Four proposals up for vote at March Apple shareholders' meeting

The annual meeting is slated to take place on Tuesday, March 4, 2008 at 10:00 a.m. local time, at the Apple's principal executive offices located at 1 Infinite Loop, Building 4, Cupertino, California 95014. Only those shareholders of record as of the close of business on January 15, 2008 are entitled participate, of which there were 31,035 holding a combined 878,795,201 shares.

As part of standard procedure, shareholders will vote on whether or not to re-elect the company's seven directors — Steve Jobs, William Campbell, Millard Drexler, Albert Gore,  Arthur Levinson, Eric Schmidt, and Jerome York — for an additional one-year term, in addition to formally electing Avon chief Andrea Jung, who was recently appointed by the Board to fill a vacancy as its eighth member.

Also as part of standard procedure, stock holders will be asked to ratify the appointment of KPMG LLP, Apple's independent registered public accounting firm since 1997, for fiscal year 2008.

Proposals No. 3 and No. 4 were both submitted by investors, and both opposed by the company's leadership. The first requests that shareholders be given the opportunity at each annual meeting to vote in an advisory roll on the compensation of the company's executive officers.

"We believe that existing U.S. corporate governance arrangements, including SEC rules and stock exchange listing standards, do not provide shareholders with enough mechanisms for providing input to boards on senior executive compensation," representatives for Washington D.C.-based AFL-CIO Reserve Fund, which owns approximately 500 shares, wrote in their proposal.

"In contrast to U.S. practices," the shareholders added, "in the United Kingdom, public companies allow shareholders to cast an advisory vote on the “directors’ remuneration report,” which discloses executive compensation. Such a vote is not binding but gives shareholders a clear voice that could help shape senior executive compensation."

The AFL-CIO Reserve Fund argues that results of such a vote would provide Apple's leadership with useful information about whether shareholders view the company’s senior executive compensation practices, as reported each year, to be in shareholders’ best interests.

For its part, Apple's Board of Directors is recommending that shareholders vote against the proposal, insisting that its existing Compensation Committee, consisting entirely of independent directors, is best responsible "for maintaining an executive compensation program designed to attract, motivate and retain the most highly talented and experienced leadership for the company."

The second shareholder-submitted proposal seeks the establishment of a Board Committee on Sustainability, which would "strive to enhance shareholder value by responding to changing conditions and knowledge of the natural environment, including but not limited to, natural resource limitations, energy use, waste disposal, and climate change."

Again, Apple's Board has opposed the motion, asking that shareholders as a whole vote the proposal down. While the Board "appreciates the importance of environmental sustainability and recognizes the company’s responsibility to minimize the environmental impact of the company’s operations and products," it "does not believe a dedicated board committee is an effective way for the company’s practices and goals to continually evolve and improve in response to changing conditions."

Instead, the Board argues that "the establishment and operation of an additional and redundant committee would distract the Board from its other responsibilities to the company and its shareholders while adding little value to the company’s existing commitment to environmental sustainability."

Apple's annual shareholder meeting also offers a forum for investors to probe executives during a question an answer session. Last year, Jobs responded to questions on his firm's then fledgeling mobile strategy, third-party iPhone applications, .Mac and more.