awards underdecisions regarding the 2014 Plan cannot be determined at this time.frequency of conducting a say-on-pay vote.
For 2015, Cash Bonus Awards were earned byIt is expected that the Covered Personsnext vote on a say-on-pay frequency proposal will occur at the maximum 400%2023 annual meeting of base salary, as shown in the Summary Compensation Tableshareholders.
Shareholders may cast their advisory vote to conduct advisory votes on page 35. Mr. Cook’s base salary was increased to $3 million at the beginning of 2016, as described in the Compensation Discussion and Analysis of this Proxy Statement beginning on page 24. Under the 2014 Plan, as in effect prior to the amendment
Apple Inc. | 2016 Proxy Statement | 55
increasing the 162(m) Cash Award Limit, the maximum Cash Bonus Award payable to Mr. Cook on a tax-deductible basis is limited to $10 million. The table set forth below shows the amount that would be payable to Mr. Cook and the other named executive officers under the 2014 Plan, as amended, based on current base salary levels assuming attainment of the 2016 performance goals at each of the threshold, target and maximum performance levels.compensation every “1 Year,” “2 Years,” or “3 Years,” or “Abstain.”
Name | Threshold ($) | Target ($) | Maximum ($) | |||||||||
Tim Cook | 3,000,000 | 6,000,000 | 12,000,000 | |||||||||
Luca Maestri | 1,000,000 | 2,000,000 | 4,000,000 | |||||||||
Angela Ahrendts | 1,000,000 | 2,000,000 | 4,000,000 | |||||||||
Eddy Cue | 1,000,000 | 2,000,000 | 4,000,000 | |||||||||
Dan Riccio | 1,000,000 | 2,000,000 | 4,000,000 | |||||||||
Bruce Sewell | 1,000,000 | 2,000,000 | 4,000,000 |
The Board recommends a vote FORon Proposal No. 4.4 to hold say-on-pay votes every 1 YEAR (as opposed to 2 years or 3 years).
Vote Required
ApprovalA plurality of the votes cast for Proposal No. 4 requireswill determine the affirmativeshareholders’ preferred frequency for holding an advisory vote on executive compensation. This means that the option for holding an advisory vote every 1 year, 2 years, or 3 years receiving the greatest number of (i) a majorityvotes will be considered the preferred frequency of the shares present or represented by proxy and voting at the Annual Meeting and (ii) a majority of the shares required to constitute a quorum.shareholders.
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Proposal No. 5 – Shareholder Proposal
Apple has been advised that Jantz Management LLC, P.O. Box 301090, Boston, MA 02130,the National Center for Public Policy Research, 20 F Street, NW, Suite 700, Washington, DC 20001, which has indicated it is a beneficial owner of at least $2,000 in market value of Apple’s common stock, intends to submit the following proposal at the Annual Meeting:
Net-Zero Greenhouse Gas Emissions by 2030Charitable Giving – Recipients, Intents and Benefits
Whereas:
It is widely reported that greenhouse gases from human activities areWhereas, in addition to providing benefits to society at-large, charitable contributions should enhance the most significant driverpublic image of observed climate change since the mid-20th century;
Nearly every national government has recognized the need to address climate change and agreed (under the terms of the UN Framework Convention on Climate Change) that “deep cuts in greenhouse gas (GHG) emissions are required…to hold the increase, in global average temperature below 2 degrees Celsius above pre-industrial levels…”
The Intergovernmental Panel on Climate Change (IPCC) states that to limit global warming to two degrees, carbon dioxide emissions need to fall to zero by between 2040 and 2070, falling “below zero” thereafter;
In 2015, The B Team, business leaders concernedour company. Increased disclosure about climate change, called upon world leaders to commit to a global goal of net-zero GHG emissions and business leaders to commit to bold long-term targets. They believe that committing to net-zero GHG emissions will demonstrate that we are setting the world on a low-carbon trajectory. Other businesses will respond by unleashing innovation, driving investment in clean energy, scaling-up low carbons solutions, creating jobs and supporting economic growth;
Shareholders laud Apple for committing to “…power[ing] all its operations worldwide on 100 percent renewable energy,” and for joining the American Business Act on Climate Pledge. However, these goals do not include suppliers, nor has the Company set a timeframe for this goal. Shareholders believe that to secure the company’s leadership on climate issues, it should set an ambitious target date for becoming net-zero GHG emissions.contributions would provide shareholders with better insight into our corporate giving strategy.
Resolved: Shareholders requestThe proponent requests that the Board of Directors issue acompany provide an annual report, to shareholders by June 30, 2016,omitting proprietary information and at reasonable expensecost, disclosing: the company’s standards for choosing recipients of company assets in the form of charitable contributions; the business rationale and excluding confidential information, assessingpurpose for each of the feasibilitycharitable contributions, if any; personnel participating in the decision to contribute; the benefits to society at-large produced by company contributions; and setting forth policy optionsa follow-up report confirming the contribution was used for the Company to reach a net-zero greenhouse gas emission status for its facilities and major suppliers by 2030.purpose stated. The report should be published on the company’s website.
Supporting Statement:Statement
Absent a system of accountability and transparency, some donated assets may be misused and potentially harm the company’s reputation and shareholder value. Current disclosure is insufficient to allow the company’s Board and shareholders to evaluate the use of corporate assets by outside organizations.
For example, the purposescompany has donated to the Center for American Progress (CAP) – an openly left-wing organization that, as reported by the Washington Post, made statements the head of the Anti-Defamation League called “anti-Semitic and borderline anti-Semitic.”
Many support CAP’s leftist policy work, many others do not. Most Americans would acknowledge that donating to an extremely ideological organization in this highly polarized political climate is controversial.
Also, while education advocates would likely applaud the company’s donations of iPads and other equipment to schools through its ConnectED program, certain labor unions and their political allies would likely oppose the company’s ConnectED donations to charter schools.
Furthermore, according to public reports, the company donated to the Clinton Foundation. Public reports indicate that the FBI is investigating or has investigated that organization for possible public corruption. Media reports also strongly imply that individuals and corporations may have sought preferential treatment from government actors in exchange for donations to the Clinton Foundation. The Clinton Foundation has many supporters who would support the company’s donation, but it also has many detractors that would disapprove of this proposal,type of giving.
Fuller disclosure would provide enhanced feedback opportunities from which our company could make more fruitful decisions. Corporate philanthropy should be transparent to better serve the proponent suggests that “net-zero greenhouse gas emissions status” be defined as reductioninterests of GHG emissions attributed to company facilities and major suppliers to a target annual level, and offsetting the remaining GHG emissions by negative emissions strategies which result in a documented reduction equal to or greater than the company and supplier GHG emissions during the same year. As explained by the IPCC, “negative emissions solutions” can range from tree-planting to technological solutions that draw carbon from the air.shareholders.
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For purposes of this proposal “company facilities” include company owned or operated manufacturing, distribution, research, design or support facilities, corporate offices, and also including GHG’s from employee travel. “Major suppliers” include operations contracted to produce and/or ship microchips, circuit boards, storage, screens, cameras, power supplies, or finished consumer electronics products on behalf of the company. In calculating net zero, the GHG impacts of emissions and activities can be considered using GHG equivalencies. http://www.epa.gov/cleanenergy/energy-resources/calculator.html.
Apple’s Statement in Opposition to Proposal No. 5
The Board recommends a vote AGAINST Proposal No. 5.
Apple’s goal is to make not just the best products in the world, but the best products for the world. It takes an enormous amount of energy to design, assemble and ship hundreds of millions of products all over the world. That energy makes up our carbon footprint and, in turn, Apple’s share of the climate change problem. We have made significant progress in reducing the impact of the things Apple controls directly. For example, the ratio of carbon emissions to Apple’s revenue – referred to as carbon efficiency – has dropped steadily every year since 2008. In 2014, we reached a major milestone: 100% of the energy used by Apple’s U.S. operations — all corporate offices, retail stores, and data centers — was renewable energy. Globally, 87% of our operations are powered by renewable energy, and as we drive toward 100%, we are investing in innovative renewable energy projects in China and Singapore to cover our operations in those countries. The results so far are clear. From 2011 to 2014, we cut carbon emissions from our facilities in half even as our business has grown dramatically.
We acknowledge that, despite making significant strides in the areas under our direct control, there is work to be done to reduce the carbon footprint of our supply chain – and Apple has accepted its responsibility to lead that effort. In 2015, we announced an initiative to drive our manufacturing partners to become more energy efficient and to use clean energy for their manufacturing operations. We announced that we will partner with suppliers in China to install more than two gigawatts of new clean energy in the coming years – enough to power 2.6 million Chinese homes. We have also committed to share best practices in procuring clean energy and building high-quality renewable energy projects, and provide hands-on assistance to some suppliers in areas such as energy efficiency audits, regulatory guidance and building strong partnerships. As a result, Foxconn, one of Apple’s major suppliers, has committed to construct 400 megawatts of solar energy by 2018.
This proposal would result in the production of a report that would be largely duplicative of Apple’s existing public disclosures. In effect, the proponent is asking Apple to spend valuable time and resources creating a report that provides no meaningful value to shareholders. We would rather allocate time and resources towards continuing to reduce carbon emissions in our worldwide operations and helping our suppliers adopt clean energy.
Apple already provides detailed information about our greenhouse gas emissionscore values and energy use atapple.com/environment/, including an overview of our approach towards climate change, increasing our use of renewable resources, making our use of finite resources more efficient, and reducing toxins in our products, and in a shareholder-requested industry-recognized reporting tool, the CDP questionnaire. In 2015, the CDP awarded Apple a top score of “A” for climate performance and 100% for disclosure. In
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addition, we explain our overall position and actions regarding climate changemost significant charitable contributions on our website atapple.com/environment/climate-change/diversity/creating-opportunities andapple.com/product-red. Apple’s largest charitable contributions, which are made only following extensive internal vetting and approval from one or more of our executive officers, focus on some of the most important issues facing our communities today. For example:
• | Apple supports the advancement of education. Apple has joined President Obama’s ConnectED initiative and pledged $100 million to bring technology and services into 114 underserved schools across the United States. Under this program, we are donating an iPad to every student, a Mac and iPad to every teacher, and an Apple TV to every classroom, as well as services and professional development for teachers. There are now more than 50,000 students learning, creating, and exploring on iPad through our ConnectED commitment, and 96% of those students are eligible for a free or reduced-price lunch program. |
• | Apple supports health in the fight for an AIDS-free generation. When our customers buy (PRODUCT)RED™ Apple products, Apple contributes to the Global Fund to provide counseling, testing, and medical care to those most affected by the AIDS epidemic. So far, (PRODUCT)RED has raised over $360 million for the Global Fund, including nearly $120 million through Apple. |
• | Apple supports inclusion and diversity. Apple has launched a multiyear, $40 million partnership with the Thurgood Marshall College Fund. The TMCF in turn creates opportunities for students from public and private historically black colleges and universities who are pursuing careers in the tech industry. Apple does not just give money to the TMCF; we work collaboratively with the fund to advance its goals. For example, Apple hired 33 students from these institutions as summer interns in 2016, and as part of the TMCF partnership, also hosted them for a weeklong immersion at Apple’s campus several months ahead of time to provide them with a foundation of Apple culture and values to help pave the way for a successful experience. |
Apple publicly discloses detailed information about the cost and impact of these initiatives on our renewable energywebsite.
Apple also supports many other organizations that share our core values, such as American Red Cross, The Conservation Fund, Grace Hopper Celebration of Women in Computing, Mercy Corps, National Center for Women & Information Technology, National Society of Black Engineers, and sustainability effortsWorld Wildlife Fund. In September 2011, Apple implemented a matching gifts program where Apple matches employee contributions of money, Apple products, or volunteer time to eligible nonprofit organizations. In certain cases, Apple matches cash contributions on a 2-for-1 basis, such as in cases of natural disasters or other major humanitarian crises. Apple has contributed to more than 11,000 different charitable organizations through this matching gifts program.
Apple believes in leaving the world better than we found it. We actively support our annual Environmental Responsibility Report, available online atapple.com/environment/reports.communities through philanthropic activities. The requested report would thereforedo nothing to advance these philanthropic activities, and would provide minimalimmaterial incremental additional disclosure. In fact,information. Apple believes it is better to focus our efforts on actively supporting our communities than to divert time and resources to the only additional disclosurepreparation of a report that would behave limited value to tie our policies and strategies to an arbitrary timeline of 2030.
We state on our website, “We don’t want to debate climate change. We want to stop it.” Apple has set a goal – to run 100% of our worldwide operations on renewable energy and lead the way toward reducing carbon emissions from manufacturing – and we will do all we can to reach that goal as quickly as possible.shareholders.
For all of the reasons above, the Board recommends a vote AGAINST Proposal No. 5.
Vote Required
Approval of Proposal No. 5 requires the affirmative vote of (i) a majority of the shares present or represented by proxy and voting at the Annual Meeting and (ii) a majority of the shares required to constitute a quorum.
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Proposal No. 6 – Shareholder Proposal
Apple has been advised that Mr. Antonio Avian Maldonado, II who has indicated he is a beneficial owner of at least $2,000 in market value of Apple’s common stock, intendsand Zevin Asset Management, 11 Beacon Street, Suite 1125, Boston, MA 02108, is a beneficial owner of at least $2,000 in market value of Apple’s common stock. Mr. Maldonado’s address will be supplied promptly upon oral or written request. Apple has been advised that Mr. Maldonado and Zevin Asset Management intend to submit jointly the following proposal at the Annual Meeting:
RESOLVED:RESOLVED:
Shareholders request that the Board of Directors adopt an accelerated recruitment policy requiring Apple Inc. (the “Company”) to increase the diversity of senior management and its board of directors, two bodies that presently failsfail to adequately represent diversity (particularlyand inclusion (particularly Hispanic, African-American, Native-AmericanAfrican American, Native American and other people of colour)color).
Stockholder Supporting Statement
The tech industry of which the Company is a part, is characterized by the persistent and pervasive underrepresentation of minorities and women in senior positions.positions as detailed in a 2014 U.S. Equal Employment Opportunity Commission report. According to a USA Today analysis of 2014 Computing Research Association data, “[t]op universities turn out black and Hispanic computer science and computer engineering graduates at twice the rate that leading technology companies hire them.”1 The Company is at an advantageous position to be a leader in promoting diversity in senior management and its board of directors, based on its size, breadth and position as one of the largest companycompanies in the world.
Shareholders’ viewShareholders are concerned that low levels of diversity – that everyone matters (irrespective of colour, race, sex, creed or religion) – recognizes the Company’s commitment to diversity and the uniqueness of experience, strength, culture, thought and commitment contributed by each employee; however, it does not ignoreat the Company’s senior management and board of directors diminutive level, of diversity and itsas well as painstakingly slow implementation.improvements, are a business risk.
Overall, by its own public disclosure, the number of minorities holding senior management-level positions or board of directorship within the Company does not reflect the Company’s demographic data. According to the Company’s website, “Diversity is critical to innovation and it is essential to Apple’s future. …We also aspire to make a difference beyond Apple.”12 Further, in January 10, 2014, the Company has stated in its SEC Definitivemultiple Proxy StatementStatements that it is “committed to actively seeking out highly qualified women and individuals from minority groups to include in the pool from which board nominees are chosen.”23
Shareholders opinedbelieve that companies with holistic comprehensive diversity policies and programs, and strong leadership commitment to implementation, enhance their long-term value;value, reducing the Company’s potential legal and reputational risks associated with workplace discrimination and build reputationsbuilding a reputation as a fair employer. Equally, shareholders opined thatbelieve the varied perspectives of a diverse senior management and board of directors would provide a competitive advantage in terms of creativity, innovation, productivity and morale, while eliminating the limitations of “groupthink”, as it would recognize the uniqueness of experience, strength, culture and thought contributed by each; strengthening its reputation and accountabilitybusiness. This is confirmed by McKinsey & Company, which found companies with highly diverse executive teams had higher returns on equity and earnings performance than those with low diversity, and a May 2014 study found gender diverse teams were better at driving “radical innovation”.4 “Diversity helps companies react more effectively to shareholders.market shifts and new customer needs.”5
1http://www.usatoday.com/story/tech/2014/10/12/silicon-valley-diversity-tech-hiring-computer-science-graduates-african-american-hispanic/14684211/
2https://www.apple.com/diversity/
3 http://investor.apple.com/secfiling.cfm?filingid=1193125-14-8074&cik=320193
4Diversity Matters, McKinsey & Company, November 2011.
5Diversity wins!, McKinsey & Company, November 2011.
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Therefore, shareholders ask the Company to assist investors in evaluating the company’s effectiveness in meeting its commitment to equal opportunity and diversity in senior management and board of directors, in anya meaningful way that would not cause the company to breach the assurances of confidentiality and privacy that it has made to its employees. Currently shareholders have insufficient information to determine if the company has been successful in expanding diversity.
We urge shareholders to vote FOR the proposal.
1https://www.apple.com/diversity/
2http://investor.apple.com/secfiling.cfm?filingid=1193125-14-8074&cik=320193
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Apple’s Statement in Opposition to Proposal No. 6
The Board recommends a vote AGAINST Proposal No. 6.
At Apple, we believe thatOur ongoing efforts to increase diversity is critical to innovation and that it is essential to Apple’s future. We are promoting diversity within our company and in the communities we’re a part of. We’re proud of the progress we’re making and we publish detailed information on our efforts atapple.com/diversity.
Our efforts are much broader than the “accelerated recruitment policy” requested by this proposal, which would beis focused only on Apple’s senior management and Board of Directors. Instead, our approach fosters diversity across Apple today and invests in initiatives for the future. That’s why we’re working with the Thurgood Marshall College Fund, which provides scholarships to students at Historically Black Colleges and Universities, and why we’ve joined President Obama’s ConnectED initiative to provide Apple technology, experience and support to 114 underserved schools across the United States. Through the ConnectED initiative, Apple provides each student an iPad, each teacher an iPad and a MacBook, and each classroom an Apple TV. 92% of the students we reach through ConnectED are of Hispanic, Black, Native American, Alaskan Native, or Asian heritage.
Apple was also a sponsor of the 2015 Grace Hopper Celebration of Women in Computing, and we’re working with a variety of other organizations in the fields of science, technology, engineering and math (STEM), including the National Society of Black Engineers (NSBE). WithinBoard. At Apple, we believe thattake a holistic view of inclusion and diversity are fundamentalthat includes the varied perspectives of our employees as well as app developers, suppliers, and anyone who aspires to innovation, therefore also to the need to attract and retain the best talent. Apple leaders and managers are encouraged and supporteda future in inclusively leading globally diverse teams.tech. We also encouragesupport diversity by creating opportunities beyond Apple. Here are just a few examples:
• | Apple has joined President Obama’s ConnectED initiative and pledged $100 million to bring technology and services into 114 underserved schools across the United States. Under this program, we are donating an iPad to every student, a Mac and iPad to every teacher, and an Apple TV to every classroom, as well as services and professional development for teachers. There are now more than 50,000 students learning, creating, and exploring on iPad through our ConnectED commitment, 92% of whom are of Alaskan Native, Asian, Black, Hispanic, or Native American heritage. |
• | Apple has been working with the National Center for Women & Information Technology for more than a decade, and in 2015, we became the first-ever lifetime partner with the NCWIT, expanding a joint commitment to help double the talent pool of women available for technology jobs by 2019. This commitment includes a new initiative targeted towards giving Latinas the inspiration to explore tech studies and careers. |
• | Apple launched a multiyear, $40 million partnership with the Thurgood Marshall College Fund. The TMCF in turn creates opportunities for students from public and private historically black colleges and universities who are pursuing careers in the tech industry. Apple does not just give money to the TMCF; we work collaboratively with the fund to advance its goals. For example, Apple hired 33 students from these institutions as summer interns in 2016, and as part of the TMCF partnership, also hosted them for a weeklong immersion at Apple’s campus several months ahead of time to provide them with a foundation of Apple culture and values to help pave the way for a successful experience. |
Apple publicly discloses information about our employeesinclusion and diversity initiatives and detailed statistics about our progress to share their cultures with each other by joining Diversity Network Associations, whichdate atapple.com/diversity. As disclosed on this dedicated website, our hiring trends over the last three years show steady progress in attracting more women and under-represented minorities (defined as groups whose representation in tech has been historically low — Black, Hispanic, Native American, Native Hawaiian, and Other Pacific Islander). In addition, Apple is cultivating diverse leadership and tech talent through on-campus training, events, and programs.
The examples above are Apple employee groups representing different ethnicities, religions, orientations,evidence of the high level of support from our senior management of our holistic view of inclusion and interests.diversity.
Our Board of Directors shares this commitment.commitment to increase diversity. Pursuant to its charter, the Nominating Committee of ourthe Board of Directors actively seeks out highly qualified women and individuals from minority groups to include in the pool from which Board nominees are chosen,chosen. Our current eight-person Board includes two women and members of diverse ethnic groups.
The “accelerated recruiting policy” called for by this has been reflected inproposal is not necessary or appropriate because we have already demonstrated our most recent appointmentscommitment to the Board.
This proposal would require the Board to adopt an accelerated recruitment policy for increasinga holistic view of inclusion and diversity among senior managementand made detailed information about our inclusion and diversity initiatives, and the Board.progress we have made with respect to these initiatives, available on our website
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atapple.com/diversity. A substantially similar proposal was presented by Mr. Maldonado at the 2016 annual meeting of shareholders and received the support of less than 5% of votes cast. We believe that the low level of support for this proposal is unduly burdensome and not necessary because Apple has demonstrated tolast year reflects the positive recognition by our shareholders itsof Apple’s significant commitment to inclusion and diversity, which are core values for our company.diversity.
For all of the reasons above, the Board recommends a vote AGAINST Proposal No. 6.
Vote Required
Approval of Proposal No. 6 requires the affirmative vote of (i) a majority of the shares present or represented by proxy and voting at the Annual Meeting and (ii) a majority of the shares required to constitute a quorum.
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Proposal No. 7 –— Shareholder Proposal
Apple has been advised that the National Center for Public Policy Research, whichMr. James McRitchie, 9295 Yorkship Court, Elk Grove, CA 95758, who has indicated ithe is a beneficial owner of at least $2,000 in market value of Apple’s common stock, intends to submit the following proposal at the Annual Meeting:
Human Rights ReviewProposal 7 – High-Risk RegionsShareholder Proxy Access Amendments
Whereas,RESOLVED: Shareholders of Apple, Inc. (the “Company”) ask the Securitiesboard of directors (the “Board”) to amend its “Proxy Access for Director Nominations” bylaw, and Exchange Commission has consistently recognizedany other associated documents, to include essential elements for substantial implementation to better facilitate meaningful proxy access by more shareholders as follows:
1. The number of “Shareholder Nominees” eligible to appear in proxy materials shall be 25% of the directors then serving or 2, whichever is greater. Current bylaws restrict Shareholder Nominees to 20% of directors. Under the current 8-member board, shareholder nominees are currently limited to nominating one. Any shareholder nominee elected under the current bylaws could be easily isolated.
2. No limitation shall be placed on the number of shareholders that humancan aggregate their shares to achieve the 3% “Ownership Requirements” for “Eligible Shareholders.” Under current provisions, even if the 20 largest public pension funds were able to aggregate their shares, they would not meet the 3% criteria at most of companies examined by the Council of Institutional Investors. Allowing an unlimited number of shareholders to aggregate shares will facilitate participation by individuals and institutional investors in meeting the Ownership Requirements.
3. No limitation shall be imposed on the re-nomination of “Shareholder Nominees” based on the number or percentage of votes received in any election. Such limitations do not facilitate the shareholders’ traditional state law rights constitute a significant policy issue.and add unnecessary complexity.
Company operations in high-risk regions with poor human rights records risk damage to Apple’s reputation and shareholder value.
Apple has recently shown interest in opening business relations with Iran – a state sponsor of terrorism with an abysmal human rights record.Supporting Statement:
The Company also hasSEC’s universal proxy access Rule 14a-11 (https://www.sec.gov/rules/final/2010/33-9136.pdf) was vacated after a presence (or is expectingcourt decision regarding the SEC’s cost-benefit analysis. Therefore, proxy access rights must be established on a company-by-company basis. Subsequently, Proxy Access in the United States: Revisiting the Proposed SEC Rule (http://www.cfapubs.org/doi/pdf/10.2469/ccb.v2014.n9.1) a cost-benefit analysis by CFA Institute, found proxy access would “benefit both the markets and corporate boardrooms, with little cost or disruption,” raising US market capitalization by up to have$140.3 billion. Public Versus Private Provision of Governance: The Case of Proxy Access (http://ssrn.com/abstract=2635695) found a presence)0.5 percent average increase in areas suchshareholder value for proxy access targeted firms.
Proxy Access: Best Practices
(http://www.cii.org/files/publications/misc/08_05_15_Best%20Practices%20-%20Proxy%20Access.pdf) by the Council of Institutional Investors, “highlights the most troublesome provisions” in recently implemented proxy access bylaws.
Although the Company’s board adopted a proxy access bylaw in 2015, it contains troublesome provisions, as Saudi Arabia, Qatar, Nigeriaoutlined above, that significantly impair the ability of shareholders to participate as Eligible Shareholders, the ability of Shareholder Nominees to effectively serve if elected, and the United Arab Emiratesability of Shareholder Nominees to run again if they receive less than 25% of the vote. Adoption of all the requested amendments would largely remedy these issues and would better ensure meaningful proxy access by more shareholders.
Increase shareholder value
Vote for Shareholder Proxy Access Amendments – all nations that have questionable human rights records as it relates to suffrage, women’s rights and gay rights.
Resolved: The proponent requests the Board review the Company’s guidelines for selecting countries / regions for its operations and issue a report, at reasonable expense excluding any proprietary information, to shareholders by December 2016. The report should identify Apple’s criteria for investing in, operating in and withdrawing from high-risk regions.
Supporting Statement: If the Company chooses, the review may consider developing guidelines on investing or withdrawing from areas where the government has engaged in systematic human rights violations.
In its review and report, the Company might also consider a congruency analysis between its stated corporate values and Company operations in certain regions, which raises an issue of misalignment with those corporate values, and stating the justification for such exceptions.
For example our CEO bashed state-level religious freedom laws as anti-homosexual bigotry saying, “Apple is open. Open to everyone, regardless of where they come from, what they look like, how they worship or who they love. Regardless of what the law might allow in Indiana or Arkansas, we will never tolerate discrimination.” Yet, according to theWashington Post, Apple has a presence in 17 countries where homosexual acts are illegal. In four of those nations, homosexual acts are punishable by death. These company operations are inconsistent with Apple’s values as extolled by our CEO.
Additionally, Apple’s stated policies call for massive reductions in CO2 emissions. However, Apple has manufacturing operations in China – the world’s largest emitter of CO2 with a questionable record on human rights and religious freedom. Again, operations in this region appear to conflict with Apple’s stated values and policies.
The proponent believes that Apple’s record to date demonstrates a gap between its lofty rhetoric / aspirations and its performance. The requested report would play a role in illuminating and addressing the factors accounting for this gap.Proposal 7
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Apple’s Statement in Opposition to Proposal No. 7
The Board recommends a vote AGAINST Proposal No. 7.
Apple’s products are loved by users all over the world. We believe we are fortunateOur current corporate governance framework reflects our commitment to serve our customers,robust, balanced governance practices combined with responsiveness and we have operations in many countriesaccountability to reach them and support our business, including research and development, sales and marketing, and retail stores. For example,shareholders. Our existing proxy access bylaws, which Apple proactively adopted in 2015 Apple opened its first retail storesand further enhanced in 2016, establishes a prudent and effective mechanism for proxy access, making adoption of this proposal unnecessary and unwarranted.
In 2015, after careful consideration of the varying viewpoints and feedback offered by many shareholders, the Board amended Apple’s bylaws to adopt proxy access. The bylaws permit a shareholder, or a group of up to 20 shareholders, owning at least 3% of Apple’s outstanding shares of common stock continuously for at least three years, to nominate and include in Apple’s annual proxy materials director nominees constituting up to 20% of the Board, provided that the shareholder(s) and nominee(s) satisfy the procedural and eligibility requirements specified in the Middle East: Apple Store Mallbylaws. The Board currently consists of eight directors, and shareholders may nominate one proxy access candidate.
But we did not stop there. After initially amending our bylaws to provide for proxy access, we continued to closely monitor proxy access developments and reach out to many of our largest shareholders, governance experts, and advisors to discuss evolving market practice and trends and the Emiratespreferences of our shareholders. As a result of these engagements, in DubaiDecember 2016, the Board adopted enhancements to Apple’s bylaws to streamline our proxy access framework and Apple Store Yas Mall in Abu Dhabi, both inmake it easier for shareholders to nominate proxy access candidates. These enhancements included the United Arab Emirates.following changes:
Our selection of the countries in which we operate is based on a wide range of factors relating to our business strategy. But our values and our principles of business conduct apply everywhere we do business.
• | Apple no longer requires shareholders who nominate a proxy access candidate to recall loaned shares and hold them through the annual meeting. Ownership of loaned shares is deemed to continue if the shareholder(s) has the power to recall the loaned shares on five business days’ notice. |
• | Apple increased the availability of proxy access by limiting the circumstances under which the maximum number of proxy access candidates is reduced. For example, Apple no longer reduces the number of proxy access candidates when an incumbent director was nominated through proxy access in the last two years and is subsequently supported by the Board for re-election. |
• | Shareholders may now re-nominate a proxy access candidate regardless of the level of support received at the annual meeting. This change renders moot the amendment requested in point 3 of the proposal. |
• | Apple has extended the deadline by which nominating shareholders and proxy access candidates must provide certain information to Apple to ten business days from five business days. |
• | Apple has narrowed the scope of a nominating shareholder’s indemnification obligations to legal and regulatory violations arising out of a nominating shareholder’s actions or communications with Apple shareholders or out of information provided by a nominating shareholder to Apple. |
• | Apple has limited the discretion of the Board to unilaterally interpret the proxy access provisions. |
We believe in equality for everyone, regardlessour proxy access framework strikes the right balance between promoting shareholder nomination rights and protecting the interests of race, age, gender, gender identity, ethnicity, religion, or sexual orientation. That applies throughout our company, aroundshareholders. Our framework is a reasonable, usable one that reinforces the world, with no exceptions.
We have also adopted a Supplier CodeBoard’s accountability and provides broad discretion to shareholders to nominate candidates of Conduct to promote our standardstheir choosing, while mitigating the risk of social and environmental responsibility and ethical conduct throughout our supply chain. Often, these standards exceed what local laws require. In 2014, Apple conducted 633 supply chain audits on labor and human rights, health and safety, and environment, covering over 1.5 million workers in 19 countries. Since 2007,misuse of proxy access, including utilization by shareholders pursuing objectives that are not broadly supported by other shareholders. Implementation of the changes requested by the proposal beyond those Apple has trained more than 8 million workersalready made would make Apple an outlier among public companies that have adopted proxy access.
Beyond mere proxy access, Apple’s bylaws also keep directors accountable to shareholders by providing for an automatic termination of service of any incumbent director who fails to be elected by an affirmative vote of a majority of the shares represented and voting in an uncontested election. Some companies merely require a director to submit a resignation letter
Apple Inc. | 2017 Proxy Statement | 60
under similar circumstances, and give the board of directors discretion as to whether to accept the resignation – potentially allowing the director to remain on their rights. We do this because we believethe board indefinitely. Apple believes that it drivesour process, which results in automatic termination of the director’s term, fosters greater accountability and improvement throughout our supply chain and ultimatelyresponsiveness to shareholders.
The Board has a positive impact on the communities we’re a part of. More information is available about our work atapple.com/supplier-responsibility/.
This proposal requests a report on Apple’s guidelines for selecting countries for our operations. We do not believe that this would be a productive use of company resources. For example, such a report would necessarily have to omit proprietary information and would therefore bealso shown an incomplete picture of our approach. Moreover, we believe that Apple’songoing commitment to protectingboard refreshment and promoting human rightsto having highly qualified directors who bring diverse perspectives to the Board’s decision-making processes. Through the Board’s robust director nomination and annual self-evaluation process, two new directors have been added since 2014.
We are committed to ensuring effective, balanced corporate governance while also continually engaging with shareholders. This is evidenced by Apple’s proactive adoption of proxy access in 2015 and shareholder-favorable enhancements in 2016, and by the other actions Apple has already been demonstratedtaken to ensure that shareholders are given a voice, many of which are described in this Proxy Statement. The Board believes that these objectives are being achieved through Apple’s current governance processes and that changing our proxy access framework as outlined by both effective action and transparency about our work. Accordingly, the requested reportproponent is therefore unnecessary and would not provide meaningful information to shareholders.unwarranted.
For all of the reasons above, the Board recommends a vote AGAINST Proposal No. 7.
Vote Required
Approval of Proposal No. 7 requires the affirmative vote of (i) a majority of the shares present or represented by proxy and voting at the Annual Meeting and (ii) a majority of the shares required to constitute a quorum.
Apple Inc. | 20162017 Proxy Statement | 6361
Proposal No. 8 – Shareholder Proposal
Apple has been advised that Mr. James McRitchie, 9295 Yorkship Court, Elk Grove,Jing Zhao, 262 Altadena Circle, Bay Point, CA 95758,94565, who has indicated he is a beneficial owner of at least $2,000 in market value of Apple’s common stock, intends to submit the following proposal at the Annual Meeting:
Shareholder Proposal 8 – Shareholder Proxy Accesson Executive Compensation Reform
RESOLVED: Shareholders ofResolved: shareholders recommend that Apple Inc. (the “Company”) askengage multiple outside independent experts or resources from the boardgeneral public to reform its executive compensation principles and practices.
Supporting Statement
According to Apple Notice of directors (the “Board”)2016 Annual Meeting of Shareholders, “Since 2014, the Compensation Committee has engaged the services of Pay Governance LLC,… on matters for which the Compensation Committee is responsible.” (p.26). However, any single consulting firm cannot represent the general public, such as independent scholars, think tanks, unions and academic societies, to adopt,advise fair, just and present for shareholder approval, a “proxy access” bylaw. Such a bylaw shall requireethical compensation principles. The failure of our executive compensation principles and practices is clearly shown in the Companysame $1,000,000 salary, the same $20,000,105 stock award and the same $4,000,000 non-equity incentive plan compensation each in 2015 to include in proxy materials prepared for a shareholder meeting at which directors are to be elected the name, Disclosure and Statement (as defined herein)our five of any person nominated for election to the board by a shareholder or an unrestricted number of shareholders forming a group (the “Nominator”) that meets the criteria established below. The Company shall allow shareholders to vote on such nominee on the Company’s proxy card.
The number of shareholder-nominated candidates appearing in proxy materials shall not exceed one quartersix named executive officers (p.35). What is use of the directors then serving or two, whichever is greater. This bylaw shall supplement existing rights under Company bylaws, providing that a Nominator must:
a) have beneficially owned 3% or moreCompensation Committee when it could not differentiate the contribution of the Company’s outstanding common stock, including recallable loaned stock, continuously for at least three years before submitting the nomination;
b) give the Company, within the time period identified in its bylaws, written noticetremendously different functions of the information required byCFO, the bylawsRetail and any SecuritiesOnline Stores SVP, the Internet Software and Exchange Commission (SEC) rules about (i)Services SVP, the nominee, including consent to being named in proxy materialsHardware Engineering SVP and to serving as director if elected; and (ii) the Nominator, including proof it owns the required shares (the “Disclosure”); andSecretary of our company?
c) certifying that (i) it will assume liability stemming from any legal or regulatory violation arising out of the Nominator’s communications with the Company shareholders, including the Disclosure and Statement; (ii) it will comply with all applicable laws and regulations if it uses soliciting material other than the Company’s proxy materials; and (iii) to the best of its knowledge, the required shares were acquiredAs Professor Thomas Piketty (Capital in the ordinary courseTwenty- First Century, trans. Arthur Goldhammer. Cambridge: The Belknap Press of business, not to change or influence control atHarvard University Press, 2014) stated, “there is absolutely no doubt that the Company.
The Nominator may submit with the Disclosure a statement not exceeding 500 words in supportincrease of the nominee (the “Statement”). The Board shall adopt procedures for promptly resolving disputes over whether notice of a nomination was timely, whether the Disclosure and Statement satisfy the bylaw and applicable federal regulations, and the priority given to multiple nominations exceeding the one-quarter limit. No additional restrictions shall be placed on re-nominations.
Supporting Statement: The SEC’s universal proxy access Rule 14a-11 (https://www.sec.gov/rules/final/2010/33-9136.pdf) was vacated after a court decision regarding the SEC’s cost-benefit analysis. Therefore, proxy access rights must be established on a company-by-company basis. Subsequently,Proxy Accessinequality in the United States: RevisitingStates contributed to the Proposed SEC Rule (http://www.cfapubs.org/doi/pdf/10.2469/ccb.v2014.n9.1) a cost-benefit analysis by CFA Institute, found proxy access would “benefit bothnation’s financial instability.” (p.297) “Let me return now to the markets and corporate boardrooms, with little cost or disruption,” raising US market capitalization by up to $140.3 billion.Public Versus Private Provision
Apple Inc. | 2016 Proxy Statement | 64
cause of Governance:rising inequality in the United States. The Caseincrease was largely the result of Proxy Access (http://ssrn.com/abstract=2635695) found a 0.5 percent averagean unprecedented increase in shareholder value for proxy access targetedwage inequality and in particular the emergence of extremely high remunerations at the summit of the wage hierarchy, particularly among top managers of large firms.” (p.298) “Because it is objectively difficult to measure individual contributions to a firm’s output, top managers found it relatively easy to persuade boards and stockholders that they were worth the money, especially since the members of compensation committees were often chosen in a rather incestuous manner.” (p.510)
Enhance shareholder value. Vote for Shareholder Proxy Access – Proposal 8For the purpose of this proposal, the Board and the Compensation Committee have the flexibility to select multiple independent experts or sources.
Apple’s Statement in Opposition to Proposal No. 8
The Board recommends a vote AGAINST Proposal No. 8.
Our executive compensation program is designed to attract, motivate, and retain a talented, entrepreneurial, and creative team of executives who will provide leadership for Apple’s success in dynamic and competitive markets. Internal pay equity among our executive officers does not demonstrate a failure of compensation principles and practices; rather, it is a hallmark of the team-based approach of our executive compensation program. Our executive officers are expected to operate as a high-performing team, and we believe that generally awarding the same base salary, annual cash incentive, and long-term equity awards to each of our executive officers, other than the CEO, successfully supports this goal.
Apple has adopted proxy accessInc. | 2017 Proxy Statement | 62
Apple’s Compensation Committee is responsible for director nominations byApple’s compensation and incentive plans and programs, approves all compensation for Apple’s executive officers, and acts as the administrative committee for Apple’s employee equity plans. The Compensation Committee consists entirely of independent directors who have various resources and tools at their disposal to assist in the performance of their duties without the addition of multiple outside independent experts or resources from the general public whose priorities and interests may differ from those of Apple or our shareholders. Adoption
Under the terms of its charter, the Compensation Committee has the right, in its sole discretion, at any time to retain or obtain advice, reports, or opinions from such internal and external counsel, compensation consultants, and other experts and advisors as it deems necessary or appropriate to assist it in the full performance of its functions. For many years, the Compensation Committee has retained an independent compensation consultant, and has engaged the services of Pay Governance since 2014. Pay Governance works with the Compensation Committee to develop effective executive pay programs based on its knowledge of Apple’s industry and business needs. Pay Governance provides advice to the Compensation Committee on a range of external market factors, including evolving compensation trends, appropriate peer companies, and market survey data. Pay Governance also provides general observations about our compensation programs and management recommendations regarding the amount and form of compensation for our executive officers.
Each year, the Compensation Committee conducts a review of Apple’s executive compensation program and takes into account numerous factors, including the advice of its independent compensation consultant, management recommendations, pay practices and program designs at peer companies, shareholder feedback, and the Compensation Committee’s own business judgment, which is informed by the significant experience of its members. Shareholders also have an opportunity each year to cast an advisory vote on the compensation of our named executive officers, the results of which the Compensation Committee considers each year when reviewing our executive compensation program. We believe the alignment of our executive compensation program with the interests of shareholders is reflected by the fact that approximately 95% of votes cast on our say-on-pay proposal at the 2016 annual meeting of shareholders voted to approve the compensation paid to our named executive officers.
Apple believes this proposal would therefore be moot and unnecessary.
On December 21, 2015, the Board amended Apple’s bylaws to adopt proxy access provisionsProposal No. 8 is unnecessary, not consistent with market practice, and other Fortune 500 companies. In particular,would provide no benefit to Apple adopted provisionsor our shareholders. The Compensation Committee already has extensive knowledge and resources at its disposal to establish appropriate executive compensation principles and practices for Apple that permit a shareholder, or a group of up to twenty shareholders, owning at least three percent of Apple’s outstanding shares of common stock continuously for at least three years to nominate and include in Apple’s annual meeting proxy materials director nominees constituting up to twenty percent of the Board, provided that the shareholder(s) and nominee(s) satisfy the requirements specified in the bylaws, which are available atinvestor.apple.com/corporate-governance.cfm.
Prior to amending the bylaws, Apple closely monitored proxy access developments and reached out to many of our shareholders on this issue. These discussions provided valuable feedback, including the particular proxy access parameters that Apple’s shareholders view as appropriate for Apple. Based on these discussions, Apple adopted proxy access provisions that protect Apple, best servealigned with the interests of our shareholders, and are consistent with market practice and other Fortune 500 companies.
Apple is proud to continue its leadership in corporate governance matters. As reported by the Financial Times (Stephen Foley,Campaigners Hail Apple Shareholder Move, The Financial Times,December 23, 2015), Patrick McGurn, special counsel at ISS, the shareholder advisory group, responded to Apple’s adoption of proxy access by stating that “other boards are likely to look to such respected companies and are likely to examine this issue now.”
Beyond mere proxy access, Apple’s bylaws also keep directors accountable to shareholders by providing for an automatic end to the term for any director that fails to be elected by an affirmative vote of a majority of the shares represented and voting in an uncontested election. Under similar circumstances, other companies may require that a director submit a resignation letter but the board of directors usually has discretion as to whether to accept such resignation letter – potentially leaving a director that is not supported by a majority of the shareholders on the board indefinitely. Under Apple’s bylaws, Apple does not require a resignation letter as the term of a director that is not supported by a majority of the shares represented and voting in an uncontested election ends automatically. Apple believes this process fosters accountability and responsiveness to shareholders.
Accordingly, after thorough consideration of appropriate proxy access parameters and extensive engagement with many of our shareholders, Apple proactively adopted proxy access provisions consistent with market practice and other Fortune 500 companies, thereby making this proposal moot and unnecessary.
For all of the reasons above, the Board recommends a vote AGAINST Proposal No. 8.
Apple Inc. | 2016 Proxy Statement | 65
Vote Required
Approval of Proposal No. 8 requires the affirmative vote of (i) a majority of the shares present or represented by proxy and voting at the Annual Meeting and (ii) a majority of the shares required to constitute a quorum.
Apple Inc. | 20162017 Proxy Statement | 6663
Proposal No. 9 – Shareholder Proposal
Apple has been advised that Mr. Kenneth Steiner, 14 Stoner Ave., 2M, Great Neck, NY 11021, who has indicated he is a beneficial owner of at least $2,000 in market value of Apple’s common stock, intends to submit the following proposal at the Annual Meeting:
Proposal 9 – Executives To Retain Significant Stock
Resolved: Shareholders urge that our executive pay committee adopt a policy requiring senior executives to retain a significant percentage of stock acquired through equity pay programs until reaching normal retirement age and to report to shareholders regarding the policy before our Company’s next annual meeting. For the purpose of this policy, normal retirement age would be an age of at least 60 and be determined by our executive pay committee. Shareholders recommend a share retention percentage requirement of 75% of net after-tax shares.
This single unified policy shall prohibit hedging transactions for shares subject to this policy which are not sales but reduce the risk of loss to the executive. Otherwise our directors might be able to avoid the impact of this proposal. This policy shall supplement any other share ownership requirements that have been established for senior executives, and should be implemented without violating current company contractual obligations or the terms of any current pay or benefit plan.
Requiring senior executives to hold a significant portion of stock obtained through executive pay plans would focus our executives on our company’s long-term success. A Conference Board Task Force report stated that hold-to-retirement requirements give executives “an ever-growing incentive to focus on long-term stock price performance.”
Please vote to protect shareholder value:
Executives To Retain Significant Stock – Proposal 9
Apple’s Statement in Opposition to Proposal No. 9
The Board recommends a vote AGAINST Proposal No. 9.
Apple believes that our long-term success depends largely on our ability to attract and retain a high-performing executive team. Experienced personnel in the technology industry are in high demand, and competition for executive talent is intense. A policy that would require senior executives to hold 75% of the net after-tax shares from their equity awards until reaching normal retirement age is excessive, not consistent with current practice among our peer groups, and would put Apple at a competitive disadvantage for recruiting and retaining talented executives.
The Board believes that the Compensation Committee is the governing body best suited to formulate Apple’s executive compensation policies. As described in the Compensation Discussion and Analysis, our executive compensation program emphasizes long-term shareholder value creation by using both time-based and performance-based RSUs to deliver long-term compensation incentives. The Compensation Committee believes this is the most effective way to attract and retain a talented executive team and align executives’ interests with those of shareholders. As a result, Apple’s executive compensation program is weighted considerably toward long-term equity awards rather than cash compensation and our executives hold significant unvested RSUs at any particular time. The Compensation Committee believes that this practice creates a substantial retention incentive, encourages our executives to focus on Apple’s long-term success, and aligns with the long-term interests of our shareholders.
Apple Inc. | 2017 Proxy Statement | 64
Apple already has robust stock ownership guidelines for the CEO, the executive officers, and the Non-Employee Directors. Under the guidelines, Mr. Cook is expected to own shares of Apple common stock that have a value equal to ten times his base salary. This stock ownership requirement is among the highest of any CEO in the Fortune 100. Within five years after first becoming subject to the guidelines, each executive officer is expected to own shares of Apple common stock that have a value equal to three times the executive officer’s base salary and each Non-Employee Director is expected to own shares of Apple common stock that have a value equal to five times the annual cash retainer for serving as a director.
In addition to stock ownership guidelines, Apple maintains other significant governance policies relating to Apple stock held by executives. These include an anti-hedging policy for all employees and a prohibition against short sales of Apple common stock by executive officers and directors. Moreover, RSUs granted to executives are subject to the recoupment provisions of Apple’s standard forms of RSU agreement, which provide that Apple may recover any shares or other amounts obtained from RSUs in the event the executive commits a felony while employed by Apple, or engages in a breach of confidentiality, commits an act of theft, embezzlement or fraud, or materially breaches any agreement with Apple while employed by Apple or at any time thereafter.
Apple believes this Proposal No. 9 is unnecessary and would provide no benefit to Apple or our shareholders. Apple’s current executive compensation program and governance practices already create a substantial retention incentive and encourage Apple’s executives to focus on Apple’s long-term business objectives, stock price performance, and shareholders’ interests.
For all of the reasons above, the Board recommends a vote AGAINST Proposal No. 9.
Vote Required
Approval of Proposal No. 9 requires the affirmative vote of (i) a majority of the shares present or represented by proxy and voting at the Annual Meeting and (ii) a majority of the shares required to constitute a quorum.
Apple Inc. | 2017 Proxy Statement | 65
Apple knows of no other matters to be submitted to the shareholders at the Annual Meeting, other than the proposals referred to in this Proxy Statement. If any other matters properly come before the shareholders at the Annual Meeting, it is the intention of the persons named on the proxy to vote the shares represented thereby on such matters in accordance with their best judgment.
Apple Inc. | 20162017 Proxy Statement | 6766
AUDIT AND FINANCE COMMITTEE REPORTAudit and Finance Committee Report
The Audit and Finance Committee consists of four members: Ron Sugar, who serves as the Chair of the Committee, Bob Iger,James Bell, Art Levinson, and Sue Wagner.* Each member is an independent director under NASDAQ, NYSE, and SEC audit committee structure and membership requirements. The Audit and Finance Committee has certain duties and powers as described in its written charter adopted by the Board. A copy of the charter is available on Apple’s website atinvestor.apple.com/corporate-governance.cfm.
The Audit and Finance Committee assists the Board in theBoard’s oversight and monitoring of Apple’s financial statements and other financial information provided by Apple to our shareholders and others, as well as oversight and monitoring of Apple’s independent registered public accounting firm, Apple’s internal audit department, Apple’s accounting policies and the system of internal controls established by management and the Board, significant financial transactions, and enterprise risk management. of:
• | Apple’s financial statements and other financial information provided by Apple to its shareholders and others; |
• | compliance with legal, regulatory, and public disclosure requirements; |
• | the independent auditors, including their qualifications and independence; |
• | Apple’s system of internal controls, including the internal audit function; |
• | treasury and finance matters; |
• | enterprise risk management, privacy, and data security; and |
• | the auditing, accounting, and financial reporting process generally. |
The Audit and Finance Committee does not itself prepare financial statements or perform audits, and its members are not auditors or certifiers of Apple’s financial statements.
In fulfilling itsThe Audit and Finance Committee is responsible for the appointment, compensation, retention, and oversight responsibility of appointing and reviewing the serviceswork performed by Apple’s independent registered public accounting firm, Ernst & Young LLP. In fulfilling its oversight responsibility, the Audit and Finance Committee carefully reviews the policies and procedures for the engagement of the independent registered public accounting firm, including the scope of the audit, audit fees, auditor independence matters, performance of the independent auditors, and the extent to which the independent registered public accounting firm may be retained to perform non-audit services.
Apple maintains an auditor independence policy that, among other things, prohibits Apple’s independent registered public accounting firm from performing non-financial consulting services, such as information technology consulting and internal audit services. This policy mandates that the Audit and Finance Committee approve in advance the audit and permissible non-audit services to be performed by the independent registered public accounting firm and the related budget, and that the Audit and Finance Committee be provided with quarterly reporting on actual spending. This policy also mandates that Apple may not enter into engagements with Apple’s independent registered public accounting firm for non-audit services without the express pre-approval of the Audit and Finance Committee.
The Audit and Finance Committee has reviewed and discussed the audited financial statements for the year ended September 26, 201524, 2016 with Apple’s management and Ernst & Young, LLP, Apple’s independent registered public accounting firm. The Audit and Finance Committee has also discussed with Ernst & Young the matters required to be discussed by Auditing Standard No. 16,1301, “Communications with Audit Committees” issued by the Public Company Accounting Oversight Board (PCAOB)(“PCAOB”).
The Audit and Finance Committee also has received and reviewed the written disclosures and the letter from Ernst & Young required by applicable requirements of the PCAOB regarding Ernst & Young’s communications with the Audit and Finance Committee concerning independence, and has discussed with Ernst & Young its independence from Apple.independence.
Based on the reviews and discussions referred to above, the Audit and Finance Committee recommended to the Board that the financial statements referred to above be included in Apple’s Annual Report onForm 10-K for the year ended September 26, 2015.24, 2016 for filing with the SEC.
Members of the Audit and Finance Committee
Ron Sugar (Chair) | Bob IgerJames Bell | Art Levinson | Sue Wagner
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Apple Inc. | 20162017 Proxy Statement | 6867
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENTSecurity Ownership of
Certain Beneficial Owners and Management
The following table shows certain information as of December 28, 201530, 2016 (the “Table Date”), unless otherwise indicated, with respect to the beneficial ownership of Apple’s common stock by: (i) each person Apple believes beneficially holds more than 5% of the outstanding shares of Apple’s common stock based solely on Apple’s review of SEC filings; (ii) each director and nominee; (iii) each named executive officer listed in the table entitled “Summary Compensation Table—2016, 2015, 2014, and 2013”2014” under the section entitled “Executive Compensation”; and (iv) all directors and executive officers as a group. As of the Table Date, 5,544,487,0005,257,816,000 shares of Apple’s common stock were issued and outstanding. Unless otherwise indicated, all persons named as beneficial owners of Apple’s common stock have sole voting power and sole investment power with respect to the shares indicated as beneficially owned. In addition, unless otherwise indicated, the address for each person named below is c/o Apple Inc., 1 Infinite Loop, Cupertino, California 95014.
Name of Beneficial Owner | Shares of Common Stock Beneficially Owned(1) | Percent of Common Stock Outstanding | ||||||
The Vanguard Group | ||||||||
BlackRock, Inc. | ||||||||
Angela Ahrendts | 95,042(4) | * | ||||||
James Bell | * | |||||||
Tim Cook | * | |||||||
Eddy Cue | * | |||||||
Al Gore | * | |||||||
Bob Iger | * | |||||||
Andrea Jung | * | |||||||
Art Levinson | * | |||||||
Luca Maestri | * | |||||||
Dan Riccio | * | |||||||
Bruce Sewell | * | |||||||
Ron Sugar | * | |||||||
Sue Wagner | * | |||||||
All current executive officers and directors as a group (17 persons) | * |
Apple Inc. | 2016 Proxy Statement | 69
(1) | Represents shares of Apple’s common stock held, options held that were exercisable at the Table Date or within 60 days thereafter, and RSUs held that will vest within 60 days after the Table Date. Does not include RSUs that vest more than 60 days after the Table Date. RSUs are awards granted by Apple and payable, subject to vesting requirements, in shares of Apple’s common stock. |
Apple Inc. | 2017 Proxy Statement | 68
(2) | Represents shares of Apple’s common stock beneficially owned as of December 31, |
(3) | Represents shares of Apple’s common stock beneficially owned as of December 31, |
(4) | Excludes |
(5) | Includes |
(6) | Represents |
(7) | Represents |
(8) | Includes 275,779 shares of Apple’s common stock that Mr. Gore has the right to acquire by exercise of stock options and |
(9) | Includes 525 shares of Apple’s common stock held by Mr. Iger’s spouse, and |
(10) | Includes 109,590 shares of Apple’s common stock that Ms. Jung has the right to acquire by exercise of stock options and |
(11) | Includes 14,000 shares of Apple’s common stock held by Dr. Levinson’s spouse, |
(12) | Excludes |
(13) | Excludes |
(14) | Excludes |
(15) | Includes |
(16) | Includes 1,800 shares of Apple’s common stock held by Ms. Wagner’s spouse and |
(17) | Includes |
* | Represents less than 1% of the issued and outstanding shares of Apple’s common stock as of the Table Date. |
Apple Inc. | 20162017 Proxy Statement | 7069
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires Apple’s officers and directors, and persons who own more than ten percent10% of a registered class of Apple’s equity securities, to file reports of securities ownership and changes in such ownership with the SEC. Officers, directors, and greater than ten percent10% shareholders also are required by SEC rules to furnish Apple with copies of all Section 16(a) forms they file.
Based solely upon a review of the copies of such forms furnished to Apple, and on written representations from the reporting persons, Apple believes that all Section 16(a) filing requirements applicable to Apple’s directors and officers were timely met during 2015.2016, except that one Form 4 was filed for Chris Kondo on August 5, 2016 with respect to the disposition of 9,829 shares of Apple’s common stock on August 2, 2016.
Apple Inc. | 20162017 Proxy Statement | 7170
EQUITY COMPENSATION PLAN INFORMATIONEquity Compensation Plan Information
The following table shows information, as of September 26, 2015,24, 2016, concerning shares of Apple’s common stock authorized for issuance under Apple’s equity compensation plans. As of September 26, 2015,24, 2016, other than as described below, no equity securities were authorized for issuance under equity compensation plans not approved by shareholders.
Number of Securities to (a) | Weighted-Average ($)(b) | Number of Securities (Excluding Securities (c) | ||||||||||
Equity compensation plans approved by shareholders(3) |
(1) | The weighted-average exercise price is calculated based solely on the exercise prices of the outstanding stock options and does not reflect the shares that will be issued upon the vesting of outstanding awards of RSUs, which have no exercise price. |
(2) | The weighted-average remaining contractual term of Apple’s outstanding stock options as of September |
(3) | This table does not include equity awards that have been assumed by Apple in connection with the acquisition of other companies. As of September |
(4) | This number includes the following: |
(5) | This number includes |
Dated: January 6, 20162017
Apple Inc. | 20162017 Proxy Statement | 7271
APPLE INC. 2014 EMPLOYEE STOCK PLAN
(As Amended and Restated as of , 2016)
SECTION 1. INTRODUCTION.
This 2014 Employee Stock Plan was approved byDirections to the Company’s shareholders on February 28, 2014 (the “Approval Date”). The Plan was subsequently amended and restated by the Board as set forth herein on November 17, 2015, subject to approval by the Company’s shareholders at the2017 Annual Meeting on February 26, 2016.
The purpose of the Plan is to promote the long-term success of the Company and the creation of shareholder value by offering Participants the opportunity to share in such long-term success by acquiring a proprietary interest in the Company.
The Plan seeks to achieve this purpose by providing for discretionary long-term incentive Awards in the form of Options (which may be Incentive Stock Options or Nonstatutory Stock Options), Stock Appreciation Rights, Stock Grants, Restricted Stock Units and Cash Bonus Awards.
Capitalized terms shall have the meaning provided in Section 2 unless otherwise provided in this Plan or any related Award Agreement.
SECTION 2. DEFINITIONS.
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Apple Inc. | 2016 Proxy Statement | A-1
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Apple Inc. | 2016 Proxy Statement | A-2
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Apple Inc. | 2016 Proxy Statement | A-3
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Apple Inc. | 2016 Proxy Statement | A-4
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SECTION 3. ADMINISTRATION.
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Apple Inc. | 2016 Proxy Statement | A-5
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Apple Inc. | 2016 Proxy Statement | A-6
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SECTION 4. GENERAL.
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Apple Inc. | 2016 Proxy Statement | A-7
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Apple Inc. | 2016 Proxy Statement | A-8
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SECTION 5. SHARES SUBJECT TO PLAN AND SHARE LIMITS.
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Apple Inc. | 2016 Proxy Statement | A-9
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SECTION 6. TERMS AND CONDITIONS OF OPTIONS.
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Apple Inc. | 2016 Proxy Statement | A-10
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SECTION 7. TERMS AND CONDITIONS OF STOCK APPRECIATION RIGHTS.
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Apple Inc. | 2016 Proxy Statement | A-11
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SECTION 8. TERMS AND CONDITIONS FOR STOCK GRANTS.
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Apple Inc. | 2016 Proxy Statement | A-12
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SECTION 9. TERMS AND CONDITIONS OF RESTRICTED STOCK UNITS.
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Apple Inc. | 2016 Proxy Statement | A-13
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SECTION 10. PERFORMANCE-BASED AWARDS; CASH BONUS AWARDS.
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Apple Inc. | 2016 Proxy Statement | A-14
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SECTION 11. PROTECTION AGAINST DILUTION.
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Apple Inc. | 2016 Proxy Statement | A-15
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SECTION 12. CORPORATE TRANSACTIONS.
Upon the occurrence of any of the following: any merger, combination, consolidation, or other reorganization in which the Company does not survive (or does not survive as a public company in respect of its Common Stock); any exchange of Common Stock or other securities of the Company in which the Company does not survive (or does not survive as a public company in respect of its Common Stock); a sale of all or substantially all the business, stock or assets of the Company; a dissolution of the Company; or any other event in which the Company does not survive (or does not survive as a public company in respect of its Common Stock); then the Committee may make provision for a cash payment in settlement of, or for the assumption, substitution or exchange of any or all outstanding Share-based Awards or the cash, securities or property deliverable to the holder of any or all outstanding Share-based Awards, based upon, to the extent relevant under the circumstances, the distribution or consideration payable to holders of the Common Stock upon or in respect of such event. Upon the occurrence of any event described in the preceding sentence, then, unless the Committee has made a provision for the substitution, assumption, exchange or other continuation or settlement of the Award or the Award would otherwise continue in accordance with its terms in the circumstances, each Award shall terminate upon the related event; provided that the holder of an Option or SAR shall be given reasonable advance notice of the impending termination and a reasonable opportunity to exercise his or her outstanding vested Options and SARs in accordance with their terms before the termination of such Awards (except that in no case shall more than ten days’ notice of the impending termination be required).
The Committee may adopt such valuation methodologies for outstanding Awards as it deems reasonable in the event of a cash or property settlement and, in the case of Options, SARs or similar rights, but without limitation on other methodologies, may base such settlement solely upon the excess if any of the per share amount payable upon or in respect of such event over the Exercise Price of the Award.
In any of the events referred to in this Section 12, the Committee may take such action contemplated by this Section 12 prior to such event (as opposed to on the occurrence of such event) to the extent that the Committee deems the action necessary to permit the Participant to realize the benefits intended to be conveyed with respect to the underlying Shares.
Without limiting the generality of Section 3, any good faith determination by the Committee pursuant to its authority under this Section 12 shall be conclusive and binding on all persons.
Apple Inc. | 2016 Proxy Statement | A-16
SECTION 13. LIMITATIONS ON RIGHTS.
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SECTION 14. WITHHOLDING TAXES; SECTION 409A.
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Apple Inc. | 2016 Proxy Statement | A-17
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SECTION 15. DURATION AND AMENDMENTS; MISCELLANEOUS.
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Apple Inc. | 2016 Proxy Statement | A-18
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Apple Inc. | 2016 Proxy Statement | A-19
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Apple Inc. | 2016 Proxy Statement | A-20
DIRECTIONS TO THE 2016 ANNUAL MEETING OF SHAREHOLDERSShareholders
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Take Interstate 280 (south from San Francisco, north from San Jose)
Exit at De Anza Boulevard
Turn south onto De Anza Boulevard toward Cupertino
Turn left onto Mariani Avenue
Continue on Mariani, which leads into the Apple parking lot
Proceed to |
Attendance at the Annual Meeting is limited to shareholders. Admission to the Annual Meeting will be on a first-come, first-served basis. In the interest of saving time and money, Apple has opted to provide the Annual Report onForm 10-K for the year ended September 26, 201524, 2016 in lieu of producing a glossy annual report.
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Apple Inc.
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IMPORTANT ANNUAL MEETING INFORMATION
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Electronic Voting Instructions You can vote by Internet or telephone! Available 24 hours a day, 7 days a week!
Instead of mailing your proxy, you may choose one of the voting methods outlined below to vote your proxy.
VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR.
Proxies submitted by the Internet or telephone must be received by 1:00 a.m., Eastern Time, on February 26, 2016. 28, 2017.
Vote by Internet
Log on to the Internet and go to
www.investorvote.com/AAPL
Follow the steps outlined on the secured website.
Vote by telephone
Call toll free 1-800-652-VOTE (8683) within the USA, US territories & Canada any time on a touch tone telephone. There is NO CHARGE to you for the call.
Follow the instructions provided by the recorded message.
Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. X
Apple Inc. Annual Shareholder Meeting Proxy Card
1234 5678 9012 345
IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.
A Proposals — Proposals—The Board of Directors recommends a vote FOR all the listed nominees, and FOR Proposals 2 and 3, and 1 YEAR for Proposal 4.
1. ElectionThe election to Apple’s Board of Directors: Directors of the eight nominees named in the Proxy Statement
For Against Abstain For Against Abstain For Against Abstain
01 - JAMES BELL
04 - BOB IGER
07 - RON SUGAR
02 - TIM COOK
05 - ANDREA JUNG
08 - SUE WAGNER
03 - AL GORE 04 - BOB IGER 05 - ANDREA JUNG
06 - ART LEVINSON 07 - RON SUGAR 08 - SUE WAGNER
For Against Abstain For Against Abstain
2. Ratification of the appointment of Ernst & Young LLP as3. An advisory resolution to approve executive compensation Apple’s independent registered public accounting firm for 20162017
For Against Abstain
3. Advisory vote to approve executive compensation
1 Year 2 Years 3 Years Abstain
4. ApprovalAdvisory vote on the frequency of the amended and restated Apple Inc. 2014 Employee Stock Plan shareholder votes on executive compensation
B Shareholder Proposals — Proposals—The Board of Directors recommends a vote AGAINST Proposals 5, 6, 7, 8 and 8. 9.
For Against Abstain
For Against Abstain
5. A shareholder proposal entitled “Net-Zero Greenhouse Gas Emissions by 2030” “Charitable Giving - Recipients, Intents and Benefits”
6. A shareholder proposal regarding diversity among our senior management and board of directors
7. A shareholder proposal entitled “Human Rights Review – High Risk Regions” 8. A shareholder proposal entitled “Shareholder Proxy Access” Access Amendments”
8. A shareholder proposal entitled “Executive Compensation Reform”
9. A shareholder proposal entitled “Executives to Retain Significant Stock”
IF VOTING BY MAIL, YOU MUST COMPLETE SECTIONS A - D ON BOTH SIDES OF THIS CARD.
C 1234567890 J N T
1 U P X 2 9 9 1 6 8 1
MR A SAMPLE (THIS AREA IS SET UP TO ACCOMMODATE
140 CHARACTERS) MR A SAMPLE AND MR A SAMPLE AND
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Apple Inc. 2016
2017 Annual Meeting of Shareholders
February 26, 2016 28, 2017
9:00 a.m. Pacific Time
1 Infinite Loop, Building 4 (Town Hall)Town Hall (Building 4), Cupertino, California 95014
Upon arrival, please present your photo identification at the registration desk.
Directions to the 20162017 Annual Meeting of Shareholders
Take Interstate 280 (south from San Francisco, north from San Jose) Exit at De Anza Boulevard
Turn south onto De Anza Boulevard toward Cupertino
Turn left onto Mariani Avenue
Continue on Mariani, which leads into the Apple parking lot
Proceed to Building 3Town Hall (Building 4) for meeting registration
Attendance at the 20162017 Annual Meeting of Shareholders is limited to shareholders. Admission to the meeting will be on a first-come, first-servedfirst- served basis. In the interest of saving time and money, Apple has opted to provide the Annual Report on Form 10-K for the year ended September 26, 2015,24, 2016 in lieu of producing a glossy annual report. I-280 Infinite loop Registration Building 3 De Anza Blvd. Mariani Ave.
. IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF APPLE INC.
FOR THE 20162017 ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON FEBRUARY 26, 2016 28, 2017
The undersigned shareholder of Apple Inc., a California corporation, hereby acknowledges receipt of the Notice of 20162017 Annual Meeting of Shareholders and Proxy Statement with respect to the 20162017 Annual Meeting of Shareholders of Apple Inc. to be held at 1 Infinite Loop, Building 4 (Town Hall)Town Hall (Building 4), Cupertino, California 95014 on Friday,Tuesday, February 26, 201628, 2017 at 9:00 a.m. Pacific Time, and hereby appoints Luca Maestri and Bruce Sewell, and each of them, proxies and attorneys-in-fact, each with power of substitution and revocation, and each with all powers that the undersigned would possess if personally present, to vote the Apple Inc. common stock of the undersigned at such meeting and any postponement(s) or adjournment(s) of such meeting, as set forth on the reverse side, and in their discretion upon any other business that may properly come before the meeting (and any such postponement(s) or adjournment(s)).
THIS PROXY WILL BE VOTED AS SPECIFIED OR, IF NO CHOICE IS SPECIFIED, FOR THE ELECTION OF THE NOMINEES, FOR PROPOSALS 2 AND 3, AND1 YEAR FOR PROPOSAL 4, AND AGAINST PROPOSALS 5, 6, 7, 8 AND 8,9, AND AS SAID PROXIES DEEM ADVISABLE ON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING AND ANY POSTPONEMENT(S) OR ADJOURNMENT(S) THEREOF.
PLEASE VOTE, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE OR VOTE BY TELEPHONE OR THE INTERNET.
If you vote by telephone or the Internet, please DO NOT mail back this proxy card. THANK YOU FOR YOUR VOTE.
C Non-Voting Items
Change of Address — Please print new address below. I
Consent
Until contrary notice to Apple Inc., I consent to access all future notices of annual meetings, proxy statements and annual reports issued by Apple Inc. over the Internet.
D Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below
NOTE: Please sign your name(s) EXACTLY as your name(s) appear(s) on this proxy. All joint holders must sign. When signing as attorney, trustee, executor, administrator, guardian or corporate officer, please provide your FULL title.
Date (mm/dd/yyyy) — Please print date below.
Signature 1 — Please keep signature within the box.
Signature 2 — Please keep signature within the box.
IF VOTING BY MAIL, YOU MUST COMPLETE SECTIONS A - D ON BOTH SIDES OF THIS CARD.
January 6, 2016
VIA EDGAR
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Ladies and Gentlemen:
Accompanying this letter for filing is a copy of the notice of annual meeting, definitive Proxy Statement, and form of proxy for the 2016 annual meeting of shareholders of Apple Inc. (“Apple”). In accordance with Rule 14a-3(d), Apple’s annual report on Form 10-K for the year ended September 26, 2015, as filed with the Commission on October 28, 2015, will also be made available to Apple’s shareholders with the proxy materials.
As described in the definitive Proxy Statement, Apple’s shareholders are being asked to approve the amended and restated Apple Inc. 2014 Employee Stock Plan (the “Plan”) at the annual meeting. In accordance with Instruction 3 to Item 10 of Schedule 14A, the Plan is included as Annex A to the Proxy Statement.
With respect to the information requested by Instruction 5 to Item 10 of Schedule 14A, the Plan does not request any increase in the maximum number of shares that may be issued or transferred pursuant to awards under the Plan.
We note that, in accordance with Rule 14(a)-6(a), Apple was not required to file preliminary proxy materials with the Commission because the matters to be acted on at the meeting are limited to (1) the election of directors, (2) the ratification of accountants, (3) a vote on an advisory resolution to approve executive compensation, (4) the approval of the Plan described above, which is a “plan” as defined in paragraph (a)(6)(ii) of Item 402 of Regulation S-K, and (5) shareholder proposals pursuant to Rule 14a-8.
Should you have questions regarding the foregoing or require additional information, please contact me at408-974-6931 or glevoff@apple.com.
Very truly yours,
/s/ Gene D. Levoff
Gene D. Levoff
Associate General Counsel, Corporate Law
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