| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On August 17, 2022, the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Apple Inc. (“Apple”) approved the Apple Inc. Executive Cash Incentive Plan (the “Plan”) under which eligible participants may be granted cash incentive awards based on the achievement of performance goals over performance periods established by the Committee (each, an “Award”). The Plan is intended to attract, retain, motivate, reward and align the efforts of Plan participants with the objectives of Apple shareholders. Eligible participants are members of Apple’s executive team, including Apple’s named executive officers and other employees designated by the Committee.
The Plan is administered by the Committee. The Committee establishes performance periods, which generally correlate to Apple’s fiscal years, and performance goals for which achievement will be measured over each performance period. The Committee also establishes any applicable threshold, target and maximum level of achievement for each performance goal. The Committee will specify the performance period, performance goal(s), maximum payout opportunity and any other terms and conditions for the Awards.
The payout that a participant may receive under the Plan with respect to an Award is based upon whether and to what extent the performance goals have been achieved, as determined by the Committee after receiving the necessary information to evaluate such achievement after the end of the performance period. The payout will be made in cash as soon as practicable after the Committee considers the achievement of the performance goals, and to the extent applicable, a participant’s performance. If a participant terminates service prior to a payout date, the participant’s Award will be forfeited unless otherwise determined by the Committee.
The foregoing description of the Plan is a summary and is qualified in its entirety by reference to the full text of the Plan, a copy of which is attached as Exhibit 10.1 hereto and is incorporated by reference herein.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On August 17, 2022, Apple’s Board approved and adopted amended and restated bylaws (the “Amended and Restated Bylaws”), which became effective the same day. Among other things, the amendments effected by the Amended and Restated Bylaws:
| | • | | Allow for special meetings of the Board to be called on less than 48 hours’ notice as necessary or appropriate under given circumstances. |
| | • | | Enhance procedural mechanics and disclosure requirements in connection with shareholder nominations of directors and submissions of proposals regarding other business at shareholder meetings (other than nominations pursuant to Apple’s proxy access bylaws and proposals to be included in Apple’s proxy materials pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), including by requiring: |
| | • | | additional background information and disclosures regarding proposing shareholders, proposed nominees and business, and other persons related to a shareholder’s solicitation of proxies; |
