Monday, January 09, 2012, 06:45 pm PT (09:45 pm ET)
Apple's 2012 shareholder meeting set for February 23Apple on Monday filed notice with the Securities Exchange Commission that its annual shareholder meeting will be held at 10 a.m. Pacific on Feb. 23 and will include four shareholder proposals.
Apple Senior Vice President and General Counsel Bruce Sewell has issued a letter to the company's shareholders inviting them to the meeting, which will be held at its headquarters in Cupertino, Calif. Only shareholders of record as of Dec. 27, 2011 will be eligible to attend and vote at the meeting.
The agenda for the annual meeting includes: the election of Apple's board of directors, ratification of Ernst & Young as its independent registered public accounting firm for the year, an advisory vote on executive compensation and consideration of four shareholder proposals.
Last year's meeting was also held on Feb. 23.
The company's board of directors underwent several changes last year after co-founder Steve Jobs died in October. Jobs had been named chairman following his resignation as Apple's chief executive last August. At that time, newly-minted Chief Executive Tim Cook was also named to the board.
In November, Arthur Levinson was named chairman in Jobs' stead and Disney CEO Robert Iger was appointed to the board. The remaining board members include William Campbell, Millard Drexler, Al Gore, Andrea Jung and Ronald Sugar.
Apple's filing with the SEC noted that the one million restricted shares granted to Cook to ensure his long-term tenure at the company were valued at a total $376.18 million. Half of the award will vest in 2016 and the remaining half will vest in 2021.
The first shareholder proposal listed under Apple's filing is the request for a "Conflict of Interest Report" submitted by The National Center for Public Policy research. The proposal requests that Apple's board complete a request by November 2012 disclosing any investments of board members that would represent a financial conflict of interest, describing the role board members play in the development of the company's policies and the process by which Apple determines if board member participation violates its business conduct policy, and disclosing policies that could financially benefit board members.
In a supporting statement, the shareholder voiced concerns that Apple's policy on greenhouse gas regulations benefited Gore, who is an "outspoken advocate for regulation of greenhouse gases."
Apple's board recommends a vote against the proposal.
The second proposal is entitled "Shareholder Say on Director Pay." Shareholder James McRitchie has submitted a proposal that would expand the advisory vote on executive compensation already on the ballot to include a shareholder vote on board of director compensation.
The Board opposes the proposal on the grounds that the company has "exceptionally qualified directors from diverse business backgrounds" that are reasonably and appropriately compensated.
Carey Lovelace has submitted the third shareholder proposal, entitled "Report on Political Contributions and Expenditures," that would require Apple to submit a semi-annual report disclosing its policies and procedures for political contributions and expenditures made with corporate funds. Any monetary and non-monetary contributions and expenditures used to participate or intervene in any political campaign would also need to be disclosed.
The board also recommends a vote against the political contribution proposal. Apple maintains that it already "substantially implements" the measures sought in the proposal and goes even further in its own Political Contributions and Expenditures Policy, which can be found on its website.
The final shareholder proposal is entitled "Adopt a Majority Voting Standard for Director Elections." Brought by the California Public Employees' Retirement System, it closely resembles a similar proposal from last year's meeting. According to the proposal, director nominees would require a majority vote even when running unopposed.
The Board recommends voting against the proposal, arguing that it is not in Apple's best interest. According to the company, a majority vote requirement could result in director turnover simply because too few shareholders cast votes.
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