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Apple shareholders to vote on four proposals


Apple investors are being asked to vote on a series of proposals related to political contributions, health care, sustainability, and compensation prior to the annual shareholder's meeting, which will be held at the Apple campus on February 25, 2009.

Apple's board of directors is recommending that its investors vote against all of the proposals filed by various shareholders. The only action they do recommend is a confirmation vote approving all of the current directors.

The company's eight member board includes Bill Campbell (CEO of software maker Intuit), Millard "Mickey" Drexler (CEO of retailer J. Crew), Al Gore Jr. (chair of Alliance for Climate Protection, Generation Investment Management, and Current TV), Steve Jobs (Apple's CEO), Andrea Jung (CEO of Avon), Arthur Levinson (CEO of Genentech), Eric Schmidt (CEO of Google), and Jerome York (CEO of Harwinton Capital).

As has occurred in previous years, several shareholder proposals have been drafted by groups seeking to advance their own causes (or simply draw attention to their issues) by purchasing enough shares in Apple to register a proposal they hope other investors will approve. Shareholder proposals that are not recommended by the board of directors rarely pass because Apple's large institutional investors typically vote according to the recommendations of the board, particularly when the company is doing well under the board's management.

The first proposal was advanced by the Teamsters union, which holds 2,569 shares of the company. It asks Apple to report all of the company's direct and indirect political contributions and expenditures, twice annually. Apple's directors say the proposal is "unnecessary and unproductive" and would reveal information on its private negotiations with trade associations to its competitors.

The second shareholder proposal was advanced by the AFL-CIO union, which holds 500 shares of Apple. It asks the board to adopt heath care reform principles outlined by the Institute of Medicine. Apple's directors say the measure will not benefit the company, its employees, or its shareholders, and that health care reform is a matter for the new US President and Congress to address.

A third proposal has been made by individual with less than 100 shares in Apple, but is cosponsored by the New York City Office of the Comptroller (with over two million shares) and Green Century Equity Fund (with another nearly 8,000 shares). It asks the company to deliver a report on sustainability including all corporate strategies related to climate change, the environmental impacts of toxics and recycling programs, and all employee and product safety issues. Apple's directors say the company already reports much of this information on social and environmental issues on its website, and that additional reporting obligations are unnecessary.

The last shareholder proposal is from the AFSCME Employees Pension Plan, a public health union which holds over 21,000 shares in Apple. It request the company issue a shareholders' advisory vote on executive compensation. Apple's directors say that setting executive compensation is the job of the board itself, and that limitations imposed by shareholder voting could have an adverse impact on the company's ability to recruit and retain top talent.

In previous years, Apple's shareholder meeting has drawn theatrical performances from impassioned attendees and staged protests from groups hoping to get extra airtime by attaching their causes to Apple's status as a media darling. The tech press has also frequently written up the event with additional exaggerations that turn the shareholder's meeting into what sounds like a clown court presided over by a tyrannical, fire breathing CEO.

The meeting also gives investors an opportunity to directly pose questions to some of Apple's directors and executives, a panel that has historically been led by Steve Jobs. By the end of February, doctors expect the CEO to be on the way to recovery from a nutrition issue Jobs has battled over the last year.