UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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

(Amendment No.     )

Filed by the Registrant x

Filed by a party other than the Registrant

Check the appropriate box:

Apple Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

Apple Inc.

Notice of 2017 Annual Meeting of

Shareholders and Proxy Statement

Items of Business

Record Date

Close of business on December 30, 2016

Your vote is important. Please vote.

Table of Contents

Apple Inc. | 2017 Proxy Statement

Proxy Statement Summary

This summary highlights the proposals to be acted upon, as well as financial, compensation, and corporate governance information described in more detail elsewhere in this Proxy Statement. In addition, this summary provides a brief description of Apple’s values.

In this Proxy Statement, the terms “Apple,” “we,” and “our” refer to Apple Inc. The information contained onapple.com is not incorporated by reference into this Proxy Statement.

Annual Meeting Proposals

Apple Inc. | 2017 Proxy Statement | 1

Compensation and Performance Highlights

For a detailed discussion of our executive compensation program, please see the “Compensation Discussion and Analysis” beginning on page 28.

2016 Compensation Program

Our executive compensation program is designed to be simple, effective, and link pay to performance, while reflecting the size, scope, and success of Apple’s business, as well as the responsibilities of our executive officers.

The elements of our program and highlights from 2016 are as follows:

2016 Named Executive Officer Target Pay Mix

		Tim Cook has not received an equity award since 2011

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

Apple Inc. | 2017 Proxy Statement | 2

2016 Financial Performance and Annual Cash Incentive Payouts

Apple delivered another year of strong financial results in 2016. However, the two financial measures used to evaluate executive performance under our annual cash incentive program, net sales and operating income, declined from ourrecord-breaking 2015 levels. These results were below the target performance goals set by the Compensation Committee. As a result, the annual cash incentive payouts to our named executive officers were below target.

Net Sales $215.6B		Operating Income $60.0B

Long-Term Equity Incentives and Total Shareholder Return

Apple 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.

2017 Compensation Program Updates

For 2017, we increased the performance-based component of our long-term equity incentives to 50% of the grant date fair value of the award, placing an even greater emphasis on performance-based compensation for our executive officers.

Apple Inc. | 2017 Proxy Statement | 3

Corporate Governance

Apple believes that effective corporate governance should include regular constructive discussions with our shareholders. We have a proactive engagement process that encourages feedback from our shareholders. This feedback helps shape our governance practices, which include:

Board of Directors and Committees

 Chair    Member               

		Age as of Annual Meeting		Director Since (calendar year)		Audit Committee		Compensation Committee		Nominating Committee
James Bell		68		2015
Tim Cook Chief Executive Officer		56		2011
Al Gore		68		2003
Bob Iger		66		2011
Andrea Jung		58		2008
Art Levinson Chairman of the Board		66		2000
Ron Sugar		68		2010
Sue Wagner		55		2014

Apple Inc. | 2017 Proxy Statement | 4

Apple Values

Apple Inc. | 2017 Proxy Statement | 5

Frequently Asked Questions

General

Why am I receiving these materials?

You are invited to attend Apple’s 20172020 Annual Meeting of Shareholders and Proxy Statement

In this Proxy Statement, the terms “Apple,” “we,” and “our” refer to Apple Inc. Information presented in this Proxy Statement is based on Apple’s fiscal calendar.

These materials were first sent or made available to shareholders on January 6, 2017.3, 2020.

What is included in these proxy materials?

Apple Inc.

Items of Business

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

Apple Inc. | 2017 Proxy Statement | 6

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

Apple uses the internet as the primary means of furnishing proxy materials to shareholders. We are sending a Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”) to our shareholders with instructions on how to access the proxy materials online or request a printed copy of the 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 online to help reduce the environmental impact of our annual meetings, and reduce Apple’s printing and mailing costs.

Apple’s proxy materials are also available atinvestor.apple.com.

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 a procedure called “householding.” Under this procedure, Apple may deliver a single copy of the Notice of Internet Availability and, if 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 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 you requested printed versions by mail, this Proxy Statement and the Annual Report to any shareholder that elects not to participate in householding.

To receive, free of charge, a separate copy of the Notice of Internet Availability and, if 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, you may write or call Apple at the following email address, physical address, or phone number:

investor_relations@apple.com

Apple Investor Relations

1 Infinite Loop MS: 301-4IR

Cupertino, California 95014

(408) 974-3123

If you are receiving more than one copy of the proxy materials at a single address and would like to participate in householding, please contact Apple at the email address, 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 the quorum requirement for the Annual Meeting?

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 called a quorum. Your shares will be counted for purposes of determining if there is a quorum if:

Apple Inc. | 2017 Proxy Statement | 7

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

Who will serve as the inspector of election?

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

Who is paying the costs of this proxy solicitation?

Apple is paying the costs of the solicitation of proxies. Apple has retained Georgeson 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 a fee of approximately $15,000 plus out-of-pocket expenses. You may 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 phone, or by electronic communication.

Where are Apple’s principal executive offices located and what is Apple’s main phone number?

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

What is Apple’s fiscal year?

Apple’s fiscal year is the 52- or 53-week period that ends on the last Saturday of September. Unless otherwise stated, all information presented in this Proxy Statement is based on Apple’s fiscal calendar.

Voting

Who may vote at the Annual Meeting?

Each share of Apple’s common stock has one vote on each matter. Only “shareholders of record” as of the close of business on the Record Date are entitled to attend and vote at the Annual Meeting. As of the Record Date, there were 5,257,816,000 shares of Apple’s common stock issued and outstanding, held by 26,000 shareholders of record. In addition to shareholders of record of Apple’s common stock, “beneficial owners of shares held in street name” as of the Record Date can vote using the methods described below.

Apple Inc. | 2017 Proxy Statement | 8

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 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 are beneficial owners of shares held in street name.

If I am a shareholder of record, how do I vote?

If you are a shareholder of record, there are four ways to vote:

Even if you plan on attending the Annual Meeting in person, we encourage you to vote your shares in advance online, by phone, or by mail to ensure that your vote will be represented at the Annual Meeting.

If I am a beneficial owner of shares held in street name, how do I vote?

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

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.

Apple Inc. | 2017 Proxy Statement | 9

How are proxies voted?

All shares represented by valid proxies received prior to the taking of the vote at the Annual Meeting will be voted and, where a shareholder specifies by means of the proxy a choice with respect to any matter to be acted upon, the shares will be voted in accordance with the shareholder’s instructions.

Can I change my vote after I have voted?

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

What happens if I do not give specific voting instructions?

Shareholders of Record. If you are a shareholder of record and you:

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 they may determine in their best judgment with respect to any other matters properly presented for a vote at the Annual Meeting.

Beneficial Owners of Shares Held in Street Name. If you are a beneficial owner of shares held in street name and do not provide the organization that holds your shares with specific voting instructions, then the organization that holds your shares may generally vote your shares in their discretion on “routine” matters, but cannot vote on “non-routine” matters.

Which proposals are considered “routine” or “non-routine”?

The following proposal is considered a routine matter:

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.

Apple Inc. | 2017 Proxy Statement | 10

The following proposals are considered non-routine matters:

Record Date

Close of business on January 2, 2020

Your vote is important. Please vote.

Apple Inc. | 2020 Proxy Statement

Table of Contents

If

Apple Inc. | 2020 Proxy Statement

Apple Inc. | 2020 Proxy Statement

Proxy Statement Summary

This summary provides an overview of the organizationAnnual Meeting, the proposals that holds your shares does not receive instructions from youwill be acted on, how to vote your shares, on a non-routine matter, that organization will inform the inspector of election that it does not have the authority to vote on the matter with respect to your shares. This is generally referred to as a “broker non-vote.” Therefore, broker non-votes may exist in connection with Proposal No. 1 and Proposals No. 3 through No. 9.

What is the voting requirement to approve each of the proposals?

With respect to the election of directors (Proposal No. 1), Apple’s bylaws provide that, in an uncontested election of directors, the affirmative vote of (i) a majority of the shares present or represented by proxyinformation about our corporate governance and voting at the Annual Meeting and (ii) a majority of the shares required to constitute a quorum is required to elect a director. An “uncontested election of directors” means an election of directors in which the number of candidates for election does not exceed the number of directors to be elected by the shareholders at that election.

Approval of Proposal No. 2, Proposal No. 3, and Proposals No. 5 through No. 9 requires, in each case, the affirmative vote of both (i) a majority of the shares present or represented by proxy and voting at the Annual Meeting and (ii) a majority of the shares required to constitute a quorum.

A plurality of the votes cast for Proposal No. 4 will be considered the shareholders’ preferred frequency for holding an advisory vote on executive compensation.

How are broker non-votes and abstentions treated?

Broker non-votes and abstentions are counted for purposes of determining whether a quorum is present. Only “FOR” and “AGAINST” votes are counted for purposes of determining the votes received in connection with each proposal (or, in the case of Proposal No. 4, votes for “1 Year,” “2 Years,” and “3 Years”). Broker non-votes and abstentions will have no effect on determining whether the affirmative vote constitutes a majority of the shares present or represented by proxy and voting at the Annual Meeting (or, in the case of Proposal No. 4, whether the vote for “1 Year,” “2 Years,” or “3 Years” constitutes a plurality of the shares voted on the proposal).

In addition, for each proposal other than Proposal No. 4, the affirmative vote equal to a majority of the shares necessary to constitute a quorum is also required for approval. Therefore, broker non-votes and abstentions could prevent the election of a director or the approval of a proposal because they do not count as affirmative votes.

Is my vote confidential?

Proxy instructions, ballots, and voting tabulations that identify individual shareholders are handled in a manner that protects your voting privacy. Apple will not disclose the proxy instructions or ballots of individual shareholders, except:compensation program.

Apple Inc. | 20172020 Proxy Statement | 111

If you write comments on your proxy card or ballot,

Apple Inc. | 2020 Proxy Statement | 2

Annual Meeting

2020 Annual Meeting of Shareholders

The Record Date for the proxy card or ballot may be forwarded to Apple’s management and the Board to review your comments.

Where can I find the voting resultsAnnual Meeting is January 2, 2020. Only shareholders of record as of the Annual Meeting?

Preliminary voting results will be announced at the Annual Meeting. Final voting results will be tallied by the inspectorclose of election after the taking of thebusiness on this date are entitled to vote at the Annual Meeting. Apple will publish

Items of Business and Voting Recommendation

How to Vote

To vote online, visitproxyvote.com and enter the final voting resultscontrol number found in a Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) within four business days followingyour Notice of Internet Availability.

You may also vote prior to the Annual Meeting.

Director Nominations and Other Matters forMeeting by phone or by mail, or in person at the 2018 Annual Meeting if you have registered in advance and have a valid confirmation of Shareholdersregistration. For more detailed information, see Voting Procedures beginning on page 76.

WhatYour vote is the deadline to propose matters for inclusion in the proxy materials for the 2018 annual meeting of shareholders?important. Please vote.

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 nominations 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 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.

Apple Inc. | 20172020 Proxy Statement | 123

Directors, Corporate Governance and Executive Officers

Directors

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 ofOur corporate governance practicesstructure fosters principled actions, informed and trends. In addition, manyeffective decision-making, and appropriate monitoring of our directors have experience as directors or trustees of significant academic, research, nonprofit,compliance 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 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 to implement proxy 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:performance.

Board of Directors and Committees

•Independent

Shareholders may now re-nominate a proxy access candidate regardless    # of the level of support received at the annual meeting.Other Public             Company Boards

James Bell

3

Tim Cook CEO

•

Apple has extended the deadline by which nominating shareholders and proxy access candidates must provide certain information to Apple to ten business days from five business days. 1

Al Gore

0

Andrea Jung

Chair

2

Art Levinson Independent Chairman

0

Ron Sugar

Chair

4*

Sue Wagner

Chair

2

* On December 18, 2019, Air Lease Corporation announced that Dr. Sugar had provided notice to the Air Lease board of directors that he would not stand for re-election at the end of his current term on that board in May 2020.

For a detailed discussion of our corporate governance and directors, please see the section entitled “Corporate Governance” beginning on page 11 and the section entitled “Directors” beginning on page 17.

Apple Inc. | 20172020 Proxy Statement | 134

Executive Compensation Program

Our executive compensation program is designed to motivate and reward exceptional performance in a straightforward and effective way, while also recognizing the remarkable size, scope, and success of Apple’s business.

Consistent and Effective Program Design

We follow clear guiding principles in the design of the compensation program for our named executive officers and are committed to sound compensation policies and practices. The overall design of our compensation program and each of its three primary components have remained consistent year-over-year.

Aligned with Shareholder Interests and Company Performance

Biographical Information for Our Director Nominees

The biographies below describeFor a detailed discussion of our executive compensation program, please see the skills, qualities, attributes,section entitled “Compensation Discussion 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 servesAnalysis” beginning on the Board. In this section (“Directors, Corporate Governance, and Executive Officers—Directors”), references to particular years refer to the calendar year.

Apple Inc. | 20172020 Proxy Statement | 145

Apple Inc. | 2020 Proxy Statement | 6

Apple Values

Art LevinsonThis section describes core values at Apple that guide our commitment to leave the world better than we found it and to create powerful tools for others to do the same.

66 years old

Director since 2000

Apple Inc. | 2020 Proxy Statement | 7

Apple Inc. | 2020 Proxy Statement | 8

Apple Inc. | 2020 Proxy Statement | 9

Apple Inc. | 2020 Proxy Statement | 10

Corporate Governance

This section describes Apple’s corporate governance framework and the role and structure of our Board.

Apple Inc. | 2020 Proxy Statement | 11

Role of the Board of Directors

Apple’s Board oversees the CEO and other senior management in the competent and ethical operation of Apple on aday-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 to ensure that Apple is committed to business success through the maintenance of high standards of responsibility and ethics.

The Board believes that Apple’s governance structure fosters principled actions, informed and effective decision-making, and appropriate monitoring of compliance and performance. Apple’s key governance documents, including our Corporate Governance Guidelines, are available atinvestor.apple.com/investor-relations/leadership-and-governance. The Board met five times during 2019, 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 2019, and (ii) the total number of meetings held by each committee of the Board on which such member served during 2019.

The Board has determined that all Board members, other than Mr. Cook, are independent under applicable rules of The Nasdaq Stock Market LLC (“Nasdaq”).

Board Committees

The Board has a standing Audit and Finance Committee (the “Audit Committee”), Compensation Committee, and Nominating and Corporate Governance Committee (the “Nominating Committee”). The Board has determined that the Chairs of each committee and all committee members are independent under applicable Nasdaq and Securities and Exchange Commission (“SEC”) rules for committee memberships. Each committee operates under a written charter adopted by the Board, which is available atinvestor.apple.com/investor-relations/leadership-and-governance.

Audit Committee

The Audit Committee assists the Board in oversight and monitoring of:

The Audit Committee appoints Apple’s independent registered public accounting firm and reviews the services performed by such firm. The Audit Committee met nine times during 2019.

Apple Inc. | 2020 Proxy Statement | 12

Compensation Committee

The Compensation Committee reviews and approves the compensation arrangements for the CEO, Apple’s other executive officers, and, to the extent it deems appropriate, other employees; administers Apple’s equity compensation plans; reviews and makes recommendations to the Board regarding the compensation of members of the Board and Board committees; and performs such other duties and responsibilities as set forth in its charter. The Compensation Committee’s authority to grant equity awards or to take any other action with respect to equity awards (other than the performance of ministerial duties) 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 its independent compensation consultant and the CEO in support of the Compensation Committee’s decision-making process, see the section entitled “Compensation Discussion and Analysis” beginning on page 30. The Compensation Committee met four times during 2019.

Nominating Committee

The Nominating Committee’s duties and responsibilities include assisting the Board on matters relating to the identification, selection, and qualification of Board members and candidates nominated to the Board; making recommendations to the Board concerning the size, structure, and composition of the Board and its committees; and overseeing and making recommendations regarding corporate governance matters, including Apple’s Corporate Governance Guidelines. The Nominating Committee also oversees the annual Board performance evaluation process, including the format of the annual Board self-evaluation. The Nominating Committee met four times during 2019.

In accordance with its charter and Apple’s Corporate Governance Guidelines, the Nominating Committee has evaluated and recommended to the full Board each of the nominees named in this Proxy Statement for election to the Board.

Annual Board and Committee Self-Evaluations

Annual Board Self-Evaluations

The Board conducts an annual self-evaluation that is intended to determine whether the Board, its committees, and each member of the Board are functioning effectively, and to provide them with an opportunity to reflect upon and improve processes and effectiveness.

Dr. Levinson, the independent Chairman of the Board, leads the evaluation process. Dr. Levinson conductsone-on-one discussions with each director to obtain their assessment of the effectiveness and performance of the Board, its committees, and each member of the Board. Board members are also invited to discuss the performance of Dr. Levinson directly with the Chair of the Nominating Committee or another independent director. A summary of the results is presented to the Board on a“no-names” basis identifying any themes or issues that have emerged. The Board considers the results and ways in which Board processes and effectiveness may be enhanced.

Apple Inc. | 2020 Proxy Statement | 13

Annual Committee Self-Evaluations

Each committee conducts its own annual self-evaluation and reports the results to the Board. Each committee’s evaluation includes an assessment of the committee’s compliance with Apple’s Corporate Governance Guidelines and the committee’s charter, as well as ways in which committee processes and effectiveness may be enhanced.

Board Leadership Structure

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 that the separation of the Chairman and CEO roles allows our CEO to focus his time and energy on operating and managing Apple, while leveraging our Chairman’s experience and perspectives. The Board periodically reviews its leadership structure to determine whether it continues to best serve Apple and its shareholders.

Board Oversight of Risk Management

The Board believes that evaluating the executive team’s management of the various risks confronting Apple is one of its most important areas of oversight. In carrying out this critical responsibility, the Board has designated the Audit Committee with primary responsibility for overseeing enterprise risk management. In accordance with this responsibility, the Audit Committee monitors Apple’s significant business risks, including financial; operational; privacy; data security; business continuity; tax; legal and regulatory compliance; and reputational risks. The Audit Committee reviews the steps management has taken to monitor and mitigate these risks. With respect to privacy and data security, the Audit Committee reviews reports from Apple’s General Counsel and the heads of information security, business conduct and compliance, business assurance, and internal audit. These reports include updates on risk management, Apple’s privacy program, and relevant legislative, regulatory, and technical developments.

The Audit Committee is assisted in its risk oversight duties by a Risk Oversight Committee consisting of key members of management, including, among others, Apple’s Chief Financial Officer, General Counsel, and head of business assurance. The Risk Oversight Committee reports regularly to the Audit Committee. Senior members of management responsible for risk management across a wide range of areas and functions also report regularly to the Audit Committee.

While the Audit Committee has primary responsibility for overseeing enterprise risk management and reports regularly to the Board, the other Board committees also consider risks within their areas of 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 Apple’s corporate governance structure and processes, and the Compensation Committee reviews risks related to compensation matters. While the Board and its committees oversee risk management strategy, management is responsible for implementing and supervisingday-to-day risk management processes and reporting to the Board and its committees.

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. 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 measures. A substantial portion of each

Apple Inc. | 2020 Proxy Statement | 14

executive officer’s compensation is in the form of time-based and performance-based equity awards that vest over several years and help align their interests with those of Apple’s shareholders in creating long-term shareholder value. 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 share price performance over several years and because awards are subject to regular vesting schedules.

The Compensation Committee has also reviewed Apple’s compensation programs for employees generally and has concluded that 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 cash bonus programs and long-term equity awards provide an effective and appropriate mix of incentives to help ensure performance is focused on long-term shareholder value creation and do not encourage short-term risk taking at the expense of long-term results.

Audit Committee Financial Experts

The Board has determined that each member of the Audit Committee qualifies as an “audit committee financial expert” as defined under applicable SEC rules and also meets the additional criteria for independence of audit committee members set forth in Rule10A-3(b)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Code of Ethics

Apple has a code of ethics, titled “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; to the Board; and to independent contractors, consultants, and others who do business with Apple. The code is available atinvestor.apple.com/leadership-and-governance. 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 to our website or by filing with the SEC a Current Report on Form8-K, in each case if such disclosure is required by SEC or Nasdaq rules.

Review, Approval, or Ratification of Transactions with Related Persons

The Board has adopted a written policy for approval of transactions between Apple and its directors, director nominees, executive officers, greater than 5% beneficial owners of Apple’s common stock or any other class of Apple’s equity securities, 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 related party has or will have a direct or indirect interest in the transaction (other than solely as a result of being a director or less than 10% beneficial owner of another entity). A copy of this policy is available atinvestor.apple.com/leadership-and-governance. 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 addition, the Audit Committee has delegated authority to the Chair of the Audit Committee topre-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:

Apple Inc. | 2020 Proxy Statement | 15

A summary of new transactions covered by standingpre-approvals established by the Audit Committee, or transactions approved or ratified by the Chair of the Audit Committee, if any, is provided to the Audit Committee for its review.

Transactions with Related Persons

Several of Apple’s Board members and executive officers serve as directors or executive officers of other organizations, including organizations with which Apple has commercial and charitable relationships. Apple does not believe that any director had a direct or indirect material interest in any such relationships during 2019.

Attendance of Directors at Annual Meetings of Shareholders

Apple expects all of its directors to attend the Annual Meeting. All directors serving at that time attended the 2019 annual meeting of shareholders.

Communications with the Board

Any matter intended for the Board, or for any individual member of the Board, should be directed to Apple’s Secretary at One Apple Park Way, MS:169-5GC, Cupertino, CA 95014 USA, 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 under our Policy on Reporting Questionable Accounting or Auditing Matters atinvestor.apple.com/leadership-and-governance.

Apple Inc. | 2020 Proxy Statement | 16

Directors

This section describes the experience and qualifications of our Board members and how they are compensated.

Apple Inc. | 2020 Proxy Statement | 17

Directors

Apple’s Board consists of a diverse group of highly qualified 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 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 effectively address 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 third-party search firms 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; and relevant skills and experience, including financial literacy, antitrust compliance, and other 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 evaluates candidates recommended by shareholders using the same criteria as for other candidates recommended by its members, other members of the Board, or other persons. In addition, our bylaws provide that a shareholder, or a group of up to 20 shareholders, owning at least 3% of our outstanding shares continuously for at least three years, may nominate director nominees constituting up to 20% of Apple’s Board that would be included in our proxy statement pursuant to our proxy access provisions. Nominating shareholders and nominees must satisfy the requirements set forth in our bylaws, which can be found atinvestor.apple.com/leadership-and-governance.

Nominees for Election

The following biographies 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 for election to the Board. Each of the seven nominees currently serves on the Board.

Apple Inc. | 2020 Proxy Statement | 18

Apple Inc. | 20172020 Proxy Statement | 1519

Apple Inc. | 20172020 Proxy Statement | 1620

Apple Inc. | 2017 Proxy Statement | 18

Corporate Governance

Role of the Board of Directors

Apple’s Board oversees the CEO and other senior management in the competent and ethical operation of Apple on a day-to-day basis and assures that the long-term interests of shareholders are being served. To satisfy the Board’s duties, directors are expected to take a proactive, focused approach to their positions, and set standards to 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 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.

Board Leadership Structure

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.

Board Committees

The Board has a standing Audit and Finance Committee (the “Audit Committee”), Compensation Committee, and Nominating Committee. The Board has determined that the 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. Each Committee operates under written charters adopted by the Board that are available atinvestor.apple.com/corporate-governance.cfm.

Audit Committee

The Audit Committee assists the Board in oversight and monitoring of:

The Audit Committee also appoints Apple’s independent registered public accounting firm and reviews the services performed by the firm. The Audit Committee met nine times during 2016.

Apple Inc. | 2017 Proxy Statement | 19

Compensation Committee

The Compensation Committee reviews and approves the compensation arrangements for Apple’s executive officers, including the CEO, administers Apple’s equity compensation plans, and reviews the Board’s compensation. The Compensation Committee’s authority to grant equity awards may not be delegated to Apple’s management or others. For a description of the Compensation Committee’s processes and procedures, including the roles of the independent compensation consultant and Apple’s executive officers 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 2016.

Nominating Committee

The Nominating Committee assists the Board in identifying qualified individuals to become directors, makes recommendations to the Board concerning the size, structure, and composition of the Board and its committees, monitors the process to assess the Board’s effectiveness, and oversees and makes recommendations regarding corporate governance matters, including implementing Apple’s Corporate Governance Guidelines. The Nominating Committee met four times during 2016.

The Nominating Committee has recommended to the full Board each of the nominees named in this Proxy Statement for election to the Board.

Board Oversight of Risk Management

The Board believes that evaluating the executive team’s management of the various risks confronting Apple is one of its most important areas of oversight. In carrying out this critical responsibility, the Board has designated the Audit Committee with primary responsibility for overseeing enterprise risk management. In accordance with this responsibility, the Audit Committee monitors Apple’s significant business risks, including financial, operational, privacy, data security, business continuity, legal and regulatory, and reputational exposures, and reviews the steps management has taken to monitor and control these exposures. With respect to privacy and data security, the Audit Committee reviews reports from Apple’s Vice President of Corporate Information Security, General Counsel, Chief Compliance Officer, and Vice President of Internal Audit, including updates on risk management, Apple’s privacy program, and relevant legislative, regulatory, and technical developments.

The Audit Committee is assisted by a Risk Oversight Committee consisting of key members of management, including Apple’s Chief Financial Officer and General Counsel. The Risk Oversight Committee reports regularly to the Audit Committee, which reports regularly to the Board.

While the Audit Committee has primary responsibility for overseeing enterprise risk management, the other Board committees also consider risks within their areas of 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. 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

Apple Inc. | 2017 Proxy Statement | 20

performance over several years and because awards are subject to regular vesting schedules to help ensure that a significant component of executive compensation is tied to long-term shareholder value creation.

The Compensation Committee has also reviewed Apple’s compensation programs for employees generally and has concluded these programs do not create risks that are reasonably likely to have a material adverse effect on Apple. The Compensation Committee believes that Apple’s annual cash and long-term equity awards provide an effective and appropriate mix of incentives to help ensure Apple’s performance is focused on long-term shareholder value creation and do not encourage short-term risk taking at the expense of long-term results.

Audit Committee Financial Experts

The Board has determined that each member of the Audit Committee qualifies as an “audit committee financial expert” as defined under applicable SEC rules and also meets the additional criteria for independence of audit committee members set forth in Rule 10A-3(b)(1) under the Exchange Act.

Code of Ethics

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, to the 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.

Review, Approval, or Ratification of Transactions with Related Persons

The Board has adopted a written policy for approval of transactions between Apple and its directors, director nominees, executive officers, greater than 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 addition, the Audit Committee 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:

Apple Inc. | 2017 Proxy Statement | 21

The Audit Committee has considered and adopted the following standing pre-approvals under the policy for transactions with related 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.

Transactions with Related Persons

Mr. Iger is Chairman and Chief Executive Officer of Disney. In the ordinary course of business, Apple enters into commercial dealings with Disney that we consider arms-length, including sales arrangements, 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.

Attendance of Directors at Annual Meetings of Shareholders

Apple expects all of its directors to attend the Annual Meeting. All of Apple’s directors who were standing for re-election in 2016 attended the 2016 annual meeting of shareholders with the exception of Mr. Bell who was unable to attend for personal reasons.

Compensation Committee Interlocks and Insider Participation

Ms. Jung, Mr. Gore, Mr. Iger, and Dr. Levinson were members of the Compensation Committee during 2016. Mr. Iger was appointed to the Compensation Committee in 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 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 2016.

Apple Inc. | 20172020 Proxy Statement | 22

Communications with the Board

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.

Apple Inc. | 2017 Proxy Statement | 23

Compensation of Directors

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 ourNon-Employee Directors and each element of ourNon-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 directorNon-Employee Director compensation after reviewing the Compensation Committee’s recommendation. The Apple Inc.Non-Employee Director Stock Plan provides for an annual limit of $1.5 million for all compensation paid to aNon-Employee Director. No changes were made to the compensation of ourNon-Employee Directors for 2019.

Cash Retainers.Non-Employee Directors receive an annual cash retainer of $100,000. In 2016,2019, 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 former 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 eachNon-Employee Director’s annual retainer is in the form of equity.equity awards. Under Apple’s 1997the Apple Inc.Non-Employee Director Stock Plan, (the “Director Plan”), Non-Employee Directors are granted restricted stock units (“RSUs”)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 2016,2019, 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.grant.

ANon-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 Director Award”), except that aNon-Employee Director who joins the Board on or after February 1 of a particular year and prior to the annual meeting for that year, or a director who was an employee of Apple immediately prior to first becoming aNon-Employee Director, will not receive an Initial Director Award. The number of RSUs subject to each Initial Director Award is determined in the same manner as described above for Annual Director Awards, but the grant date fair value of the award ispro-rated based on the portion of the year that has passed since the last annual meeting. Initial 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 Apple Inc.Non-EmployeeDirector Stock 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 Apple Inc.Non-EmployeeDirector Stock 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.

Apple Inc. | 2020 Proxy Statement | 23

Equipment Program.Program and Charitable Gift Matching. Apple has an equipment program for the Board under which eachNon-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.

Additionally, each Non-Employee Directors do not receive any other compensation for serving on any committee or attending Board or committee meetings.Director is eligible to participate in Apple’s charitable gift matching program to the same extent as Apple employees.

Stock Ownership Guidelines. Apple has stock ownership guidelines for our CEO, executive officers, andNon-Employee Directors. Under the guidelines, eachNon-Employee Directors are Director is expected, within five years after the individual first becomes subject to the guidelines, to own shares of AppleApple’s 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, 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 the individual’s children. EachNon-Employee

Apple Inc. | 20172020 Proxy Statement | 24

spouse or children. Each Non-Employee Director is required to satisfy the stock ownership guideline by November 12, 2017, or within five years after first becoming subject to the guidelines. Other than Mr. Bell, who joined the Board in October 2015, each Non-Employee Director has already satisfied the stock ownership guidelines.

Director Compensation—2016Compensation – 2019

The following table shows information regarding the compensation earned or paid during 20162019 toNon-Employee Directors who served on the Board during the year. TheMr. Cook’s compensation paid to Mr. Cook is shown under “Executive Compensation” in the table entitled “Summary Compensation Table—2016, 2015,Table – 2019, 2018, and 2014”2017” and the related tables.tables under the section entitled “Executive Compensation.” Mr. Cook does not receive any compensation for his service as a member of the Board.

Apple Inc. | 20172020 Proxy Statement | 25

Apple Inc. | 2020 Proxy Statement | 26

Executive Officers

BiographicalThis section includes biographical information for Apple’s executive officers, other than Mr. Cook, is listed below. Biographical information for Mr. Cook, who is both a director and an executive officer, can be found in the section entitled “Directors.” In this section (“Directors, Corporate Governance, and Executive Officers—Executive Officers”), references to particular years refer to the calendar year.Cook.

Angela Ahrendts, Senior Vice President, Retail, 56, joined Apple and assumed her current position in May 2014. Prior to joining Apple, Ms. Ahrendts served as director and Chief Executive Officer of Burberry plc, a luxury fashion company, from July 2006. Ms. Ahrendts also previously served as Executive Vice President at Liz Claiborne Inc., and as President of Donna Karan International. Ms. Ahrendts is also a member of the United Kingdom’s Prime Minister’s Business Advisory Council.

Eddy Cue, Senior Vice President, Internet Software and Services, 52, joined Apple in January 1989 and assumed his current position in September 2011. Mr. Cue’s previous positions with Apple include Vice President of Internet Services and Senior Director of iTunes Operations. Mr. Cue has also served as a director of Ferrari S.p.A., a luxury sports car company, since November 2012.

Craig Federighi, Senior Vice President, Software Engineering, 47, rejoined Apple in April 2009 and assumed his current position in August 2012. Prior to rejoining Apple, Mr. Federighi held several roles at Ariba, Inc., an enterprise software company, including Chief Technology Officer and Vice President of Internet Services. Prior to that, Mr. Federighi worked at NeXT and at Apple upon the acquisition of NeXT. Mr. Federighi’s previous positions with Apple include Vice President of Mac OS Engineering and Director of Engineering.

Luca Maestri, Senior Vice President, Chief Financial Officer, 53, joined Apple in March 2013 and assumed his current position in May 2014. Prior to assuming his current position, Mr. Maestri served as Apple’s Vice President and Corporate Controller. Prior to joining Apple, Mr. Maestri was Executive Vice President, Chief Financial Officer of Xerox Corporation, a business services and technology company, from February 2011 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.

Apple Inc. | 20172020 Proxy Statement | 2627

Apple in 2008Inc. | 2020 Proxy Statement | 28

Executive Compensation

This section describes the compensation program for our named executive officers 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.includes the required executive compensation tables.

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; Head of Worldwide 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.

Apple Inc. | 20172020 Proxy Statement | 2729

Compensation Practices

Executive Compensation Policies and Practices. We are committed to sound executive compensation policies and practices, as highlighted in the following table.

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 2016.

Guiding Principles and Compensation Practices

Our executive compensation program is designed to attract, motivate, and retain a talented, entrepreneurial, and creative team of executives who will provide leadership for Apple’s success in dynamic and competitive markets. We have a pay-for-performance philosophy for executive compensation based on the following principles:

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. 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.

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

Apple Inc. | 2017 Proxy Statement | 28

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.

Apple Inc. | 20172020 Proxy Statement | 2931

Discretion and Judgment of the Compensation Committee

The Compensation Committee, consisting entirely of independent directors, reviews and approves the compensation of Apple’s named executive officers and acts as the 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,this determination, 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 named 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 SEC and NASDAQNasdaq rules.

Since 2014,During 2019, the Compensation Committee has engaged the services of Pay Governance, anCommittee’s independent compensation consulting firm. During 2016,consultant, Pay Governance, 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 Compensation Committee or the Chair of the Compensation Committee outside committee meetings regarding matters related to the Compensation Committee’s responsibilities. In 2016,2019, the Compensation Committee generally sought input from Pay Governance on a range of external market factors, including evolving compensation trends, appropriate peer companies,market reference points, and market compensation data. Pay Governance also provided general observations about Apple’s compensation programs and managementabout management’s recommendations regarding the amount and form of compensation for our named 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 named executive officers. The Compensation Committee considers Mr. Cook’s evaluation of the other executive officers because ofand his direct knowledge of each named executive officer’s performance and contributions.contributions when making compensation decisions. Mr. Cook is not present during voting or deliberations by the Compensation Committee regarding his own compensation.

The Role of Shareholders. We have discussions with many of our shareholders regarding various corporate governance topics, including executive compensation, and related trends, such as environmental, social, and governance considerations. Shareholders are also provided the opportunity to cast an annual advisory vote on the compensation of our named executive officers. Shareholders have indicated their strong support for the compensation of our named executive officers, with 94% of votes cast on thesay-on-pay proposal at the 2019 Annual Meeting voted in favor of our executive compensation program. Based on this support from shareholders, our executive compensation program has not changed significantly year-over-year. The Compensation Committee will continue to consider shareholder feedback and the results ofsay-on-pay votes when making future compensation decisions.

Apple Inc. | 2020 Proxy Statement | 32

The Role of Peer Companies and Benchmarking.Companies. The Compensation Committee reviews peer group composition each year. With the assistance of Pay Governance, the Compensation Committee identified groups of companies to serve as market reference points for compensation comparison purposes for 2016.2019. 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. The threshold revenue and market capitalization requirements for a company to be considered for the primary peer group for 2019 were $15 billion and $35 billion, respectively.

A secondary peer group of premier companies that have iconic brands or are industry or category leaders, rely on significant R&Dresearch and development and innovation for growth, and require highly-skilled human capital was also considereddeveloped as an additional reference set for the Compensation Committee.

Based on the above criteria, Visa was added to the primary peer group and Pfizer and UnitedHealth Group were added to the secondary peer group for 2019.

The chart below lists the companies in eachthe primary and secondary peer group are listed below. Unless otherwise specified, referencesgroups. References in this Compensation Discussion and Analysis to peer companies include both the primary and the secondary peer group companies.

Apple Inc. | 2017 Proxy Statement | 30

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

The Compensation Committee’s executive compensation determinations are subjective and the result of the Compensation Committee’s business judgment, which is informed by the experience of the members of the Compensation Committee and, as described above, input provided by its independent compensation consultant, our CEO (other than with respect to his own compensation), and shareholders. The Compensation Committee also considers peer group data provided by the Compensation Committee’s independent compensation consultant and 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’sthe relative size, scope, and performance.performance of Apple. 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.

Shareholder Feedback. We value the feedback provided by our shareholders and have discussions with many of them on an ongoing basis regarding various corporate governance topics, including executive compensation. Shareholders are also provided the opportunity to cast an annual advisory vote on executive compensation. At Apple’s 2016 annual meeting of shareholders, shareholders indicated their support for the compensation of our named executive officers, with approximately 95% of the votes cast on the say-on-pay proposal voted for the proposal. The design of the 2016 executive compensation program follows the same design as 2015. However, for 2017, the Compensation Committee has continued to evolve our executive compensation program by changing the allocation of 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.Apple Inc. | 2020 Proxy Statement | 33

2019 Named Executive Officer Compensation

Our executive compensation program is designed to be simple,motivate and reward exceptional performance in a straightforward and effective and link pay to performance,way, while reflectingalso recognizing the remarkable size, scope, and success of Apple’s business, as well as the responsibilities of our executive officers. 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.business. The main elements of the executive compensation program are:

Apple Inc. | 2017 Proxy Statement | 32

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

		Tim Cook has not received an equity award since 2011

Cash Compensation Elementsofficers has three primary components: annual base salary, annual cash incentive, and Awardslong-term equity awards.

2019 Annual Base Salary. Base salary is a customary, fixed element of compensation intended to attract and retain executives. TheWhen setting the annual base salaries of our named executive officers, 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 capitalizationsize relative to the peer companies when settingcompanies. The annual base salaries. Taking these factors into considerationsalaries for Ms. Adams, Ms. Ahrendts, Mr. Maestri, and in recognition of his individual performanceMr. Williams remained at $1 million for 2019, and remarkable leadership, Mr. Cook’sMs. O’Brien’s annual base salary was increasedset at $1 million when she was promoted to her current role. Mr. Cook’s annual base salary remained at $3 million at the beginning of 2016. The base salary for each2019.

2019 Annual Cash Incentive. Our annual cash incentive program is a variable,at-risk component of our named executive officers, other than Mr. Cook, remained unchanged at $1 million for 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 ofofficers’ compensation that is aligned with Apple’s annual financial performance goals. For 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.

results. Net sales and operating income, as determined in accordance with generally accepted accounting principles, were chosenare used as the performance measures for the 2016 annual cash incentive opportunityprogram because they reflect commonly recognized measures of overall company performance and profitability and are drivers of shareholder value creation. Payouts of the

The annual cash incentive program provides payout opportunities based on the achievement ofpre-determined financial goals that require our named executive officers to meet high standards of performance to receive a payout. Annual cash incentive payouts are determined based on an equal weighting for the net sales and operating income measures.measures and are linearly interpolated for achievement between threshold, target, and maximum goals, as approved by the Compensation Committee. The target payout opportunity is 200% of each named executive officer’s annual base salary. If both of the threshold performance levels are reached, the total payout opportunity is 50% of the target payout opportunity, and if both of the maximum performance levels are reached, the payout opportunity is capped at 200% of the target payout opportunity. There is no payout for a particular performance measure unless the threshold performance goal is achieved with respect to that measure. Payouts are calculated based on the performance level achieved for each performance measure for 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 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 atestablishes threshold, target, and maximum performance goals under the annual incentive program based on factors relevant to the fiscal year. The Compensation Committee also considers prior years’ financial results as a reference point, but focuses on setting goals that reflect current business conditions and drive an appropriatepay-for-performance outcome. When setting the goals for 2019, the Compensation Committee considered many factors, including, but not limited to, the macroeconomic environment, trade conditions, foreign exchange headwinds, long-term strategic investments, alignment between appropriate payout opportunities and performance levels, and pay-for-performance alignment.

2016 Goals and Results

Apple Inc. | 20172020 Proxy Statement | 3334

As shown inFor 2019, the tableCompensation Committee established threshold goals that represented the minimum level of achievement for a named executive officer to receive an annual cash incentive payout. The target goals represented a level of performance that would be challenging to achieve based on the considerations noted above, our 2016but also representing strong financial performance commensurate with the target payout opportunity. The maximum goals represented exceptional financial performance. Accordingly, the performance goals under the 2019 annual cash incentive program were as follows:

We reported net sales of $215.6$260.2 billion and operating income of $60.0$63.9 billion were 96.4%for 2019, which exceeded the target goal for each performance measure and 99.5% of the respective target goals set by the Compensation Committee. This performance resulted in a combined attainment of 128% of the target payout at 89.5%opportunity under the annual cash incentive program. The charts below illustrate the year-over-yearpay-for-performance alignment of target for each named executive officer. Overall, our 2016 performance with respectannual cash incentive program relative to our net sales and operating income was 7.7% and 15.7% below our record-breaking 2015 levels; however,results for each of the 2016 payouts to our named executive officers were significantly less than the annual cash incentive payouts for 2015, reflecting strong pay-for-performance alignment. last three years.