Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

This summary highlights the proposals to be acted upon, as well as financial, compensation, and corporate governance information ~~contained~~described in more detail elsewhere in this Proxy Statement. ~~This~~In addition, this summary ~~does not contain all~~provides 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, all~~The information ~~presented in~~contained onapple.com is not incorporated by reference into this Proxy ~~Statement is based on Apple’s fiscal calendar.~~Statement.

For a detailed discussion of our executive compensation program, please see the “Compensation Discussion and Analysis” beginning on page 2428.

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.

~~Elements of 2015 Named Executive Officer Compensation~~highlights from 2016 are as follows:

The chart above shows target dollar values for each element of our named executive officers’ ~~2015~~2016 compensation. Annual cash incentives for ~~2015~~2016 paid out at ~~200%~~89.5% of target. For more information, please see the ~~Summary Compensation Table~~annual cash incentive discussion beginning on page ~~35 of this Proxy Statement.~~33.

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.

~~Learn more about~~ Long-Term Equity Incentives and Total Shareholder Return

Apple ~~Values atapple.com~~is 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.

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 on~~apple.com~~ ~~is not incorporated by reference into this Proxy Statement.~~ performance-based compensation for our executive officers.

Apple believes that effective corporate governance ~~matters, including proxy access for director nominations. Based on these~~should include regular constructive discussions ~~Apple adopted proxy access provisions that protect Apple and best serve the interests of~~with our shareholders. ~~For~~We have a ~~detailed discussion of~~proactive 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.~~

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 our~~shareholder 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 attend~~Even if you plan on attending the Annual Meeting ~~and requested~~in person, we encourage you to vote onyour shares in advance using one of the ~~proposals~~methods 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.

If you requested printed versions by mail, these printed proxy materials also include the proxy card or voting instruction form for the Annual Meeting.

Why did I receive a one-page notice in the mail regarding the ~~Internet~~internet availability of proxy materials instead of a full set of proxy materials?

~~In accordance with SEC rules,~~ Apple uses the ~~Internet~~internet as the primary means of furnishing proxy materials to shareholders. ~~Accordingly, we~~We 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 Internet~~online 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 Internet~~online to help reduce the environmental impact of our annual meetings, and reduce ~~the cost to Apple associated with the~~Apple’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.~~

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.

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.

~~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 you are a beneficial owner of shares held in street name, there are four ways to vote:~~

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.

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:

~~If a quorum is not present, we may propose to adjourn the Annual Meeting to solicit additional proxies.~~

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.

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.”

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.

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.

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.

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.

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.~~

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:

~~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.~~

~~A representative from Computershare will serve as the inspector of election.~~

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~~

~~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-approved~~a 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’s~~our 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 address~~that elects not to ~~which Apple delivered a single copy of any of these documents.~~participate in householding.

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, ~~shareholders~~you may write or call Apple at the ~~following:~~following email address, physical address, or phone number:

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 ~~using~~at the ~~mailing~~email address, ~~and~~physical 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 year~~Holders 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 Saturday~~called a quorum. Your shares will be counted for purposes of ~~September. Unless otherwise stated, all information presented in this~~determining if there is a quorum if:

Broker non-votes and abstentions are counted for purposes of determining whether a quorum is ~~based on~~present. 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.

A representative from Apple’s ~~fiscal calendar.~~transfer agent, Computershare Trust Company, N.A. (“Computershare”), will serve as the inspector of election.

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 contacted~~contact 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:

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 ~~telephone~~phone number?

Apple’s principal executive offices are located at 1 Infinite Loop, Cupertino, California 95014. Apple’s main ~~telephone~~phone number is (408) 996-1010.

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.

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.

~~How can I attend~~What is the ~~Annual Meeting?~~difference between a “shareholder of record” and a “beneficial owner of shares held in street name”?

~~Only~~Shareholder 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 Date~~shares held in street name.

If you are ~~entitled~~a 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:

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 Statement~~online, by phone, or by mail to ensure that your vote will be represented at the Annual Meeting.

If you are a beneficial owner of shares held in street name, there are four ways to vote:

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.

~~DIRECTORS, CORPORATE GOVERNANCE AND EXECUTIVE OFFICERS~~How are proxies voted?

~~Listed below~~You may revoke your proxy and change your vote at any time before the taking of the vote at the Annual Meeting.

then the ~~eight nominees~~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 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.

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.

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.

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.

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.

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:

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.

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 ~~each~~nominations must be submitted by a shareholder of ~~whom serves on~~record 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.

Directors, Corporate Governance, and Executive ~~Officers—Directors”), references to particular years refer to the calendar year.~~Officers

~~The~~Apple’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

~~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 for~~to 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:

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.

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 commitment~~ensure 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 ~~Chair~~Chairs 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 of~~Each Committee operates under written charters adopted by the ~~committees~~Board that are ~~shown in the table below.~~available atinvestor.apple.com/corporate-governance.cfm.

The Audit Committee assists the Board in ~~fulfilling its~~ oversight and monitoring ~~responsibility of reviewing the financial information provided to shareholders and others,~~of:

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.

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.

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.

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.

While the Audit Committee has primary responsibility for overseeing enterprise risk management, the other Board committees also consider ~~risk~~risks 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

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.

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.

The Board has adopted a written policy for approval of transactions between Apple and its directors, director nominees, executive officers, greater than ~~five percent~~5% 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:

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:

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.

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 considers~~we consider arms-length, including sales arrangements, ~~and iTunes Store~~Internet 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.

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 ~~2015~~2016 annual meeting of ~~shareholders.~~shareholders with the exception of Mr. Bell who was unable to attend for personal reasons.

~~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 from~~Iger was appointed to the ~~Board~~Compensation Committee in ~~March~~place 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 ~~they~~any 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.

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.

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 by~~reviewing 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 ~~RSU~~Director 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 ~~RSU~~Director Award. The number of RSUs subject to each Initial ~~RSU~~Director 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 ~~RSU~~Director 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.

Equipment Program. Apple has ~~adopted~~ an equipment program for ~~our~~the 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’s~~our 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

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.

The following table shows information regarding the compensation earned or paid during ~~2015~~2016 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.~~

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.

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.

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.

~~2015 was a~~Apple had another year of ~~record-breaking~~strong financial results ~~for Apple.~~

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 ~~2015~~2016 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 ~~2015~~2016 were:

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.

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 we~~We believe ~~is achieved by~~that 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

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.

The Compensation Committee, consisting entirely of independent directors, ~~is responsible for Apple’s~~reviews and approves the compensation ~~and incentive plans and programs, approves all compensation for~~of Apple’s executive officers and acts as the ~~administrative~~administering 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 other~~provided 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 group~~groups of companies to serve as market reference ~~as peer groups~~points 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 skilled~~highly-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.

~~The~~In June 2015, the Compensation Committee selected the following companies for the 2016 primary peer ~~group for 2015:~~group:

The threshold revenue and market capitalization requirements for a company to be considered for the primary peer group for ~~2015~~2016 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. Based~~consistency 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 the~~market 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.

In June 2015, the Compensation Committee selected the following companies for the 2016 secondary peer ~~group for 2015:~~group:

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.

~~Consideration of Say-on-Pay Vote Results.~~Shareholder Feedback. We value the feedback provided by our shareholders and have discussions with many of ~~our shareholders~~them 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 ~~2015~~2016 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 to~~The design of the 2016 executive compensation program follows the same design as 2015. However, for ~~2015 in consideration~~2017, 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.

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 three~~It 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:

The chart below shows target dollar values for the main elements of our named executive officers’ 2016 compensation.

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 with~~Taking these factors into consideration and in recognition of his individual performance and remarkable leadership, Mr. Cook’s base salary ~~levels set during~~was 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 of~~remained 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.

Net sales and operating income, as determined in accordance with generally accepted accounting principles, were chosen as the performance measures for the ~~2015~~2016 annual cash incentive opportunity because they reflect commonly recognized measures of overall company performance and are ~~associated with~~drivers 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 payouts~~Payouts are ~~determined~~calculated based on the ~~highest~~ performance level achieved for each performance measure for ~~the fiscal year~~2016 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 ~~its~~the 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.

As shown in the table above, our ~~actual~~2016 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 for~~was 7.7% and 15.7% below our record-breaking 2015 ~~significantly exceeded~~levels; however, the ~~maximum goals set by the Compensation Committee, resulting in the maximum potential payout of each~~2016 payouts to our named executive ~~officer’s~~officers 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’s~~2016 performance and ~~approved~~ the ~~maximum payout for each~~individual contributions of our named executive ~~officer for 2015.~~officers.

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, depending~~depends 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’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.

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 value~~a 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 Award~~performance 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.

For the ~~two-year~~three-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 90^th78th 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.

~~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.

The Annual RSU Awards granted as performance-based RSUs in October 2015 have a three-year performance-period (fiscal years ~~2015~~2016 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:

This vesting schedule requires Relative TSR performance at the 25^th25th percentile to vest in the threshold number of shares, Relative TSR performance at the 55^th55th percentile to vest in the target number of shares, and Relative TSR performance that is significantly above the median at the 85^th85th percentile in order to vest in the maximum 200% of the target number of shares.

No RSUs vest if Apple’s Relative TSR performance is below the 25^th25th 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 25^th25th 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, ~~2017~~2018 (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.

At Mr. Cook’s request, none of his RSUs participate in dividend equivalents. ~~Unvested~~All other unvested RSUs granted to ~~all other~~Apple 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 ~~shares~~RSUs vest.

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.

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 ~~his~~Mr. Cook’s role as CEO, Apple also provides risk-based personal security services for

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 each~~was provided relocation assistance to move closer to Apple’s headquarters in connection with ~~their~~her hiring. ~~A portion~~Some of these relocation expenses were incurred in ~~2015~~2016 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 officer~~Chief Executive Officer of Burberry. Ms. Ahrendts has a limited cash severance arrangement ~~for the first three years of her employment~~until 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 her~~their job duties and ~~where~~when the use of a chartered plane will increase efficiency ~~and/~~or security associated with ~~that~~a 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.

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 ~~2015~~2016 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.

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 ~~2015~~2016 are also intended to be exempt from the deduction limitation of Section 162(m).

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 awards~~RSUs 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 award~~RSUs 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 named~~All 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.

The following table, ~~shows~~footnotes, and related narrative show information regarding the total compensation of each named executive officer for 2016, 2015, ~~2014~~ and ~~2013,~~2014, except in the ~~cases~~case 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.

~~Compensation~~The amounts in the salary, bonus, and non-equity incentive plan compensation columns of ~~Named Executive Officers~~

~~The table entitled~~the “Summary Compensation Table—2016, 2015, ~~2014,~~ and ~~2013” above quantifies~~2014” reflect actual amounts paid for the ~~value of~~relevant 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 shown~~amounts in the ~~table are base salary, an annual cash incentive, and long-term equity~~stock 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 ~~2015~~2016 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.

The following table shows information regarding the incentive awards granted to the named executive officers for ~~2015.~~2016.

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 ~~2015~~2016 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, 2014~~5, 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, 2014~~5, 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, 2014~~27, 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 ~~Officer~~Officers’ 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 ~~shares~~RSUs vest. At Mr. Cook’s request, none of his RSUs participate in dividend equivalents.

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.

The following table shows information regarding the vesting during ~~2015~~2016 of ~~RSU awards~~RSUs previously granted to the named executive officers. No options were exercised by ~~the~~any named executive ~~officers~~officer during ~~2015.~~2016.

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 officer~~Chief 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.

Time-Based RSUs.Time-based ~~RSU awards~~RSUs 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 awards~~RSUs 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 vested~~vest 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 ~~lists~~shows 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 them~~RSUs 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 ~~payments~~values for ~~the~~ performance-based RSUs are ~~based on performance to date as of September 25, 2015.~~shown at the maximum potential payout amounts.

This Proxy Statement contains ~~eight~~9 proposals requiring shareholder action:

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.

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.

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.

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.

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 ~~scope~~success 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 ~~the~~our compensation ~~provided to our named executive officers for 2015~~program 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:

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 ~~2017~~2018 annual meeting of shareholders.

Proposal No. 4 – ~~Approval~~Advisory Vote on Frequency of ~~the Amended and Restated Apple Inc. 2014 Employee Stock Plan~~Say-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.

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~~

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.

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 at~~www.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.~~

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.

~~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.

~~Other Share Counting Rules.~~ ~~The following are other rules for counting shares against the applicable share limits of 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.

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.

~~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 intended~~future 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 than~~have the say-on-pay vote every year, every two years, or every three years.

Our shareholders voted on a similar proposal in ~~accordance~~2011 with the ~~requirements of Code Section 162(m) if~~majority voting to hold the ~~plan administrator subsequently determines~~say-on-pay vote every year. We continue to believe that ~~they are~~say-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

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.

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.~~

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.

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

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.

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.

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.

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.

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.

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.

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.

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.

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

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.

~~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 exercise~~Board 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 under~~decisions 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 by~~It is expected that the ~~Covered Persons~~next 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 Table~~shareholders.

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

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.”

The Board recommends a vote ~~FOR~~on Proposal No. 4.4 to hold say-on-pay votes every 1 YEAR (as opposed to 2 years or 3 years).

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:

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 emissions~~core 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

~~addition, we explain our overall position and actions regarding climate change~~most 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 publicly discloses detailed information about the cost and impact of these initiatives on our ~~renewable energy~~website.

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 efforts~~World 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 ~~therefore~~do nothing to advance these philanthropic activities, and would provide ~~minimal~~immaterial 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 disclosure~~preparation 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.

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, ~~intends~~and 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:

~~At Apple, we believe that~~Our 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 at~~apple.com/diversity~~.

~~Our efforts~~ are much broader than the “accelerated recruitment policy” requested by this proposal, which ~~would be~~is 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 that~~take a holistic view of inclusion and diversity ~~are fundamental~~that 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 supported~~a future in ~~inclusively leading globally diverse teams.~~tech. We also ~~encourage~~support diversity by creating opportunities beyond Apple. Here are just a few examples:

Apple publicly discloses information about our ~~employees~~inclusion and diversity initiatives and detailed statistics about our progress to ~~share their cultures with each other by joining Diversity Network Associations, which~~date 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 ~~our~~the 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 in~~proposal is not necessary or appropriate because we have already demonstrated our ~~most recent appointments~~commitment to ~~the Board.~~

~~This proposal would require the Board to adopt an accelerated recruitment policy for increasing~~a holistic view of inclusion and diversity ~~among senior management~~and 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

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 to~~last year reflects the positive recognition by our shareholders ~~its~~of 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.

Apple has been advised that ~~the National Center for Public Policy Research, which~~Mr. 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:

~~Apple’s products are loved by users all over the world. We believe we are fortunate~~Our current corporate governance framework reflects our commitment to ~~serve our customers,~~robust, balanced governance practices combined with responsiveness and ~~we have operations in many countries~~accountability 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 stores~~and 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 Mall~~bylaws. 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 ~~Emirates~~preferences of our shareholders. As a result of these engagements, in ~~Dubai~~December 2016, the Board adopted enhancements to Apple’s bylaws to streamline our proxy access framework and ~~Apple Store Yas Mall in Abu Dhabi, both in~~make 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.

We believe ~~in equality for everyone, regardless~~our 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, around~~shareholders. Our framework is a reasonable, usable one that reinforces the ~~world, with no exceptions.~~

~~We have also adopted a Supplier Code~~Board’s accountability and provides broad discretion to shareholders to nominate candidates of ~~Conduct to promote our standards~~their 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 workers~~already 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

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 believe~~the board indefinitely. Apple believes that ~~it drives~~our process, which results in automatic termination of the director’s term, fosters greater accountability and ~~improvement throughout our supply chain and ultimately~~responsiveness 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’s~~ongoing commitment to ~~protecting~~board refreshment and ~~promoting human rights~~to 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 demonstrated~~taken 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 report~~proponent 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.

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:

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’s Compensation Committee is responsible for ~~director nominations by~~Apple’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.

~~On December 21, 2015, the Board amended Apple’s bylaws to adopt proxy access provisions~~Proposal No. 8 is unnecessary, not consistent with market practice, and ~~other Fortune 500 companies. In particular,~~would provide no benefit to Apple ~~adopted provisions~~or 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 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:

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 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.

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.

~~AUDIT AND FINANCE COMMITTEE REPORT~~Audit 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 the~~Board’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 its~~The Audit and Finance Committee is responsible for the appointment, compensation, retention, and oversight ~~responsibility~~ of ~~appointing and reviewing~~ the ~~services~~work 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, 2015~~24, 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 Iger~~James Bell | Art Levinson | Sue Wagner

*	In December 2015, Mr. Bell was appointed to the Audit Committee in place of Mr. Iger. Mr. Bell did not participate in the Audit Committee’s review, discussion or recommendation with respect to the matters covered by the Audit Committee’s report in this Proxy Statement.

Apple Inc. | ~~2016~~2017 Proxy Statement | 6867

~~SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT~~Security Ownership of

Certain Beneficial Owners and Management

The following table shows certain information as of December ~~28, 2015~~30, 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, ~~5,544,487,000~~5,257,816,000 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		~~332,239,563~~322,968,066⁽²⁾	⁽²⁾		~~5.99~~	% 6.14%

BlackRock, Inc.		~~315,862,269~~315,425,945⁽³⁾	⁽³⁾		~~5.70~~	% 6.00%

Angela Ahrendts		95,042⁽⁴⁾	⁽⁴⁾		*

James Bell		~~1,538~~4,118⁽⁵⁾	⁽⁵⁾		*

Tim Cook		~~1,039,598~~1,039,809⁽⁶⁾	⁽⁶⁾		*

Eddy Cue		~~46,177~~1,464⁽⁷⁾	⁽⁷⁾		*

Al Gore		~~718,773~~721,353⁽⁸⁾	⁽⁸⁾		*

Bob Iger		~~44,645~~47,225⁽⁹⁾	⁽⁹⁾		*

Andrea Jung		~~126,193~~128,773⁽¹⁰⁾	⁽¹⁰⁾		*

Art Levinson		~~1,466,685~~1,397,257⁽¹¹⁾	⁽¹¹⁾		*

Luca Maestri		~~210~~4,432⁽¹²⁾	⁽¹²⁾		*

Dan Riccio		~~40,755~~10,942⁽¹³⁾	⁽¹³⁾		*

Bruce Sewell		~~47,593~~235,793⁽¹⁴⁾	⁽¹⁴⁾		*

Ron Sugar		~~17,359~~19,939⁽¹⁵⁾	⁽¹⁵⁾		*

Sue Wagner		~~7,454~~10,034⁽¹⁶⁾	⁽¹⁶⁾		*

All current executive officers and directors as a group (17 persons)		~~4,246,074~~4,399,147⁽¹⁷⁾	⁽¹⁷⁾		*

~~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, ~~2014,~~2015, based on a Schedule ~~13G~~13G/A filed on February 10, ~~2015,~~2016, by The Vanguard Group. In such filing, The Vanguard Group lists its address as 100 Vanguard Blvd., Malvern, PA 19355, and indicates that it has sole voting power with respect to ~~10,208,579~~10,477,437 shares of Apple’s common stock, shared voting power with respect to 571,100 shares of Apple’s common stock, sole dispositive power with respect to ~~322,573,028~~311,845,773 shares of Apple’s common stock, and shared dispositive power with respect to ~~332,239,563~~11,122,293 shares of Apple’s common stock.

(3)

Represents shares of Apple’s common stock beneficially owned as of December 31, ~~2014,~~2015, based on a Schedule 13G/A filed on ~~February 2, 2015,~~January 25, 2016, by BlackRock, Inc. In such filing, BlackRock, Inc. lists its address as 55 East 52nd Street, New York, NY ~~10022,~~10055, and indicates that it has sole voting power with respect to ~~262,184,553~~264,930,614 shares of Apple’s common stock, shared voting power with respect to ~~74,225~~44,794 shares of Apple’s common stock, sole dispositive power with respect to ~~315,862,269~~315,381,151 shares of Apple’s common stock, and shared dispositive power with respect to ~~74,225~~44,794 shares of Apple common stock.

(4)

Excludes ~~693,601~~659,303 unvested RSUs held by Ms. Ahrendts that are not scheduled to vest within 60 days after the Table Date.

(5)

Includes ~~1,007~~2,580 unvested RSUs held by Mr. Bell that are scheduled to vest on February 1, ~~2016.~~2017.

(6)

Represents ~~1,039,598~~1,039,809 shares of Apple’s common stock held in the name of Mr. Cook’s trust and excludes ~~4,760,000~~3,500,000 unvested RSUs held by Mr. Cook that are not scheduled to vest within 60 days after the Table Date.

(7)

Represents ~~46,177~~1,464 shares of Apple’s common stock held in the name of Mr. Cue’s trust and excludes ~~1,094,104~~620,803 unvested RSUs held by Mr. Cue that are not scheduled to vest within 60 days after the Table Date.

(8)

Includes 275,779 shares of Apple’s common stock that Mr. Gore has the right to acquire by exercise of stock options and ~~2,008~~2,580 unvested RSUs held by Mr. Gore that are scheduled to vest on February 1, ~~2016.~~2017.

(9)

Includes 525 shares of Apple’s common stock held by Mr. Iger’s spouse, and ~~2,008~~2,580 unvested RSUs held by Mr. Iger that are scheduled to vest on February 1, ~~2016.~~2017.

(10)

Includes 109,590 shares of Apple’s common stock that Ms. Jung has the right to acquire by exercise of stock options and ~~2,008~~2,580 unvested RSUs held by Ms. Jung that are scheduled to vest on February 1, ~~2016.~~2017.

(11)

Includes 14,000 shares of Apple’s common stock held by Dr. Levinson’s spouse, ~~317,394~~247,394 shares of Apple’s common stock that Dr. Levinson has the right to acquire by exercise of stock options and ~~2,008~~2,580 unvested RSUs held by Dr. Levinson that are scheduled to vest on February 1, ~~2016.~~2017.

(12)

Excludes ~~551,644~~592,237 unvested RSUs held by Mr. Maestri that are not scheduled to vest within 60 days after the Table Date.

(13)

Excludes ~~744,104~~620,803 unvested RSUs held by Mr. Riccio that are not scheduled to vest within 60 days after the Table Date.

(14)

Excludes ~~1,094,104~~620,803 unvested RSUs held by Mr. Sewell that are not scheduled to vest within 60 days after the Table Date.

(15)

Includes ~~2,008~~2,580 unvested RSUs held by Dr. Sugar that are scheduled to vest on February 1, ~~2016.~~2017.

(16)

Includes 1,800 shares of Apple’s common stock held by Ms. Wagner’s spouse and ~~2,008~~2,580 unvested RSUs held by Ms. Wagner that are scheduled to vest on February 1, ~~2016.~~2017.

(17)

Includes ~~702,763~~632,763 shares of Apple’s common stock that executive officers and directors have the right to acquire by exercise of stock options and ~~13,055~~18,060 unvested RSUs that are scheduled to vest within 60 days after the Table Date. Excludes ~~12,034,118~~8,704,803 unvested RSUs held by executive officers that are not scheduled to vest within 60 days after the Table Date.

Represents less than 1% of the issued and outstanding shares of Apple’s common stock as of the Table Date.

Apple Inc. | ~~2016~~2017 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 percent~~10% 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 percent~~10% 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. | ~~2016~~2017 Proxy Statement | 7170

~~EQUITY COMPENSATION PLAN INFORMATION~~Equity 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
to be Issued Upon Exercise
~~Exercise~~ of
Outstanding Options,
Warrants and Rights

(a)

Weighted-Average
Exercise Price of
Outstanding Options,
~~Options,~~ Warrants and
~~and~~ Rights⁽¹⁾⁽²⁾

($)(b)

Number of Securities
Remaining Available for
Future Issuance Under
~~Under~~ Equity
Compensation Plans

(Excluding Securities
Reflected in Column (a))

(c)

Equity compensation plans approved by shareholders⁽³⁾

~~102,494,103~~100,011,348⁽⁴⁾

⁽⁴⁾

~~16.64~~17.41

~~497,068,429~~434,520,714⁽⁵⁾

⁽⁵⁾

(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 ~~26, 2015~~24, 2016 was ~~4.1~~3.7 years.

(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 ~~26, 2015,~~24, 2016, an additional ~~179,211~~142,900 shares of Apple’s common stock were subject to outstanding stock options assumed in connection with acquisitions of other companies (with a weighted-average exercise price of ~~$6.17~~$5.95 per share). Shares issued in respect of these assumed awards do not count against the share limits of the 2014 Plan.

(4)

This number includes the following: ~~49,971,842~~76,308,442 shares subject to outstanding awards granted under the 2014 Plan, of which ~~233,079~~263,214 shares were subject to outstanding stock options and ~~49,738,763~~76,045,228 shares were subject to outstanding RSU awards; ~~51,807,450~~23,052,083 shares subject to outstanding awards granted under the Apple Inc. 2003 Employee Stock Plan, of which ~~91,528~~26,731 shares were subject to outstanding stock options and ~~51,715,922~~23,025,352 shares were subject to outstanding RSU awards; and ~~714,811~~650,823 shares subject to outstanding awards granted under the Director Plan, of which ~~702,763~~632,763 shares were subject to outstanding stock options and ~~12,048~~18,060 shares were subject to outstanding RSU awards.

(5)

This number includes ~~442,885,525~~386,365,390 shares available for issuance under the 2014 Plan, ~~53,016,211~~47,026,765 shares reserved for issuance under the Employee Stock Purchase Plan, and ~~1,166,693~~1,128,559 shares available for issuance under the Director Plan. Shares issued in respect of awards other than stock options and stock appreciation rights granted under the 2014 Plan and the Director Plan count against the shares available for grant under the applicable plan as two shares for every share granted.

Dated: January 6, ~~2016~~2017

Apple Inc. | ~~2016~~2017 Proxy Statement | 7271

~~ANNEX A~~

~~APPLE INC. 2014 EMPLOYEE STOCK PLAN~~

~~(As Amended and Restated as of , 2016)~~

~~SECTION 1. INTRODUCTION.~~

~~This 2014 Employee Stock Plan was approved by~~Directions 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.~~

~~(a)~~

~~“2003 Plan” means the Apple Inc. 2003 Employee Stock Plan as amended from time to time.~~

~~(b)~~

“Applicable Laws” means all applicable securities, tax and exchange control laws, rules, regulations and requirements relating to the administration of stock plans, including, but not limited to, all applicable U.S. federal and state laws, the rules and regulations of any stock exchange or quotation system on which the Common Stock is listed or quoted, and the applicable securities, tax and exchange control laws, rules, regulations or requirements of any foreign country or jurisdiction where Awards are, or will be, granted under the Plan or where Participants reside or provide services, as such laws, rules, regulations and requirements shall be in place from time to time.

~~(c)~~

~~“Award” means an Option, SAR, Stock Grant, Restricted Stock Unit or Cash Bonus Award.~~

~~(d)~~

“Award Agreement” means any Stock Option Agreement, SAR Agreement, Stock Grant Agreement, Restricted Stock Unit Agreement or any written document that evidences a Cash Bonus Award granted under the Plan. Award Agreements shall consist of either (1) a written award agreement in a form approved by the Committee and executed by the Company by an officer duly authorized to act on its behalf, or (2) an electronic notice of award grant in a form approved by the Committee and recorded by the Company (or its designee) in an electronic recordkeeping system used for the purpose of tracking award grants under the Plan generally, as the Committee may provide and, in each case and if required by the Committee, executed or otherwise electronically accepted by the recipient of the Award in such form and manner as the Committee may require. The Committee may authorize any officer of the Company (other than the particular Award recipient) to execute any or all Award Agreements on behalf of the Company.

~~Apple Inc. | 2016 Proxy Statement | A-1~~

~~(e)~~

~~“Board” means the Board of Directors of the Company, as constituted from time to time.~~

~~(f)~~

~~“Cash Bonus Award” means an Award granted pursuant to Section 10(b) of the Plan.~~

~~(g)~~

“Cashless Exercise” means, to the extent that a Stock Option Agreement so provides and as permitted by Applicable Laws, one or both of (i) a program approved by the Committee in which payment of the aggregate Exercise Price and/or satisfaction of any applicable tax withholding obligations may be made all or in part by delivery (on a form prescribed by the Committee) of an irrevocable direction to a securities broker to sell Shares subject to an Option and to deliver all or part of the sale proceeds to the Company, or (ii) allowing an Option to be exercised by the Participant irrevocably instructing the Company to withhold a number of Shares subject to the Option having a Fair Market Value on the date of exercise equal to the sum of (x) the product of (A) the Exercise Price multiplied by (B) the number of Shares in respect of which the Option shall have been exercised, plus (y) any applicable tax withholding obligations.

~~(h)~~

~~“Code” means the U.S. Internal Revenue Code of 1986, as amended, and the regulations and interpretations promulgated thereunder.~~

~~(i)~~

~~“Committee” has the meaning given to such term in Section 3.~~

~~(j)~~

~~“Common Stock” means the Company’s common stock.~~

~~(k)~~

~~“Company” means Apple Inc., a California corporation.~~

~~(l)~~

~~“Consultant” means an individual who provides bona fide services to the Company, a Parent or a Subsidiary, other than as an Employee or Director.~~

~~(m)~~

“Covered Employee” means each Participant who the Committee determines is, or may be at the time the Company otherwise could deduct for Federal income tax purposes amounts in respect of an Award, subject to the limitations of Code Section 162(m).

~~(n)~~

~~“Director” means a member of the Board.~~

~~(o)~~

“Disability” means that the Participant is classified as disabled under the long-term disability policy of the Company or, if no such policy applies, the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than 12 months; provided, however, that with respect to an Option intended to qualify as an ISO, “Disability” shall mean a “permanent and total disability” within the meaning of Code Section 22(e)(3).

~~(p)~~

~~“Employee” means any individual who provides services as an employee of the Company, a Parent or a Subsidiary (including any Director that is also an Employee).~~

~~(q)~~

~~“Exchange Act” means the Securities Exchange Act of 1934, as amended.~~

~~(r)~~

“Exercise Price” means, in the case of an Option, the amount for which a Share may be purchased upon exercise of such Option, as specified in the applicable Stock Option Agreement. “Exercise Price,” in the case of a SAR, means an amount, as specified in the applicable SAR Agreement, which is subtracted from the Fair Market Value at the time such SAR is exercised in determining the amount payable upon exercise of such SAR.

~~Apple Inc. | 2016 Proxy Statement | A-2~~

~~(s)~~

“Fair Market Value” means, unless otherwise determined or provided by the Committee in the circumstances, the closing price (in regular trading) for a Share on the NASDAQ Stock Market (the “Market”) for the date in question or, if no sales of Common Stock were reported on the Market on that date, the last price (in regular trading) for a Share on the Market for the next preceding day on which sales of Common Stock were reported on the Market. The Committee may, however, provide with respect to one or more Awards that the Fair Market Value shall equal the last price for a Share on the Market on the last trading day preceding the date in question or the average of the high and low trading prices of a Share on the Market for the date in question or the most recent trading day. If the Common Stock is no longer listed or is no longer actively traded on the Market as of the applicable date, the Fair Market Value of the Common Stock shall be the value as reasonably determined by the Committee for purposes of the Award in the circumstances. The Committee also may adopt a different methodology for determining Fair Market Value with respect to one or more Awards if a different methodology is necessary or advisable to secure any intended favorable tax, legal or other treatment for the particular Award(s) (for example, and without limitation, the Committee may provide that Fair Market Value for purposes of one or more Awards will be based on an average of closing prices (or the average of high and low daily trading prices) for a specified period preceding the relevant date).

~~(t)~~

~~“Fiscal Year” means the Company’s fiscal year.~~

~~(u)~~

~~“Full-Value Awards” means Awards granted under the Plan other than Options and SARs.~~

~~(v)~~

~~“Full-Value Award Ratio” means the share-counting ratio applicable to Full-Value Awards as specified in Section 5(b) of the Plan.~~

~~(w)~~

~~“Grant Date” means the date on which the Committee makes the determination to grant an Award or such later date as the Committee may specify in making such determination.~~

~~(x)~~

~~“Incentive Stock Option” or “ISO” means an incentive stock option described in Code Section 422.~~

~~(y)~~

~~“Non-Employee Director” means a member of the Board who is not an Employee.~~

~~(z)~~

~~“Nonstatutory Stock Option” or “NSO” means a stock option that is not an ISO.~~

~~(aa)~~

~~“Option” means an ISO or NSO granted under the Plan entitling the Participant to purchase Shares upon satisfaction of the conditions contained in the Plan and the applicable Award Agreement.~~

~~(bb)~~

“Parent” means any corporation or other entity that beneficially owns directly or indirectly a majority of the Company’s outstanding voting stock or voting power. An entity that attains the status of a Parent on a date after the adoption of the Plan shall be considered a Parent commencing as of such date.

~~(cc)~~

~~“Participant” means an Employee or Consultant who has been selected by the Committee to receive an Award under the Plan or any individual, estate or other entity that holds an Award.~~

~~(dd)~~

“Performance Goals” means one or more objective measurable performance goals established by the Committee with respect to a Performance Period based upon one or more of the following criteria: (i) operating income; (ii) earnings before interest, taxes, depreciation and amortization; (iii) earnings; (iv) cash flow; (v) market 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

~~Apple Inc. | 2016 Proxy Statement | A-3~~

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 the Company as a whole or against particular entities, segments, operating units or products of the Company and/or (e) on a pre-tax or after tax basis. Awards granted to persons who are not Covered Employees may take into account any other factors deemed appropriate by the Committee.

~~(ee)~~

“Performance Period” means any period not exceeding 120 months as determined by the Committee, in its sole discretion. The Committee may establish different Performance Periods for different Participants, and the Committee may establish concurrent or overlapping Performance Periods.

~~(ff)~~

~~“Plan” means this Apple Inc. 2014 Employee Stock Plan, as it may be amended from time to time.~~

~~(gg)~~

“Re-Price” or “Re-Pricing” means any of the following actions taken by the Committee: (1) lowering or reducing the Exercise Price of an outstanding Option and/or outstanding SAR, (2) cancelling, exchanging or surrendering any outstanding Option and/or outstanding SAR in exchange for cash or another award for the purpose of repricing the award; (3) cancelling, exchanging or surrendering any outstanding Option and/or outstanding SAR in exchange for an Option or SAR with an Exercise Price that is less than the Exercise Price of the original award; and (4) any other action that is treated as a repricing under U.S. generally accepted accounting principles; provided that, in each case, a Re-Pricing (or Re-Price, as the case may be) shall not include (y) any action taken with shareholder approval, and (z) any adjustment of an Option or SAR pursuant to Section 11.

~~(hh)~~

~~“Restricted Stock Unit” means a bookkeeping entry representing the equivalent of one Share awarded under the Plan and represents an unfunded and unsecured obligation of the Company.~~

~~(ii)~~

~~“Restricted Stock Unit Agreement” means the agreement described in Section 9 evidencing a Restricted Stock Unit Award.~~

~~(jj)~~

~~“SAR Agreement” means the agreement described in Section 7 evidencing a Stock Appreciation Right.~~

~~(kk)~~

~~“SEC” means the U.S. Securities and Exchange Commission.~~

~~(ll)~~

~~“Section 16 Persons” means those officers, directors or other persons who are subject to Section 16 of the Exchange Act.~~

~~(mm)~~

~~“Securities Act” means the U.S. Securities Act of 1933, as amended.~~

~~(nn)~~

~~“Share” means one share of Common Stock.~~

~~(oo)~~

~~“Stock Appreciation Right” or “SAR” means a stock appreciation right awarded under the Plan.~~

~~(pp)~~

~~“Stock Grant” means Shares awarded under the Plan pursuant to Section 8.~~

~~Apple Inc. | 2016 Proxy Statement | A-4~~

~~(qq)~~

~~“Stock Grant Agreement” means the agreement described in Section 8 evidencing a Stock Grant.~~

~~(rr)~~

~~“Stock Option Agreement” means the agreement described in Section 6 evidencing an Option.~~

~~(ss)~~

“Subsidiary” means any corporation or other entity a majority of whose outstanding voting stock or voting power is beneficially owned directly or indirectly by the Company. An entity that attains the status of a Subsidiary on a date after the adoption of the Plan shall be considered a Subsidiary commencing as of such date.

~~(tt)~~

“10-Percent Stockholder” means an individual who owns more than 10% of the total combined voting power of all classes of outstanding stock of the Company or of its parent corporation or subsidiary corporation (as defined in Code Sections 424(e) and (f)). In determining stock ownership, the attribution rules of Code Section 424(d) shall be applied.

~~(uu)~~

“Termination of Service” means (i) in the case of an Employee, a cessation of the provision of employment-related services by the Employee for the Company and its Subsidiaries for any reason, including but not by way of limitation, a termination by resignation, discharge, death, disability, or retirement, but excluding any such termination where there is a simultaneous reemployment by the Company or a Subsidiary and excluding any bona fide and Company (or Subsidiary) approved leave of absence; and (ii) in the case of a Consultant, a cessation of the service relationship (as determined by the Committee in its sole discretion) between the Consultant and the Company and its Subsidiaries for any reason, including but not by way of limitation, a termination by resignation, discharge, death or disability, but excluding any such termination where there is a simultaneous re-engagement of the Consultant by the Company or a Subsidiary. For purposes of the Plan and any Award, if an entity ceases to be a Subsidiary of the Company, a Termination of Service shall be deemed to have occurred with respect to each Employee and Consultant in respect of such Subsidiary who does not continue as an Employee or Consultant in respect of the Company or another Subsidiary that continues as such after giving effect to the transaction or other event giving rise to the change in status unless the Subsidiary that is sold, spun-off or otherwise divested (or its successor or a direct or indirect parent of such Subsidiary or successor) assumes the Employee’s or Consultant’s Award(s) in connection with such transaction. Notwithstanding the foregoing provisions of this definition, with respect to any Award that constitutes a “nonqualified deferred compensation plan” within the meaning of Code Section 409A as to which a Termination of Service is or could be an event entitling the Award holder to the delivery of Shares or other payment, a Participant shall not be considered to have experienced a “Termination of Service” unless the Participant has experienced a “separation from service” within the meaning of Code Section 409A (a “Separation from Service”).

~~SECTION 3. ADMINISTRATION.~~

~~(a)~~

Committee Composition. The Board or a Committee appointed by the Board shall administer the Plan. The Committee shall generally have membership composition which enables (i) Awards to Section 16 Persons to qualify as exempt from liability under Section 16(b) of the Exchange Act and (ii) Awards to Covered Employees to qualify as performance-based compensation as provided under Code Section 162(m). However, the Board may also appoint one or more separate Committees, each composed of two or more directors of the Company who need not qualify under~~Rule 16b-3~~ ~~or Code Section 162(m), that may administer the Plan with respect to Participants who are not Section 16 Persons or Covered Employees, respectively, may grant Awards under the Plan to such~~

~~Apple Inc. | 2016 Proxy Statement | A-5~~

Participants and may determine all terms of such Awards. Members of any such Committee shall serve for such period of time as the Board may determine and shall be subject to removal by the Board at any time. The Board may also at any time terminate the functions of any Committee and reassume all powers and authority previously delegated to the Committee.

~~The Board and any Committee appointed to administer the Plan is referred to herein as the “Committee.”~~

~~(b)~~

Authority of the Committee. Subject to the provisions of the Plan, the Committee shall have the full authority, in its sole discretion, to take any actions it deems necessary or advisable for the administration of the Plan. Such actions shall include:

~~(i)~~

~~selecting Participants who are to receive Awards under the Plan;~~

~~(ii)~~

~~determining the Fair Market Value for purposes of any Award;~~

~~(iii)~~

~~determining the type of and number of securities to be subject to each Award, and the Grant Date, vesting requirements and other features and conditions of such Awards;~~

~~(iv)~~

~~approving the forms of Award Agreements to be used under the Plan;~~

~~(v)~~

~~amending any outstanding Awards;~~

~~(vi)~~

accelerating the vesting or extending the post-termination exercise term of Awards at any time and under such terms and conditions as it deems appropriate (including, without limitation, in connection with a termination of employment or services or other events of a personal nature) subject to any required consent under Section 15;

~~(vii)~~

~~construing and interpreting the Plan and any agreements defining the rights and obligations of the Company, its Subsidiaries, and Participants under the Plan;~~

~~(viii)~~

~~correcting any defect, supplying any omission or reconciling any inconsistency in the Plan or any Award Agreement;~~

~~(ix)~~

~~adopting such rules or guidelines as it deems appropriate to implement the Plan;~~

~~(x)~~

~~authorizing any person to execute on behalf of the Company any instrument required to effect the grant of an Award previously authorized by the Committee;~~

~~(xi)~~

adjusting the number of Shares subject to any Award, adjusting the price of any or all outstanding Awards or otherwise changing previously imposed terms and conditions, in such circumstances as the Committee may deem appropriate, in each case subject to Sections 5 and 15, and subject to the no~~Re-Pricing~~ ~~provision below;~~

~~(xii)~~

determining whether, and the extent to which, adjustments are required pursuant to Section 13 hereof and authorizing the termination, conversion, substitution or succession of Awards upon the occurrence of an event of the type described in Section 13;

~~(xiii)~~

~~acquiring or settling (subject to Sections 13 and 15) rights under Awards in cash, stock of equivalent value, or other consideration, subject to the no Re-Pricing provision below;~~

~~Apple Inc. | 2016 Proxy Statement | A-6~~

~~(xiv)~~

~~making all other decisions relating to the operation of the Plan; and~~

~~(xv)~~

adopting such plans or subplans as may be deemed necessary or appropriate to comply with the laws of other countries, allow for tax-preferred treatment of Awards or otherwise provide for the participation by Participants who reside outside of the U.S.

~~In no event shall the Committee Re-Price any Option or SAR.~~

~~The Committee’s determinations under the Plan shall be final and binding on all persons. The Committee’s determinations under the Plan need not be the same for all persons.~~

~~(c)~~

Indemnification. To the maximum extent permitted by applicable laws, each member of the Committee shall be indemnified and held harmless by the Company against and from (i) any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by him or her in connection with or resulting from any claim, action, suit, or proceeding to which he or she may be a party or in which he or she may be involved by reason of any action taken or failure to act under the Plan or any Award Agreement, and (ii) from any and all amounts paid by him or her in settlement thereof, with the Company’s approval, or paid by him or her in satisfaction of any judgment in any such claim, action, suit, or proceeding against him or her, provided he or she shall give the Company an opportunity, at its own expense, to handle and defend the same before he or she undertakes to handle and defend it on his or her own behalf. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled under the Company’s Articles of Incorporation or Bylaws, by contract, as a matter of law, or otherwise, or under any power that the Company may have to indemnify them or hold them harmless.

~~(d)~~

Reliance on Experts. In making any determination or in taking or not taking any action under the Plan, the Committee may obtain and may rely upon the advice of experts, including employees and professional advisors to the Company. No director, officer or agent of the Company or any of its Subsidiaries shall be liable for any such action or determination taken or made or omitted in good faith.

~~SECTION 4. GENERAL.~~

~~(a)~~

~~General Eligibility. Only Employees and Consultants shall be eligible to participate in the Plan. Non-Employee Directors are not eligible for Award grants under the Plan.~~

~~(b)~~

Incentive Stock Options. Only Participants who are Employees of the Company, a “parent corporation” of the Company (within the meaning of Code Section 424(e)) or a “subsidiary corporation” of the Company (within the meaning of Code Section 424(f)) shall be eligible for the grant of ISOs. In addition, a 10-Percent Stockholder shall not be eligible for the grant of an ISO unless the requirements set forth in Code Section 422(c)(5) are satisfied.

~~(c)~~

~~Restrictions on Transfer.~~

~~(i)~~

Unless otherwise expressly provided in (or pursuant to) this Section 4(c) or required by Applicable Law: (A) all Awards are non-transferable and shall not be subject in any manner to sale, transfer, anticipation, alienation, assignment, pledge, encumbrance or charge; (B) Awards that are Options or Stock Appreciation Rights shall be exercised only by the Participant; and (C) amounts payable or Shares issuable pursuant to any Award shall be delivered only to (or for the account of) the Participant.

~~Apple Inc. | 2016 Proxy Statement | A-7~~

~~(ii)~~

The Committee may permit Awards to be exercised by and paid to, or otherwise transferred to, other persons or entities pursuant to such conditions and procedures, including limitations on subsequent transfers, as the Committee may, in its sole discretion, establish in writing. Any permitted transfer shall be subject to compliance with Applicable Laws and shall not be for value (other than nominal consideration, settlement of marital property rights, or for interests in an entity in which more than 50% of the voting interests are held by the Participant or by the Participant’s family members).

~~(iii)~~

~~The exercise and transfer restrictions in Section 4(c) shall not apply to:~~

~~(A)~~

~~transfers to the Company (for example, in connection with the expiration or termination of the Award),~~

~~(B)~~

the designation of a beneficiary to receive benefits in the event of the Participant’s death or, if the Participant has died, transfers to or exercise by the Participant’s beneficiary, or, in the absence of a validly designated beneficiary, transfers by will or the laws of descent and distribution,

~~(C)~~

~~subject to any applicable limitations on ISOs, transfers to a family member (or former family member) pursuant to a domestic relations order if approved or ratified by the Company,~~

~~(D)~~

~~if the Participant has suffered a Disability, permitted transfers or exercises on behalf of the participant by his or her legal representative, or~~

~~(E)~~

the authorization by the Committee of Cashless Exercise procedures with third parties who provide financing for the purpose of (or who otherwise facilitate) the exercise of Awards consistent with Applicable Laws and the express authorization of the Committee.

~~(d)~~

Beneficiaries. If permitted by the Committee in the Award Agreement, a Participant under the Plan may name a beneficiary or beneficiaries to whom any vested but unpaid Award shall be paid in the event of the Participant’s death. Each such designation shall revoke all prior beneficiary designations by the Participant and shall be effective only if given in a form and manner acceptable to the Committee. In the absence of any such designation, any vested benefits remaining unpaid at the Participant’s death shall be paid to the Participant’s estate and, subject to the terms of the Plan and of the applicable Award Agreement, any unexercised vested Award may be exercised by the administrator or executor of the Participant’s estate.

~~(e)~~

No Rights as a Shareholder. A Participant, or a transferee of a Participant, shall have no rights as a shareholder with respect to any Common Stock covered by an Award until such person has satisfied all of the terms and conditions to receive such Common Stock, has satisfied any applicable withholding or tax obligations relating to the Award and the Shares have been issued (as evidenced by an appropriate entry on the books of the Company or a duly authorized transfer agent of the Company).

~~(f)~~

Termination of Service. The Committee shall establish the effect of a Termination of Service on the rights and benefits under each Award under the Plan and in so doing may make distinctions based upon, inter alia, the cause of termination and type of Award.

~~Apple Inc. | 2016 Proxy Statement | A-8~~

~~(g)~~

Consideration. The purchase price for any Award granted under the Plan or the Common Stock to be delivered pursuant to an award, as applicable, may be paid by means of any lawful consideration as determined by the Committee.

~~SECTION 5. SHARES SUBJECT TO PLAN AND SHARE LIMITS.~~

~~(a)~~

Basic Limitation. The stock issuable under the Plan shall be authorized but unissued Shares. The aggregate number of Shares that may be issued pursuant to Awards under the Plan, subject to adjustment pursuant to Section 11, is equal to:

~~(i)~~

~~385,000,000 Shares, plus~~

~~(ii)~~

the number of any Shares that remained available under the 2003 Plan for new award grants on the Approval Date, and determined immediately before giving effect to the termination of the authority to grant new awards under the 2003 Plan in connection with such approval, plus

~~(iii)~~

the number of any Shares subject to stock options granted under the 2003 Plan and outstanding as of the Approval Date which expire, or for any reason are cancelled or terminated, after the Approval Date without being exercised, plus

~~(iv)~~

the number of any Shares subject to restricted stock and restricted stock unit awards granted under the 2003 Plan that were outstanding and unvested on the Approval Date that are forfeited, terminated, cancelled or otherwise reacquired by the Company after the Approval Date without having become vested or that are exchanged by a Participant or withheld by the Company or one of its Subsidiaries after the Approval Date to satisfy the tax withholding obligations related to the award (in each case, with any such Shares increasing the Shares available for issuance under the Plan based on the Full-Value Award Ratio).

provided that in no event shall the Shares available for issuance under the Plan exceed 766,339,189 Shares (which is the sum of (1) the 385,000,000 Shares set forth above, plus (2) the number of Shares available for new award grants under the 2003 Plan on November 11, 2013, plus (3) the aggregate number of Shares subject to stock options previously granted and outstanding under the 2003 Plan as of November 11, 2013, plus (4) two (2) (the Full-Value Award Ratio) times the aggregate number of Shares subject to restricted stock and restricted stock units previously granted and outstanding under the 2003 Plan as of November 11, 2013).

~~(b)~~

Share Count. Shares issued pursuant to Awards under the Plan other than Options or SARs will count against the Shares available for issuance under the Plan as two (2) Shares for every one (1) Share issued in connection with the Award. Shares issued pursuant to the exercise of Options or SARs under the Plan will count against the Shares available for issuance under the Plan as one (1) Share for every one Share to which such exercise relates. For purposes of clarity, the total number of Shares subject to SARs that are exercised and settled in Shares, and the total number of Shares subject to Options that are exercised, shall be counted in full on a one-for-one basis against the number of Shares available for issuance under the Plan, regardless of the number of Shares actually issued upon settlement of the SARs or Options. If Awards are settled in cash, the Shares that would have been delivered had there been no cash settlement shall not be counted against the Shares available for issuance under the Plan. Except as provided in the next sentence, Shares that are subject to Awards that are forfeited, are terminated, fail to vest or for any other reason are not paid or

~~Apple Inc. | 2016 Proxy Statement | A-9~~

delivered, shall again become available for Awards under the Plan; provided that any one (1) Share issued pursuant to a Stock Grant or subject to a Restricted Stock Unit Award (including Shares subject to stock-settled dividend equivalent rights) that is forfeited or terminated shall be credited as two (2) Shares when determining the number of Shares that shall again become available for Awards under the Plan if upon grant, the Shares underlying such forfeited or terminated Awards were counted as two (2) Shares against the Plan reserve. Shares that are exchanged by a Participant or withheld by the Company as full or partial payment in connection with any Option or SAR, as well as any Shares exchanged by a Participant or withheld by the Company or one of its Subsidiaries to satisfy the tax withholding obligations related to any Option or SAR, shall not be available for subsequent Awards under the Plan. Shares that are exchanged by a Participant or withheld by the Company as full or partial payment in connection with any Full-Value Award, as well as any Shares exchanged by a Participant or withheld by the Company or one of its Subsidiaries to satisfy the tax withholding obligations related to any Full-Value Award, shall be available for subsequent Awards under the Plan; provided that any one (1) Share so exchanged or withheld in connection with any Full-Value Award shall be credited as two (2) Shares when determining the number of Shares that shall again become available for Awards under the Plan if upon grant, the Shares underlying the related Full-Value Award were counted as two (2) Shares against the Plan reserve. Refer to Section 15(i) for application of the foregoing share limits with respect to substituted awards.

~~(c)~~

~~Share Limits~~

~~(i)~~

Limits on Options and SARs. No Participant shall receive Options or SARs during any Fiscal Year covering, in the aggregate, in excess of 7,000,000 Shares, subject to adjustment pursuant to Section 11.

~~(ii)~~

Limits on Stock Grants and Restricted Stock Units. No Participant shall receive Stock Grants or Restricted Stock Units during any Fiscal Year covering, in the aggregate, in excess of 7,000,000 Shares (for this purpose, (A) counting such Shares on a 1-for-1 basis and (B) for Stock Grants or Restricted Stock Units as to which the number of Shares earned is dependent on the level of attainment of performance vesting conditions, counting in respect thereof the number of Shares that may be earned at maximum performance), subject to adjustment pursuant to Section 11.

~~(d)~~

Reservation of Shares; No Fractional Shares. The Company shall at all times reserve a number of Shares sufficient to cover the Company’s obligations and contingent obligations to deliver Shares with respect to Awards then outstanding under the Plan (exclusive of (i) any Awards payable in cash and (ii) any dividend equivalent obligations to the extent the Company has the right to settle such rights in cash). No fractional Shares shall be delivered under the Plan. The Committee may pay cash in lieu of any fractional Shares in settlements of Awards under the Plan.

~~SECTION 6. TERMS AND CONDITIONS OF OPTIONS.~~

~~(a)~~

Stock Option Agreement. Each Option granted under the Plan shall be evidenced and governed exclusively by a Stock Option Agreement between the Participant and the Company. Such Option shall be subject to all applicable terms and conditions of the Plan and may be subject to any other terms and conditions that are not inconsistent with the Plan and that the Committee deems appropriate for inclusion in a Stock Option Agreement. Dividend equivalent rights shall not be awarded on Options. The provisions of the various Stock Option Agreements entered into under the

~~Apple Inc. | 2016 Proxy Statement | A-10~~

~~Plan need not be identical. The Stock Option Agreement shall specify whether the Option is an ISO or an NSO.~~

~~(b)~~

~~Number of Shares. Each Stock Option Agreement shall specify the number of Shares that are subject to the Option, which number is subject to adjustment in accordance with Section 11.~~

~~(c)~~

Exercise Price. Each Stock Option Agreement shall specify the Option’s Exercise Price which shall be established by the Committee and is subject to adjustment in accordance with Section 11. The Exercise Price of an Option shall not be less than 100% of the Fair Market Value (110% for an ISO granted to a 10-Percent Stockholder) on the Grant Date.

~~(d)~~

Exercisability and Term. Each Stock Option Agreement shall specify the date when all or any installment of the Option is to become exercisable and/or any performance conditions or Performance Goals pursuant to Section 10 that must be satisfied before the Option may be exercised. The Stock Option Agreement shall also specify the maximum term of the Option; provided that the maximum term of an Option shall in no event exceed seven (7) years from the Grant Date. A Stock Option Agreement may provide for accelerated vesting in the event of the Participant’s death, Disability, retirement or other circumstances that the Committee may determine to be appropriate and may provide for tolling of vesting in the event of a Participant’s leave of absence. Notwithstanding any other provision of the Plan or the Stock Option Agreement, no Option can be exercised after the expiration date provided in the applicable Stock Option Agreement.

~~(e)~~

Method of Exercise. An Option may be exercised, in whole or in part, by giving written notice of exercise to the Company or the Company’s designee (or, subject to Applicable Laws and if the Company permits, by electronic or voice methods) of the number of Shares to be purchased. Such notice shall be accompanied by payment in full of the aggregate Exercise Price, plus any required withholdings (unless satisfactory arrangements have been made to satisfy such withholdings). The Company reserves the right to delay issuance of the Shares until such payment obligations are fully satisfied.

~~(f)~~

~~Payment for Option Shares. The Exercise Price of an Option shall be paid in cash at the time of exercise, except as follows and if so provided for in the applicable Stock Option Agreement:~~

~~(i)~~

~~Cashless Exercise. Payment of all or a part of the Exercise Price may be made through Cashless Exercise.~~

~~(ii)~~

~~Other Forms of Payment. Payment may be made in any other form that is consistent with Applicable Laws, regulations and rules and approved by the Committee.~~

In the case of an ISO granted under the Plan, except to the extent permitted by Applicable Laws, payment shall be made only pursuant to the express provisions of the applicable Stock Option Agreement. In the case of an NSO granted under the Plan, the Committee may, in its discretion at any time, accept payment in any form(s) described in this Section 6(f).

~~SECTION 7. TERMS AND CONDITIONS OF STOCK APPRECIATION RIGHTS.~~

~~(a)~~

SAR Agreement. Each SAR granted under the Plan shall be evidenced by a SAR Agreement between the Participant and the Company. Such SAR shall be subject to all applicable terms of the Plan and may be subject to any other terms that are not inconsistent with the Plan. A SAR

~~Apple Inc. | 2016 Proxy Statement | A-11~~

Agreement may provide for a maximum limit on the amount of any payout notwithstanding the Fair Market Value on the date of exercise of the SAR. Dividend equivalent rights shall not be awarded on SARs. The provisions of the various SAR Agreements entered into under the Plan need not be identical.

~~(b)~~

~~Number of Shares. Each SAR Agreement shall specify the number of Shares to which the SAR pertains, which number is subject to adjustment in accordance with Section 11.~~

~~(c)~~

Exercise Price. Each SAR Agreement shall specify the Exercise Price, which is subject to adjustment in accordance with Section 11. A SAR Agreement may specify an Exercise Price that varies in accordance with a predetermined formula while the SAR is outstanding, provided that in all cases and at all times the Exercise Price of a SAR shall not be less than 100% of the Fair Market Value on the Grant Date.

~~(d)~~

Exercisability and Term. Each SAR Agreement shall specify the date when all or any installment of the SAR is to become exercisable and/or any performance conditions or Performance Goals pursuant to Section 10 that must be satisfied before the SAR is exercised. The SAR Agreement shall also specify the maximum term of the SAR which shall not exceed seven (7) years from the Grant Date. A SAR Agreement may provide for accelerated vesting in the event of the Participant’s death, Disability, retirement or other circumstances the Committee may determine to be appropriate and may provide for tolling of vesting in the event of a Participant’s leave of absence. SARs may be awarded in combination with Options or Stock Grants, and such an Award shall provide that the SARs will not be exercisable unless the related Options or Stock Grants are forfeited. A SAR may be included in an ISO only at the time of grant but may be included in an NSO at the time of grant or at any subsequent time. Notwithstanding any other provision of the Plan or the SAR Agreement, no SAR can be exercised after the expiration date provided in the applicable SAR Agreement.

~~(e)~~

Exercise of SARs. Upon exercise of a SAR, the Participant (or any person having the right to exercise the SAR after Participant’s death) shall receive from the Company (i) Shares, (ii) cash or (iii) any combination of Shares and cash, as the Committee shall determine at the time of grant of the SAR, in its sole discretion. The amount of cash and/or the Fair Market Value of Shares received upon exercise of SARs shall, in the aggregate, be equal to the amount by which the aggregate Fair Market Value (on the date of exercise) of the Shares subject to the exercised SARs exceeds the aggregate Exercise Price of the exercised SARs.

~~SECTION 8. TERMS AND CONDITIONS FOR STOCK GRANTS.~~

~~(a)~~

~~Time, Amount and Form of Awards. Awards under this Section 8 may be granted in the form of a Stock Grant.~~

~~(b)~~

Stock Grant Agreement. Each Stock Grant awarded under the Plan shall be evidenced and governed exclusively by a Stock Grant Agreement between the Participant and the Company. Each Stock Grant shall be subject to all applicable terms and conditions of the Plan and may be subject to any other terms and conditions that are not inconsistent with the Plan that the Committee deems appropriate for inclusion in the applicable Stock Grant Agreement. The provisions of the Stock Grant Agreements entered into under the Plan need not be identical.

~~(c)~~

~~Number of Shares. Each Stock Grant Agreement shall specify the number of Shares to which the Stock Grant pertains, which number is subject to adjustment in accordance with Section 11.~~

~~Apple Inc. | 2016 Proxy Statement | A-12~~

~~(d)~~

Vesting Conditions. The Committee shall determine the vesting schedule of each Stock Grant. Vesting shall occur, in full or in installments, upon satisfaction of the conditions specified in the Stock Grant Agreement, which may include performance conditions or Performance Goals pursuant to Section 10.

~~(e)~~

Voting and Dividend Rights. The holder of a Stock Grant awarded under the Plan shall have the same voting, dividend and other rights as the Company’s other shareholders, except as otherwise stated in the Stock Grant Agreement; provided, however, that any dividends as to the portion of a Stock Grant that is subject to performance-based vesting requirements will be subject to forfeiture and termination (or repayment, as applicable) to the same extent as the corresponding portion of the Stock Grant to which such dividends relate. A Stock Grant Agreement may require that the holder of such Stock Grant invest any cash dividends received in additional Shares subject to the Stock Grant. Such additional Shares and any Shares received as a dividend pursuant to the Stock Grant shall be subject to the same conditions and restrictions as the Stock Grant with respect to which the dividends were paid.

~~SECTION 9. TERMS AND CONDITIONS OF RESTRICTED STOCK UNITS.~~

~~(a)~~

Restricted Stock Unit Agreement. Each Restricted Stock Unit granted under the Plan shall be evidenced by a Restricted Stock Unit Agreement between the Participant and the Company. Such Restricted Stock Unit shall be subject to all applicable terms of the Plan and may be subject to any other terms that are not inconsistent with the Plan. The provisions of the various Restricted Stock Unit Agreements entered into under the Plan need not be identical.

~~(b)~~

Number of Shares. Each Restricted Stock Unit Agreement shall specify the number of Restricted Stock Units to which the Restricted Stock Unit Award pertains, which number is subject to adjustment in accordance with Section 11.

~~(c)~~

Vesting Conditions. The Committee shall determine the vesting schedule of each Restricted Stock Unit Award. Vesting shall occur, in full or in installments, upon satisfaction of the conditions specified in the Restricted Stock Unit Agreement, which may include performance conditions or Performance Goals pursuant to Section 10.

~~(d)~~

Form and Time of Settlement of Restricted Stock Units. Settlement of vested Restricted Stock Units may be made in the form of (i) cash, (ii) Shares or (iii) any combination of both, as determined by the Committee at the time of the grant of the Restricted Stock Units, in its sole discretion. Vested Restricted Stock Units may be settled in a lump sum or in installments as determined by the Committee and provided in the Restricted Stock Unit Agreement. The distribution may occur or commence when the vesting conditions applicable to the Restricted Stock Units have been satisfied or have lapsed, or, if the Committee so provides in the Restricted Stock Unit Agreement, it may be deferred, in accordance with Applicable Laws, to any later date. The amount of a deferred distribution may be increased by an interest factor or by dividend equivalents, as determined by the Committee and provided in the Restricted Stock Unit Agreement.

~~(e)~~

Voting and Dividend Rights. The holders of Restricted Stock Units shall have no voting rights. Prior to settlement or forfeiture, any Restricted Stock Unit awarded under the Plan may, at the Committee’s discretion, carry with it a right to dividend equivalents. Such right entitles the holder to be credited with an amount equal to all cash dividends paid on one Share while the Restricted Stock Unit is

~~Apple Inc. | 2016 Proxy Statement | A-13~~

outstanding. Dividend equivalents may be converted into additional Restricted Stock Units and may (and will, to the extent required below) be made subject to the same conditions and restrictions as the Restricted Stock Units to which they attach. Settlement of dividend equivalents may be made in the form of cash, in the form of Shares, or in a combination of both. Dividend equivalents as to Restricted Stock Units that are subject to performance-based vesting requirements will be subject to forfeiture and termination to the same extent as the corresponding Restricted Stock Units to which the dividend equivalents relate.

~~(f)~~

Creditors’ Rights. A holder of Restricted Stock Units shall have no rights other than those of a general creditor of the Company. Restricted Stock Units represent an unfunded and unsecured obligation of the Company, subject to the terms and conditions of the applicable Restricted Stock Unit Agreement.

~~SECTION 10. PERFORMANCE-BASED AWARDS; CASH BONUS AWARDS.~~

~~(a)~~

General. The Committee may, in its discretion, include performance conditions in an Award. If performance conditions are included in Awards to Covered Employees and such Awards are intended to qualify as “performance-based compensation” under Code Section 162(m), then such Awards will be subject to the achievement of Performance Goals with respect to a Performance Period established by the Committee. Such Awards shall be granted and administered pursuant to the requirements of Code Section 162(m), unless the Committee subsequently determines that such Awards are not, or are no longer, intended to qualify as “performance-based compensation” under Code Section 162(m). The Committee may provide at the time it establishes the applicable Performance Goals, or at a later time which is within the period during which Performance Goals in respect of the applicable Award may be established consistent with the Award qualifying as “performance-based compensation” under Code Section 162(m), for the Performance Goals (or performance against the Performance Goals, as the case may be) to be adjusted to mitigate the unbudgeted impact of material, unusual or nonrecurring gains and losses, accounting changes or other events specified by the Committee. Before any Shares underlying an Award or any Award payments are released to a Covered Employee with respect to a Performance Period, the Committee shall certify in writing that the Performance Goals for such Performance Period have been satisfied. Awards with performance conditions that are granted to Participants who are not Covered Employees need not comply with the requirements of Code Section 162(m).

~~(b)~~

Cash Bonus Awards. The Committee may, in its discretion, grant Cash Bonus Awards under the Plan to one or more Employees of the Company or any of its Subsidiaries. Cash Bonus Awards may be subject to performance conditions as described in Section 10(a). To the extent Cash Bonus Awards are granted to Covered Employees and intended to qualify as “performance-based compensation” under Code Section 162(m), such Cash Bonus Awards shall be subject to the requirements of Code Section 162(m), including without limitation, the establishment of Performance Goals and certification of performance by the Committee as set forth above, unless the Committee subsequently determines that such Cash Bonus Awards are not, or are no longer, intended to qualify as “performance-based compensation” under Code Section 162(m). In addition, the aggregate amount of compensation to be paid to any one Participant in any one Fiscal Year in respect of all Cash Bonus Awards granted pursuant to this Section 10(b) shall not exceed $30,000,000. For purposes of clarity of the preceding sentence, “Cash Bonus Awards granted pursuant to this Section 10(b)” shall not include (i) Restricted Stock Unit awards settled in cash based on the fair

~~Apple Inc. | 2016 Proxy Statement | A-14~~

market value of the Shares subject thereto, which Awards are subject to the limit set forth in Section 5(c)(ii), (ii) cash-settled SARs, which are subject to the limit set forth in Section 5.2(c)(i), and (iii) discretionary cash incentive payments awarded by the Board or the Committee outside of the Plan.

~~(c)~~

Expiration of Grant Authority. As required pursuant to Code Section 162(m) and the regulations promulgated thereunder, the Committee’s authority to grant new Awards that are intended to qualify as “performance-based compensation” within the meaning of Section 162(m) of the Code (other than Options and SARs) shall terminate upon the first meeting of the Company’s shareholders that occurs in 2021, subject to extension upon shareholder re-approval of the “material terms of the performance goal” under the Plan, as described in the regulations promulgated under Code Section 162(m).

~~SECTION 11. PROTECTION AGAINST DILUTION.~~

~~(a)~~

Adjustments. Subject to Section 12, upon (or, as may be necessary to effect the adjustment, immediately prior to): any reclassification, recapitalization, stock split (including a stock split in the form of a stock dividend) or reverse stock split; any merger, combination, consolidation, or other reorganization; any spin-off, split-up, or extraordinary dividend distribution in respect of the Common Stock; or any exchange of Common Stock or other securities of the Company, or any similar, unusual or extraordinary corporate transaction in respect of the Common Stock, then the Committee shall equitably and proportionately adjust (1) the number and type of Shares (or other securities) that thereafter may be made the subject of Awards (including the specific Share limits, maximums and numbers of Shares set forth elsewhere in the Plan), (2) the number, amount and type of Shares (or other securities or property) subject to any outstanding Awards, (3) the grant, purchase, or Exercise Price of any outstanding Awards, and/or (4) the securities, cash or other property deliverable upon exercise or payment of any outstanding Awards, in each case to the extent necessary to preserve (but not increase) the level of incentives intended by the Plan and the then-outstanding Awards.

Unless otherwise expressly provided in the applicable Award Agreement, upon (or, as may be necessary to effect the adjustment, immediately prior to) any event or transaction described in the preceding paragraph or a sale of all or substantially all of the business or assets of the Company as an entirety, the Company shall equitably and proportionately adjust the Performance Goals applicable to any then-outstanding performance-based Awards to the extent necessary to preserve (but not increase) the level of incentives intended by the Plan and the then-outstanding performance-based Awards.

It is intended that, unless otherwise determined by the Committee, any adjustments contemplated by the preceding two paragraphs be made in a manner that satisfies applicable legal, tax (including, without limitation and as applicable in the circumstances, Code Sections 424 409A and 162(m)) and accounting (so as to not trigger any charge to earnings with respect to such adjustment) requirements.

Without limiting the generality of Section 3, any good faith determination by the Committee as to whether an adjustment is required in the circumstances pursuant to this Section 11(a), and the extent and nature of any such adjustment, shall be conclusive and binding on all persons.

~~Apple Inc. | 2016 Proxy Statement | A-15~~

~~(b)~~

Participant Rights. Except as provided in this Section 11, a Participant shall have no rights by reason of any issue by the Company of stock of any class or securities convertible into stock of any class, any subdivision or consolidation of shares of stock of any class, the payment of any stock dividend or any other increase or decrease in the number of shares of stock of any class. If by reason of an adjustment pursuant to this Section 11 a Participant’s Award covers additional or different shares of stock or securities, then such additional or different shares and the Award in respect thereof shall be subject to all of the terms, conditions and restrictions which were applicable to the Award and the Shares subject to the Award prior to such adjustment, unless otherwise determined in the sole discretion of the Committee.

~~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.~~

~~(a)~~

Participant Rights. A Participant’s rights, if any, in respect of or in connection with any Award are derived solely from the discretionary decision of the Company to permit the individual to participate in the Plan and to benefit from a discretionary Award. By accepting an Award under the Plan, a Participant expressly acknowledges that there is no obligation on the part of the Company to continue the Plan and/or grant any additional Awards. Any Award granted hereunder is not intended to be compensation of a continuing or recurring nature, or part of a Participant’s normal or expected compensation, and in no way represents any portion of a Participant’s salary, compensation, or other remuneration for purposes of pension benefits, severance, redundancy, resignation or any other purpose.

Neither the Plan nor any Award granted under the Plan shall be deemed to give any individual a right to remain an Employee, Consultant or director of the Company, a Parent, or any Subsidiary. The Company and its Parent and Subsidiaries reserve the right to terminate the service of any person at any time, and for any reason, subject to applicable laws, the Company’s Articles of Incorporation and Bylaws and any applicable written employment agreement (if any), and such terminated person shall be deemed irrevocably to have waived any claim to damages or specific performance for breach of contract or dismissal, compensation for loss of office, tort or otherwise with respect to the Plan or any outstanding Award that is forfeited and/or is terminated by its terms or to any future Award.

~~(b)~~

Shareholders’ Rights. Except as provided in Section 8(e), a Participant shall have no dividend rights, voting rights or other rights as a shareholder with respect to any Shares covered by his or her Award prior to the issuance of such Shares (as evidenced by an appropriate entry on the books of the Company or a duly authorized transfer agent of the Company). No adjustment shall be made for cash dividends or other rights for which the record date is prior to the date when such Shares are issued, except as expressly provided in Sections 8(e), 9(e) and 11.

~~(c)~~

Regulatory Requirements. Any other provision of the Plan notwithstanding, the obligation of the Company to issue Shares or other securities under the Plan shall be subject to all Applicable Laws and such approval by any regulatory body as may be required. The Company reserves the right to restrict, in whole or in part, the delivery of Shares or other securities pursuant to any Award prior to the satisfaction of all legal requirements relating to the issuance of such Shares or other securities, to their registration, qualification or listing or to an exemption from registration, qualification or listing. The person acquiring any securities under the Plan will, if requested by the Company or one of its Subsidiaries, provide such assurances and representations to the Company or one of its Subsidiaries as the Committee may deem necessary or desirable to assure compliance with all applicable legal, tax, and accounting requirements.

~~SECTION 14. WITHHOLDING TAXES; SECTION 409A.~~

~~(a)~~

General. A Participant shall make arrangements satisfactory to the Company for the satisfaction of any withholding tax obligations that arise in connection with his or her Award. The Company shall have the right to deduct from any amount payable under the Plan, including delivery of Shares to be made pursuant to an Award granted under the Plan, all federal, state, city, local or foreign taxes of any kind required by law to be withheld with respect to such payment and the Company may take any such actions as may be necessary in the opinion of the Company to satisfy all obligations for the

~~Apple Inc. | 2016 Proxy Statement | A-17~~

~~payment of such taxes. The Company shall not be required to issue any Shares or make any cash payment under the Plan until such obligations are satisfied.~~

~~(b)~~

Share Withholding. The Committee may (i) permit or require a Participant to satisfy all or part of his or her withholding or income tax obligations by having the Company withhold all or a portion of any Shares that otherwise would be issued to him or her, or (ii) permit a Participant to satisfy such obligations by Cashless Exercise or by surrendering all or a portion of any Shares that he or she previously acquired; provided that Shares withheld or previously owned Shares that are tendered shall not exceed the amount necessary to satisfy the Company’s tax withholding obligations at the minimum statutory withholding rates, including, but not limited to, U.S. federal and state income taxes, payroll taxes and foreign taxes, if applicable, unless the previously owned Shares have been held for a minimum duration (if any) determined satisfactory as established by the Committee in its sole and absolute discretion. Any payment of taxes by assigning Shares to the Company may be subject to restrictions, including, but not limited to, any restrictions required by rules of the SEC. If any Shares are used to satisfy withholding taxes, such Shares shall be valued based on the Fair Market Value thereof on the date when the withholding for taxes is required to be made.

~~(c)~~

Section 409A. This Plan is intended to comply with the requirements of Code Section 409A or an exemption or exclusion therefrom and, with respect to amounts that are subject to Code Section 409A, it is intended that this Plan be administered in all respects in accordance with Code Section 409A. Each payment under any Award that constitutes nonqualified deferred compensation subject to Code Section 409A shall be treated as a separate payment for purposes of Code Section 409A. In no event may a Participant, directly or indirectly, designate the calendar year of any payment to be made under any Award that constitutes nonqualified deferred compensation subject to Code Section 409A. Notwithstanding any other provision of this Plan or any Award Agreement to the contrary, if a Participant is a “specified employee” within the meaning of Code Section 409A (as determined in accordance with the methodology established by the Company), amounts in respect of an Award that constitute “nonqualified deferred compensation” within the meaning of Code Section 409A that would otherwise be payable by reason of a Participant’s Separation from Service during the six-month period immediately following such Separation from Service shall instead be paid or provided on the first business day following the date that is six months following the Participant’s Separation from Service. If the Participant dies following the Separation from Service and prior to the payment of any amounts delayed on account of Code Section 409A, such amounts shall be paid to the personal representative of the Participant’s estate within 30 days following the date of the Participant’s death.

~~SECTION 15. DURATION AND AMENDMENTS; MISCELLANEOUS.~~

~~(a)~~

Term of the Plan. The Board adopted this Plan on November 19, 2013 (the “Effective Date”). The Plan shall terminate on the day before the tenth anniversary of the Effective Date and may be terminated on any earlier date pursuant to this Section 15.

~~(b)~~

Amendment or Termination of the Plan. The Board may, at any time, terminate or, from time to time, amend, modify or suspend the Plan, in whole or in part. No awards may be granted during any period that the Board suspends the Plan. To the extent then required by Applicable Laws or required under Code Sections 162, 422 or 424 to preserve the intended tax consequences of the Plan, or deemed necessary or advisable by the Board, any amendment to the Plan shall be subject to shareholder approval.

~~Apple Inc. | 2016 Proxy Statement | A-18~~

~~(c)~~

Amendments to Awards. Without limiting any other express authority of the Committee under (but subject to) the express limits of the Plan, the Committee by agreement or resolution may waive conditions of or limitations on Awards to Participants that the Committee in the prior exercise of its discretion has imposed, without the consent of a Participant, and (subject to the requirements of Sections 3 and 15(d)) may make other changes to the terms and conditions of Awards. No amendment of an Award, however, shall constitute a Re-Pricing without shareholder approval or otherwise authorize any action that may only be taken at law or under the rules of the principal exchange upon which the Shares are listed to trade with the consent or approval of shareholders without obtaining or conditioning such action on the receipt of such consent or approval.

~~(d)~~

Limitations on Amendments to Plan and Awards. No amendment, suspension or termination of the Plan or amendment of any outstanding Award Agreement shall, without written consent of the Participant, affect in any manner materially adverse to the Participant any rights or benefits of the Participant or obligations of the Company under any Award granted under the Plan prior to the effective date of such change. Changes, settlements and other actions contemplated by Section 11 shall not be deemed to constitute changes or amendments for purposes of this Section 15.

~~(e)~~

~~Governing Law. The Plan shall be governed by, and construed in accordance with the laws of the State of California (except its choice-of-law provisions) and applicable U.S. Federal Laws.~~

~~(f)~~

~~Severability. If a court of competent jurisdiction holds any provision invalid and unenforceable, the remaining provisions of the Plan shall continue in effect.~~

~~(g)~~

Section Headings. Captions and headings are given to the sections and subsections of the Plan solely as a convenience to facilitate reference. Such headings shall not be deemed in any way material or relevant to the construction or interpretation of the Plan or any provision thereof.

~~(h)~~

No Corporate Action Restriction. The existence of the Plan, the Award Agreements and the Awards granted hereunder shall not limit, affect or restrict in any way the right or power of the Board or the shareholders of the Company to make or authorize: (i) any adjustment, recapitalization, reorganization or other change in the capital structure or business of the Company or any Subsidiary, (ii) any merger, amalgamation, consolidation or change in the ownership of the Company or any Subsidiary, (iii) any issue of bonds, debentures, capital, preferred or prior preference stock ahead of or affecting the capital stock (or the rights thereof) of the Company or any Subsidiary, (iv) any dissolution or liquidation of the Company or any Subsidiary, (v) any sale or transfer of all or any part of the assets or business of the Company or any Subsidiary, (vi) the payment at the discretion of the Board or the Committee of any type or form of compensation that may be made at law and without contravention of any requirement of the principal exchange upon which the Shares are traded; or (vii) any other corporate act or proceeding by the Company or any Subsidiary. No Participant, beneficiary or any other person shall have any claim under any Award or Award Agreement against any member of the Board or the Committee, or the Company or any Employees, officers or agents of the Company or any Subsidiary, as a result of any such action.

~~(i)~~

Stock-Based Awards in Substitution for Stock Options or Awards Granted by Other Company. Awards may be granted under the Plan in substitution for or in connection with an assumption of employee, director and/or consultant stock options, stock appreciation rights, restricted stock or other stock-based awards granted by other entities to persons who are or who will become Employees or Consultants in respect of the Company or one of its Subsidiaries in connection with a

~~Apple Inc. | 2016 Proxy Statement | A-19~~

distribution, merger or other reorganization by or with the granting entity or an affiliated entity, or the acquisition by the Company or one of its Subsidiaries, directly or indirectly, of all or a substantial part of the stock or assets of the granting entity. The Awards so granted may reflect the original terms of the related award being assumed or substituted for and need not comply with other specific terms of the Plan, with Common Stock substituted for the securities covered by the original award and with the number of Shares subject to such awards, as well as any exercise or purchase prices applicable to such awards, adjusted to account for differences in stock prices in connection with the transaction. Any shares that are delivered and any Awards that are granted by, or become obligations of, the Company, as a result of any such assumption or substitution in connection with any such transaction shall not be counted against the Share limit or other limits on the number of Shares available for issuance under the Plan, unless determined otherwise by the Company.

~~(j)~~

An Award granted under the Plan will be subject to any provisions of Applicable Laws providing for the recoupment or clawback of incentive compensation; the terms of any Company 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.

~~Apple Inc. | 2016 Proxy Statement | A-20~~

~~DIRECTIONS TO THE 2016 ANNUAL MEETING OF SHAREHOLDERS~~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 3 for meeting~~
~~registration~~Town Hall (Building 4)

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, 2015~~24, 2016 in lieu of producing a glossy annual report.

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Apple Inc.
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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
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Apple Inc. Annual Shareholder Meeting Proxy Card
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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. ~~Election~~The 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 as
~~3. An advisory resolution to approve executive compensation~~ Apple’s independent registered public accounting firm for ~~2016~~2017
For Against Abstain
3. Advisory vote to approve executive compensation
1 Year 2 Years 3 Years Abstain
4. ~~Approval~~Advisory 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.
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MR A SAMPLE (THIS AREA IS SET UP TO ACCOMMODATE
140 CHARACTERS) MR A SAMPLE AND MR A SAMPLE AND
MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND ~~MR A SAMPLE AND MR A SAMPLE AND 1 UP X 2575841~~
MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND ~~028HFB~~

LOGO

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 ~~2016~~2017 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 3~~Town Hall (Building 4) for meeting registration
Attendance at the ~~2016~~2017 Annual Meeting of Shareholders is limited to shareholders. Admission to the meeting will be on a first-come, ~~first-served~~first- 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 ~~2016~~2017 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 ~~2016~~2017 Annual Meeting of Shareholders and Proxy Statement with respect to the ~~2016~~2017 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, 2016~~28, 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, ~~AND~~1 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~~

~~Re:~~

~~Apple Inc.~~
~~Commission File No. 001-36743~~
~~Preliminary Proxy Statement~~

~~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~~

~~Apple~~

~~1 Infinite Loop~~

~~Cupertino, CA 95014~~

~~T 408 996-1010~~

~~F 408 996-0275~~

~~www.apple.com~~


		Preliminary Proxy Statement
		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
x		Definitive Proxy Statement
		Definitive Additional Materials
		Soliciting Material under §240.14a-12


x		No fee required.

		Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

		(1) Title of each class of securities to which transaction applies:
		(2) Aggregate number of securities to which transaction applies:
		(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
		(4) Proposed maximum aggregate value of transaction:
		(5) Total fee paid:

		Fee paid previously with preliminary materials.

		Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

		(1) Amount Previously Paid:
		(2) Form, Schedule or Registration Statement No.:
		(3) Filing Party:
		(4) Date Filed:



~~NOTICE OF 2016 ANNUAL MEETING OF SHAREHOLDERS~~
	Notice of 2017 Annual Meeting of Shareholders

	1 Infinite Loop ~~Building 4 (Town Hall)~~Town Hall (Building 4) Cupertino, California 95014	February ~~26, 2016~~28, 2017 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.


		~~NET SALES~~Proposal ~~$233.7B~~ ~~+28% vs. 2014~~	Recommendation of the Board
	1.	Election of Directors	FOR each of the nominees

~~OPERATING INCOME~~ ~~$71.2B~~2. ~~+36% vs. 2014~~	Ratification of Appointment of Independent Registered Public Accounting Firm	FOR
	3.	Say-on-Pay Advisory Vote to Approve Executive Compensation	FOR
	~~EARNINGS PER~~ ~~DILUTED SHARE~~4. ~~$9.22~~ ~~+43% vs. 2014~~	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


Base Salary		• ~~Named~~ The annual base salary for our CEO was $3 million, and the annual base salary for each of our other named executive ~~officer base salaries remained the same in 2015~~officers was $1 million.

Annual Cash Incentive		• ~~Apple’s record-breaking~~ The cash incentive program for our named executive officers measured net sales and operating income results ~~exceeded the~~against threshold, target, and maximum performance ~~goals; as a result, each named executive officer received the maximum payout~~goals.

Long-Term Equity Incentives		• ~~Equity~~ The equity awards granted ~~in 2015~~to our named executive officers contain a substantial performance component based on ~~relative~~Apple’s total shareholder return ~~compared~~relative to the other companies in the S&P 500 ~~companies~~over a three-year performance period.


Proxy Statement Summary			1
Frequently Asked Questions			6
Directors, Corporate Governance, and Executive Officers			13
	Directors		13
		Biographical Information for Our Director Nominees	14
	Corporate Governance		19
		Role of the Board of Directors	19
		Board Leadership Structure	19
		Board Committees	19
		Board Oversight of Risk Management	20
		Audit Committee Financial Experts	21
		Code of Ethics	21
		Review, Approval, or Ratification of Transactions with Related Persons	21
		Transactions with Related Persons	22
		Attendance of Directors at Annual Meetings of Shareholders	22
		Compensation Committee Interlocks and Insider Participation	22
		Communications with the Board	23
	Compensation of Directors		24
		Director Compensation—2016	25
	Executive Officers		26
Executive Compensation			28
	Compensation Discussion and Analysis		28
	Executive Compensation Tables		39
		Summary Compensation Table—2016, 2015, and 2014	39
		Grants of Plan-Based Awards—2016	41
		Outstanding Equity Awards at 2016 Year-End	43
		Stock Vested—2016	45
		Potential Payments Upon Termination or Change in Control	46
Proposals			48
	Overview of Proposals		48
	Proposal No. 1—Election of Directors		49
	Proposal No. 2—Ratification of Appointment of Independent Registered Public Accounting Firm		50
	Proposal No. 3—Advisory Vote to Approve Executive Compensation		52
	Proposal No. 4—Advisory Vote on Frequency of Say-on-Pay Votes		53
	Proposal No. 5—Shareholder Proposal		54
	Proposal No. 6—Shareholder Proposal		56
	Proposal No. 7—Shareholder Proposal		59
	Proposal No. 8—Shareholder Proposal		62
	Proposal No. 9—Shareholder Proposal		64
	Other Matters		66
Audit and Finance Committee Report			67
Security Ownership of Certain Beneficial Owners and Management			68
Equity Compensation Plan Information			71
Directions to the 2017 Annual Meeting of Shareholders



Net Sales $215.6B	Operating Income ~~Environment~~ ~~apple.com/environment~~$60.0B ~~• Apple powers 100% of our U.S. operations and 87% of our global operations, including all our data centers, with renewable energy such as solar, wind and small-scale hydro~~ ~~• Apple is partnering with The Conservation Fund and World Wildlife Fund to create and protect sustainably-managed forests~~ ~~• Apple designed iPhone 6s, iPhone 6s Plus, iPad Pro and the new MacBook to be free of beryllium~~	~~Privacy and Security~~ ~~apple.com/privacy~~ ~~• Apple builds privacy and security enhancements, like strong encryption, into our products and services~~ ~~• Apple actively engages with policymakers and governments to allow for more accurate and complete disclosures to consumers~~ ~~• Apple publishes transparency reports about government information requests~~

	~~Supplier Responsibility~~ ~~apple.com/supplier-responsibility~~ ~~• Apple conducted 633 supply chain audits on labor and human rights, health and safety, and environment in 2014, covering over 1.5 million workers in 19 countries~~ ~~• Apple has trained more than 8 million workers on their rights since 2007~~ ~~• Apple has worked with our suppliers to save an estimated 3.8 billion gallons of freshwater since launching our Clean Water Program~~	~~Inclusion and Diversity~~ ~~apple.com/diversity~~ ~~• Apple is committed to advancing inclusion and diversity among our workforce, customers, developers, and suppliers~~ ~~• Apple’s spending with women- and minority-owned businesses exceeded $929 million in 2015~~ ~~• Apple is investing in the next generation of talent through new strategic partnerships, including with the National Center for Women & IT and the Thurgood Marshall College Fund~~

	~~Education~~ ~~apple.com/education~~ ~~• Apple’s ConnectED program is bringing our technology, experience and support to 114 underserved schools across the U.S.~~ ~~• Apple collaborates with over 2,000 Apple Distinguished Educators to bring their innovative ideas to students and other educators around the world~~	~~Accessibility~~ ~~apple.com/accessibility~~ ~~• Apple makes accessibility features standard in our products, transforming Apple devices, like iPhone and Apple Watch, into affordable assistive devices~~ ~~• Apple received the 2015 Helen Keller Achievement Award from the American Foundation for the Blind for breakthroughs in accessible technology~~


	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	–	–


~~Proposal~~		~~Recommendation~~ ~~of the Board~~
1.	~~Election of directors~~•	~~FOR each~~A majority voting standard for uncontested elections of ~~the nominees~~directors;
2.

~~Ratification of auditors~~	•		~~FOR~~One or more holders entitled to cast at least 10% of votes are permitted to call a special meeting of shareholders;
3.

~~Advisory vote to approve executive compensation~~	•		~~FOR~~Adoption of proxy access in 2015, and recently adopted enhancements to our proxy access bylaws to make it easier for shareholders to nominate director candidates;
4.

~~Approval of the amended and restated Apple Inc. 2014 Employee Stock Plan~~	•		~~FOR~~Changes to the performance-based component of the long-term equity incentives under our 2017 executive compensation program; and
5.

~~Shareholder proposal entitled “Net-Zero Greenhouse Gas Emissions by 2030”~~	•		~~AGAINST~~
6.		~~Shareholder proposal regarding diversity among~~Stock ownership guidelines for our ~~senior management~~CEO, executive officers, and ~~board of directors~~		directors. ~~AGAINST~~
7.		~~Shareholder proposal entitled “Human Rights Review - High Risk Regions”~~		~~AGAINST~~
8.		~~Shareholder proposal entitled “Shareholder Proxy Access”~~		~~AGAINST~~


~~Proxy Statement Summary~~			i
~~General Information~~			1
~~Directors, Corporate Governance and Executive Officers~~			10
	~~Directors~~		10
		~~Biographical Information for Our Director Nominees~~	11
	~~Corporate Governance~~		14
		~~Role of the Board of Directors~~	14
		~~Board Leadership Structure~~	14
		~~Board Committees~~	14
		~~Board Oversight of Risk Management~~	15
		~~Audit Committee Financial Experts~~	16
		~~Code of Ethics~~	16
		~~Review, Approval or Ratification of Transactions with Related Persons~~	17
		~~Transactions with Related Persons~~	18
		~~Attendance of Directors at Annual Meetings of Shareholders~~	18
		~~Compensation Committee Interlocks and Insider Participation~~	18
		~~Communications with the Board~~	18
	~~Compensation of Directors~~		19
		~~Director Compensation—2015~~	20
	~~Executive Officers~~		22
~~Executive Compensation~~			24
	~~Compensation Discussion and Analysis~~		24
	~~Executive Compensation Tables~~		35
		~~Summary Compensation Table—2015, 2014, and 2013~~	35
		~~Grants of Plan-Based Awards—2015~~	37
		~~Outstanding Equity Awards at 2015 Year-End~~	39
		~~Stock Vested—2015~~	41
		~~Potential Payments Upon Termination or Change in Control~~	42
~~Proposals~~			44
	~~Overview of Proposals~~		44
	~~Proposal No. 1 – Election of Directors~~		44
	~~Proposal No. 2 – Ratification of Appointment of Independent Registered Public Accounting Firm~~		45


	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


	~~Proposal No. 3 – Advisory Vote to Approve Executive Compensation~~	47
	~~Proposal No. 4 – Approval of the Amended and Restated Apple Inc. 2014 Employee Stock Plan~~		48
	~~Proposal No. 5 – Shareholder Proposal~~		57
	~~Proposal No. 6 – Shareholder Proposal~~		60
	~~Proposal No. 7 – Shareholder Proposal~~		62
	~~Proposal No. 8 – Shareholder Proposal~~		64
	~~Other Matters~~		67
~~Audit and Finance Committee Report~~			68
~~Security Ownership of Certain Beneficial Owners and Management~~			69
~~Equity Compensation Plan Information~~			72
~~Annex A – Apple Inc. 2014 Employee Stock Plan~~			~~A-1~~
~~Directions to the 2016 Annual Meeting of Shareholders~~ 7.6 Years Average Tenure				2 New Directors in Last Three Years


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.



		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.


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


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


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


~~Name~~	~~Position with Apple~~	~~Age as of the~~ ~~Annual Meeting~~

~~Angela Ahrendts~~	~~Senior Vice President, Retail and Online Stores~~	55

~~Eddy Cue~~	~~Senior Vice President, Internet Software and Services~~	51

~~Craig Federighi~~	~~Senior Vice President, Software Engineering~~	46

~~Luca Maestri~~	~~Senior Vice President, Chief Financial Officer~~	52

~~Dan Riccio~~	~~Senior Vice President, Hardware Engineering~~	53

~~Phil Schiller~~	~~Senior Vice President, Worldwide Marketing~~	55

~~Bruce Sewell~~	~~Senior Vice President, General Counsel and Secretary~~	57

~~Johny Srouji~~	~~Senior Vice President, Hardware Technologies~~	51

~~Jeff Williams~~	~~Chief Operating Officer~~	52



Tim Cook		Chief Executive Officer

Luca Maestri		Senior Vice President, Chief Financial Officer

Angela Ahrendts		Senior Vice President, Retail ~~and Online Stores~~

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

	•
What We Do		~~Emphasize long-term equity awards with a substantial performance-based component in our pay mix~~



Amazon.com	Disney	IBM	~~Twenty-First Century Fox~~Time Warner Cable

AT&T	eBay	Intel	Twenty-First Century Fox

CBS	EMC	Microsoft	Verizon

~~CBS~~Cisco Systems	~~EMC~~Facebook	Oracle	Viacom

~~Cisco Systems~~Comcast	Google (now Alphabet)	Qualcomm

~~Comcast~~DIRECTV	Hewlett-Packard	Time Warner

~~DIRECTV~~	~~Intel~~	~~Time Warner Cable~~



3M		Johnson & Johnson

American Express		Nike

Boeing		PepsiCo

Coca-Cola		Procter & Gamble

General Electric



	2015 (in millions)

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%


Relative TSR Percentile v. S&P 500 Companies		Performance-Based RSUs Vesting

Top Third		100%

Middle Third		50%

Bottom Third		0%



			Performance-Based RSUs Scheduled to Vest

			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


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%


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
Tim Cook Chief Executive Officer		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
Luca Maestri Senior Vice President, Chief Financial Officer		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


				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 of Stock and Option Awards⁽¹⁾ ($)(j)									Estimated Future Payouts Under Non-Equity Incentive Plan Awards										Estimated Future Payouts Under Equity Incentive Plan Awards									All Other Stock Awards: Number of Shares of Stock or Units (#)(i)			Grant Date Fair Value of Stock and Option Awards⁽¹⁾ ($)(j)
Name (a)	Award Type	Grant Date (b)		Threshold ($)(c)		Target ($)(d)		Maximum ($)(e)		Threshold (#)(f)		Target (#)(g)		Maximum (#)(h)					Grant Date Fair Value of Stock and Option Awards⁽¹⁾ ($)(j)			Award Type		Grant Date (b)			Threshold ($)(c)				Target ($)(d)			Maximum ($)(e)			Threshold (#)(f)				Target (#)(g)			Maximum (#)(h)						Grant Date Fair Value of Stock and Option Awards⁽¹⁾ ($)(j)

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


Name (a)	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)		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


	Stock Awards				Stock Awards
Name (a)	Number of Shares Acquired on Vesting (#)(b)		Value Realized on Vesting⁽¹⁾ ($)(c)		Number of Shares Acquired on Vesting (#)(b)		Value Realized on Vesting⁽¹⁾ ($)(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⁽²⁾		—		—		670,820		75,674,681