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

PROXY STATEMENT

FOR

2014 ANNUAL MEETING OF SHAREHOLDERS

GENERAL INFORMATION

Why am I receiving these materials?

Apple Inc. (the “Company”) has made these materials availableYou are invited to youattend Apple’s 2017 Annual Meeting of Shareholders and vote on the Internet or, upon your request, has delivered printed versions of these materials toproposals described in this Proxy Statement because you by mail, in connection with the Company’s solicitation ofwere an Apple shareholder on December 30, 2016 (the “Record Date”). Apple is soliciting proxies for use at the 2014 annual meetingAnnual Meeting, including any postponements or adjournments.

Even if you plan on attending the Annual Meeting in person, we encourage you to vote your shares in advance using one of shareholders (the “the methods described in this Proxy Statement to ensure that your vote will be represented at the Annual Meeting”) to be held on Friday, February 28, 2014 at 9:00 a.m. Pacific Standard Time, and at any postponement(s) or adjournment(s) thereof. Meeting.

These materials were first sent or made available to shareholders on January 10, 2014. You are invited to attend the Annual Meeting and are requested to vote on the proposals described in this proxy statement (the “Proxy Statement”). The Annual Meeting will be held in Building 4 of the Company’s principal executive offices located at the address shown above.6, 2017.

What is included in these proxy materials?

These materials include:

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

What items will be voted on at the Annual Meeting?

The Company is aware of 12 items that shareholders may vote on at the Annual Meeting. Eleven items are listed on the Company’s proxy card, including four shareholder proposals (No. 8, No. 9, No. 10, and No. 11) that will only be voted upon if properly presented at the Annual Meeting. One additional shareholder proposal, as described in the next question, also may be presented for a vote at the Annual Meeting. The following items are each listed on the Company’s proxy card:

1

Will any other business be conducted at the meeting?

An eligible shareholder has notified us of his intent to propose a resolution at the Annual Meeting that, if approved, would, among other things, ask the Board “to enact a policy to use technical methods and other best practices to protect user data.” This shareholder proposal is referred to as the “Floor Proposal.” The Company knows of no other matters to be submitted to the shareholders at the Annual Meeting, other than the proposals referred to in this| 2017 Proxy Statement and the possible submission of the Floor Proposal.

The Floor Proposal was not submitted under Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the shareholder did not seek to have the Floor Proposal included in this Proxy Statement. Accordingly, the Floor Proposal may be presented at the meeting but is not included in this Proxy Statement. If the Floor Proposal is presented at the Annual Meeting, then to the extent permitted by applicable rules, the proxy holders will have, and intend to exercise, discretionary voting authority under Rule 14a-4(c) under the Exchange Act to vote AGAINST the Floor Proposal. If any other matters properly come before the shareholders at the Annual Meeting, it is the intention of the persons named on the proxy to vote the shares represented thereby on such matters in accordance with their best judgment.

What are the Board’s voting recommendations?

The Board recommends that you vote your shares:

2| 6

Where are the Company’s principal executive offices located and what is the Company’s main telephone number?

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

What is the Company’s fiscal year?

The Company’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 the Company’s fiscal calendar.

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

Pursuant to rules adopted by the SEC, the CompanyApple uses the Internetinternet as the primary means of furnishing proxy materials to shareholders. Accordingly, the Company isWe are sending a Notice of Internet Availability of Proxy Materials (the “Notice”“Notice of Internet Availability”) to the Company’s shareholders. Allour shareholders will have the ability to access the proxy materials on the website referred to in the Notice or request a printed set of the proxy materials. Instructionswith instructions on how to access the proxy materials over the Internetonline or to request a printed copy of the materials.

Shareholders may be foundfollow the instructions in the Notice. In addition, shareholders may requestNotice of Internet Availability to elect to receive future proxy materials in printed formprint by mail or electronically by email on an ongoing basis. The Company encouragesemail. We encourage shareholders to take advantage of the availability of the proxy materials on the Internetonline to help reduce the environmental impact of itsour annual meetings, and the cost to the Company associated with the physicalreduce Apple’s printing and mailing of materials.costs.

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

3

I share an address with another shareholder, and we received only one paper copy of the proxy materials. How maycan I obtain an additional copy of the proxy materials?

The CompanyApple has adopted an SEC-approveda procedure called “householding.” Under this procedure, the Company deliversApple may deliver a single copy of the Notice of Internet Availability and, if applicable,you requested printed versions by mail, this Proxy Statement and the Annual Report to multiple shareholders who share the same address, unless the CompanyApple has received contrary instructions from one or more of the shareholders. This procedure reduces the Company’senvironmental impact of our annual meetings, and reduces Apple’s printing and mailing costs, and the environmental impact of its annual meetings.costs. Shareholders who participate in householding will continue to be able to access and receive separate proxy cards. Upon written or oral request, the CompanyApple will deliver promptly a separate copy of the Notice of Internet Availability and, if applicable,you requested printed versions by mail, this Proxy Statement and the Annual Report to any shareholder at a shared addressthat elects not to which the Company delivered a single copy of any of these documents.participate in householding.

To receive, free of charge, a separate copy of the Notice of Internet Availability and, if applicable,you requested printed versions by mail, this Proxy Statement or the Annual Report, shareholdersor separate copies of any future notice, proxy statement, or annual report, you may write or call the CompanyApple at the following: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” (as described below) may contact their brokerage firm, bank, broker-dealer, or other similar organization to request information about householding.

How can I get electronic access to the proxy materials?

The Notice will provide you with instructions regarding how to use the Internet to:

The Company’s proxy materials are also available at www.apple.com/investor. This website address is included for reference only. The information contained on the Company’s website is not incorporated by reference into this Proxy Statement.

Choosing to receive future proxy materials by email will save the Company the cost of printing and mailing documents to you and will reduce the impact of the Company’s annual meetings on the environment. If you choose to receive future proxy materials by email, you will receive an email message next year with instructions containing a link to those materials and a link to the proxy voting website. Your election to receive proxy materials by email will remain in effect until you terminate it.

Who may vote at the Annual Meeting?

Each share of the Company’s common stock has one vote on each matter. Only shareholders of record as of the close of business on December 30, 2013 (the “Record Date”) are entitled to receive notice of, to attend, and to vote at the Annual Meeting. As of the Record Date, there were 892,553,950 shares of the Company’s common stock issued and outstanding, held by 26,522 holders of record. In addition to shareholders of record of the Company’s common stock, beneficial owners of shares held in street name as of the Record Date can vote using the methods described below.

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 the Company’s transfer agent, Computershare Investor Services, LLC (“Computershare”), you are considered the shareholder of record with respect to those shares, and the Notice was sent directly to you by the Company.

4

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,” and a Notice was forwarded to you by that organization. As a beneficial owner, you have the right to instruct your broker, bank, trustee, or nominee how to vote your shares.

If I am a shareholder of record of the Company’s shares, how do I vote?

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

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. You must also bring valid picture identification such as a driver’s license or passport. 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.

5

What is the quorum requirement for the Annual Meeting?

AHolders 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 you:if:

quorum is present. If a quorum is not present, we may propose to adjourn the Annual Meeting to solicit additional proxies.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.Record. If you are a shareholder of record and you:

then the persons named as proxy holders, Peter OppenheimerLuca 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 the proxy holdersthey may determine in their discretionbest judgment with respect to any other matters properly presented for a vote at the Annual Meeting, including the Floor Proposal.Meeting.

Beneficial Owners of Shares Held in Street Name.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 under applicable rules, 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:

If the organization that holds your shares does not receive instructions from you 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 thisthe matter with respect to your shares. This is generally referred to as a “broker non-vote.”

Which ballot measures are considered “routine” or “non-routine”?

The election of directors (Proposal No. 1), the other proposals for the amendment of the Company’s Articles (Proposal No. 2, and No. 3), the non-binding advisory resolution approving the Company’s executive compensation (Proposal No. 6), the proposal to approve the Apple Inc. 2014 Employee Stock Plan (Proposal No. 7), and the five shareholder proposals (Proposals No. 8, No. 9, No. 10, No. 11, and the Floor Proposal) are considered non-routine matters under applicable rules. A broker or other nominee cannot vote without instructions on non-routine matters, and therefore Therefore, broker non-votes may exist in connection with Proposal No. 1 and Proposals No. 13 through No. 3, Proposals No. 6 through No. 11, and the Floor Proposal.9.

The proposal to amend the Company’s Articles to establish a par value for the Company’s common stock of $0.00001 per share (Proposal No. 4) and the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2014 (Proposal No. 5) are each considered routine matters under applicable rules. A broker or other nominee may generally vote on routine matters, and therefore no broker non-votes are expected to exist in connection with Proposals No. 4 and No. 5.

6

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

With respect to the election of directors (Proposal No. 1), the Company announced at the 2012 annual meeting of shareholdersApple’s bylaws provide that, the Board had unanimously adopted a policy providing for majority voting in an uncontested elections of directors. An “uncontested election of directors” means an election of directors, in which, at the expiration of the time fixed pursuant to the Company’s bylaws requiring advance notice of director candidates, the number of candidates for election does not exceed the number of directors to be elected by the shareholders at that election. Therefore, although the Company’s bylaws currently provide for plurality voting (where the candidates receiving the highest number of affirmative votes are elected), the Board’s majority voting policy will apply to the election taking place at the Annual Meeting.

Under plurality voting, the eight nominees receiving the highest number of affirmative votes would be elected as directors to serve until the next annual meeting of shareholders and until their successors are duly elected and qualified. However, pursuant to the Board’s majority voting policy, any nominee for election who does not receive the affirmative vote of (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 is required to elect a director. An “uncontested election of directors” means an election of directors in which the quorum will promptly submit his or her irrevocable offernumber of resignationcandidates for election does not exceed the number of directors to be elected by the Secretaryshareholders at that election.

Approval of the Company in writing, subject only to the Board’s acceptance of that offer of resignation in accordance with the Board’s policies and procedures.

Amending the Company’s Articles (Proposals No. 2, No. 3 and No. 4) and amending the Company’s bylaws (Proposal No. 8) each require the affirmative vote of a majority of the Company’s outstanding shares. If Proposal No. 2, is approved, then the Board will separately amend the Company’s bylaws at the meeting of the Board immediately following the Annual Meeting to adopt the majority voting standard in an uncontested election of directors set forth in California Corporations Code Section 708.5,Proposal No. 3, and that standard will apply to future uncontested elections of directors.

Approval of Proposals No. 5 through No. 7, No. 9 through No. 11, and the Floor Proposal 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 thea 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.

With respect toproposal (or, in the electioncase of directors (ProposalProposal No. 1), under plurality voting, broker4, votes for “1 Year,” “2 Years,” and “3 Years”). Broker non-votes and abstentions wouldwill have no effect on determining whether the nominees elected. However, under the majority voting policy adopted by the Company and described above, broker non-votes and abstentions, which have the same effect as “against” votes, could cause a nominee to fail to obtain the required affirmative vote of (i)constitutes a majority of the shares present or represented by proxy and voting at the Annual Meeting and (ii)(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 requirednecessary to constitute the quorum.

With respect to the proposals to amend the Company’s Articles (Proposals No. 2, No. 3, and No. 4) and the Company’s bylaws (Proposal No. 8),a quorum is also required for approval. Therefore, broker non-votes and abstentions could prevent the proposal from receiving the required affirmative voteelection of a majority ofdirector or the Company’s outstanding shares.

With respect to each of the other proposals, broker non-votes and abstentions could prevent the proposal from receiving the required affirmative vote of (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 the quorum.

In order to minimize the number of broker non-votes, the Company encourages you to vote or to provide voting instructions with respect to each proposal to the organization that holds your shares by carefully following the instructions provided in the Notice or voting instruction form.

7

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. Prior to the applicable cutoff time, you may change your vote using the Internet or telephone methods described above, in which case only your latest Internet or telephone proxy submitted prior to the Annual Meeting will be counted. You may also revoke your proxy and change your vote by signing and returning a new proxy card or voting instruction form dated asapproval of a later date, or by attending the Annual Meeting and voting in person. However, your attendance at the Annual Meeting willproposal because they do not automatically revoke your proxy unless you properly vote at the Annual Meeting or specifically request that your prior proxy be revoked by delivering a written notice of revocation to the Company’s Secretary at 1 Infinite Loop, MS: 301-4GC, Cupertino, California 95014 prior to the Annual Meeting.count as affirmative votes.

Who will serve as the inspector of election?

A representative from Computershare will serve as the inspector of election.

Is my vote confidential?

Proxy instructions, ballots, and voting tabulations that identify individual shareholders are handled in a manner that protects your voting privacy. Your voteApple will not be disclosed either withindisclose the Companyproxy instructions or to third parties,ballots of individual shareholders, except:

Occasionally, shareholders provide written

Apple Inc. | 2017 Proxy Statement | 11

If you write comments on theiryour proxy cards, whichcard or ballot, the proxy card or ballot may be forwarded to the Company’sApple’s management and the Board.Board to review your comments.

Where can I find the voting results of the Annual Meeting?

Preliminary voting results will be announced at the Annual Meeting. Final voting results will be tallied by the inspector of election after the taking of the vote at the Annual Meeting. The CompanyApple will publish the final voting results in a Current Report on Form 8-K which the Company is required to filefiled with the SECSecurities and Exchange Commission (“SEC”) within four business days following the Annual Meeting.

Who is paying the costs of this proxy solicitation?

The Company is paying the costs of the solicitation of proxies. The Company has retained Georgeson Inc. to assist in obtaining proxies by mail, facsimile or email from brokerage firms, banks, broker-dealers or other similar organizations representing beneficial owners of sharesDirector Nominations and Other Matters for the Annual Meeting. We have agreed to a fee of approximately $40,000 plus out-of-pocket expenses. Georgeson Inc. may be contacted at (866) 828-4304.

The Company must also pay brokerage firms, banks, broker-dealers or other similar organizations representing beneficial owners of shares held in street name certain fees associated with:

8

In addition, certain of the Company’s directors, officers and regular employees, without additional compensation, may solicit proxies on the Company’s behalf in person, by telephone, or by electronic communication.

How can I attend the Annual Meeting?

Only shareholders as of the Record Date are entitled to attend the Annual Meeting. Admission will be on a first-come, first-served basis. Admission will begin at 7:30 a.m. Pacific Standard Time on the date of the2018 Annual Meeting and each shareholder must present valid picture identification such as a driver’s license or passport and, if asked, provide proof of stock ownership as of the Record Date. The use of mobile phones, pagers, recording or photographic equipment, tablets and/or computers is not permitted at the Annual Meeting.Shareholders

What is the deadline to propose actionsmatters for consideration or to nominate individuals to serve as directors atinclusion in the 2015proxy materials for the 2018 annual meeting of shareholders?

Requirements for Shareholder Proposals to Be Considered for Inclusion in the Company’s Proxy Materials. Proposals that a shareholder intends to present at the 2015 annual meeting of shareholders and wishes to be considered for inclusion in the Company’s proxy statement and form of proxy relating to the 2015 annual meeting of shareholdersThe proposal must be received no later thanon or prior to September 12, 2014.8, 2017. All proposals must comply with Rule 14a-8 under the Securities Exchange Act which lists the requirements for the inclusion of shareholder proposals in company-sponsored proxy materials. Shareholder proposals must be delivered to the Company’s Secretary by mail at 1 Infinite Loop, MS: 301-4GC, Cupertino, California 95014, or by email at shareholderproposal@apple.com.1934, as amended (the “Exchange Act”).

RequirementsWhat is the deadline to propose matters for Other Shareholder Proposals to Be Brought Before the 2015 Annual Meeting of Shareholders and Director Nominations. Notice of any proposal that a shareholder intends to presentconsideration at the 20152018 annual meeting of shareholders, but does not intend to have includedfor inclusion in the Company’s proxy statement and form of proxy relating to the 2015 annual meeting of shareholders, as well as any director nominations,materials?

The proposal must be delivered to the Company’s Secretary by mail at 1 Infinite Loop, MS: 301-4GC, Cupertino, California 95014, or by email at shareholderproposal@apple.com,received not earlier than the close of business on October 31, 20142017 and not later than the close of business on November 30, 2014.2017. The noticeproposal must be submitted by a shareholder of record and must set forth the information required by the Company’s bylaws with respect to each director nomination or other proposal that the shareholder intends to present at the 2015 annual meeting of shareholders.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.

9Apple Inc. | 2017 Proxy Statement | 12

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCEDirectors, Corporate Governance, and Executive Officers

Directors

Listed below are the Company’s eight directors. TheApple’s Board has nominated eachconsists of the Company’s directors for re-election at the Annual Meeting. Each director elected at the Annual Meeting will serve a one-year term. At the Annual Meeting, proxies cannot be voted for a greater number of individuals than the eight nominees named in this Proxy Statement. Each of the directors listed below has consented to serving as a nominee, being named in this proxy statement, and to serving if elected.

The Board comprises a diverse group of leaders in their respective fields. ManyMost of our directors have senior leadership experience at major domestic and multinational companies. In these positions, they have also gained significant and diverse management experience, including strategic and financial planning, public company financial reporting, compliance, risk management and leadership development. Many directorsThey 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. OtherIn 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 its Nominating and Corporate Governance Committee (the “Nominating Committee”“Nominating Committee”) believe the skills, qualities, attributes, and experience of theour directors provide the CompanyApple with business acumen and a diverse range of perspectives to engage each other and management to address effectively the Company’sApple’s evolving needs and represent the best interests of the Company’sApple’s shareholders. The biographies below 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.

William Campbellhas been Chairman of Intuit Inc. (“Intuit”) since August 1998 and was Chief Executive Officer and director of Intuit from 1994 until August 1998. Mr. Campbell has also been a director of GSV Capital Corp. since October 2012, and is Chair of the Board of Trustees of Columbia University and a director of The National Football Foundation & College Hall of Fame, Inc. Among other qualifications, Mr. Campbell brings to the Board executive leadership experience, including his service as a Chairman of a public company, together with extensive financial expertise and technological and industry experience.

Timothy Cook has been the Company’s Chief Executive Officer (the “CEO”) since August 2011 and was previously the Company’s Chief Operating Officer since October 2005. Mr. Cook joined the Company in March 1998 and served as Executive Vice President, Worldwide Sales and Operations from 2002 to 2005. In 2004, his responsibilities were expanded to include the Company’s Macintosh hardware engineering. From 2000 to 2002, Mr. Cook served as Senior Vice President, Worldwide Operations, Sales, Service and Support. From 1998 to 2000, Mr. Cook served as Senior Vice President, Worldwide Operations. Mr. Cook has served as a director of NIKE, Inc. since November 2005, where he has served on the Nominating and Corporate Governance Committee since September 2011 and on the Compensation Committee since November 2005, including as Chair of the

10

Compensation Committee since September 2011. He is also a director of The National Football Foundation & College Hall of Fame, Inc. Mr. Cook brings to the Board extensive executive leadership experience in the technology industry, including the management of worldwide operations, sales, service and support.

Millard Drexlerhas been Chairman and Chief Executive Officer of J.Crew Group, Inc. (“J.Crew”) since January 2003. Previously, Mr. Drexler was President and Chief Executive Officer of The Gap, Inc. (“The Gap”) from 1995 to September 2002, having previously served as President from 1987. Mr. Drexler also was a director of The Gap from November 1983 to October 2002. Mr. Drexler has served on the board of Warby Parker since September 2013 and on the board of Teach for America, Inc. since October 2011. Among other qualifications, Mr. Drexler brings to the Board executive leadership experience, including his service as a chief executive officer of a public company, along with extensive brand marketing experience.

Al Gore has served as Chairman of Generation Investment Management since 2004, and a partner of Kleiner Perkins Caufield & Byers since 2007. Mr. Gore also is Chairman of The Climate Reality Project and previously served as Executive Chairman of Current TV from 2002 to 2013. Mr. Gore was elected to the U.S. House of Representatives four times, to the U.S. Senate two times, and served two terms as Vice President of the United States. Among other qualifications, Mr. Gore brings to the Board executive leadership experience, a valuable and different perspective due to his extensive background in politics, government and environmental rights, along with experience in asset management and venture capital.

Robert Iger has served as Chairman and Chief Executive Officer of The Walt Disney Company (“Disney”) since March 2012, having previously served as President and Chief Executive Officer from October 2005, as President and Chief Operating Officer from January 2000 to October 2005, and as President of Walt Disney International and Chairman of the ABC Group from 1999 to January 2000. Prior to that, from 1974 to 1998, Mr. Iger held a series of positions with increasing responsibility at ABC, Inc. and its predecessor Capital Cities/ABC, Inc. Mr. Iger is a member of the board of directors of the National September 11 Memorial & Museum, the Lincoln Center for the Performing Arts, and the U.S.-China Business Council. Since June 2010, Mr. Iger has also served on the President’s Export Council. Among other qualifications, Mr. Iger brings to the Board executive leadership experience, including his service as a chief executive officer of a public company, along with extensive financial expertise and experience in international exports and brand marketing.

Andrea Jung is a senior advisor to the board of directors of Avon Products, Inc. (“Avon”), having previously served as Executive Chairman from April 2012 to December 2012, and as Chairman of the Board of Directors and Chief Executive Officer of Avon from September 2001 to April 2012. Prior to that, Ms. Jung had served as Chief Executive Officer of Avon since November 1999 and served as a member of the board of directors of Avon since January 1998. Ms. Jung has served as a member of the Supervisory Board of Daimler AG since April 2013 and has also been a director of General Electric Company since 1998, where she serves on the Management Development and Compensation Committee and the Nominating and Corporate Governance Committee and Science and Technology Committee. She also is a member of the New York Presbyterian Hospital Board of Trustees. Among other qualifications, Ms. Jung brings to the Board executive leadership experience, including her service as a chief executive officer of a public multinational company, along with extensive brand marketing and consumer products experience.

Arthur Levinson has been Chairman of Genentech, Inc. (“Genentech”) since September 1999, and a member of the Roche Holding Ltd. board of directors since March 2010. Dr. Levinson previously served as Chief Executive Officer of Genentech from July 1995 to April 2009. Dr. Levinson has also served as a director of F. Hoffman-La Roche Ltd since March 2010, where he serves on the Remuneration Committee, and in September 2013, was named the Chief Executive Officer of Calico LLC, a company focused on health, aging and well-being. Dr. Levinson is also Chairman of the Board of Amyris, Inc., and a director of NGM Biopharmaceuticals, Inc., and the Broad Institute of Harvard and MIT. Dr. Levinson also serves on the Board of Scientific Consultants of the Memorial Sloan-Kettering Cancer Center, on the Industrial Advisory Board of the California Institute for Quantitative Biomedical Research, on the Advisory Council for the Princeton University Department of Molecular Biology, and on the Advisory Council for the Lewis-Sigler Institute for Integrative Genomics. From

11

May 2009 to September 2013, Dr. Levinson served as an advisor to Genentech’s Research and Early Development center, and as a member of Genentech’s external advisory group, the Scientific Resource Board. Dr. Levinson previously served as a director of Google Inc. from April 2004 until October 2009. Among other qualifications, Dr. Levinson brings to the Board executive leadership experience, including his service as a chairman of a public company, along with extensive financial expertise and brand marketing experience.

Ronald Sugaris the retired Chairman of the Board and Chief Executive Officer of Northrop Grumman Corporation (“Northrop Grumman”). Dr. Sugar was Chairman of the Board and Chief Executive Officer of Northrop Grumman from 2003 until 2010 and President and Chief Operating Officer from 2001 until 2003. He was President and Chief Operating Officer of Litton Industries, Inc. from 2000 until the company was acquired by Northrop Grumman in 2001. He was earlier Chief Financial Officer of TRW Inc. Dr. Sugar has also been a director of Air Lease Corporation since 2010, of Amgen Inc. since July 2010, and of Chevron Corporation since April 2005. Dr. Sugar is a member of the National Academy of Engineering, trustee of the University of Southern California, director of the Los Angeles Philharmonic Association and national trustee of the Boys and Girls Clubs of America. Among other qualifications, Dr. Sugar brings to the Board executive leadership experience as a chairman and chief executive officer of a major public company, financial expertise as a former chief financial officer, understanding of advanced technology, and a global business perspective from his service on other boards.

Role of the Board; Corporate Governance Matters

The Board oversees the Company’s CEO and other senior management in the competent and ethical operation of the Company and assures that the long-term interests of the shareholders are being served. The Company’s Corporate Governance Guidelines are available at www.apple.com/investor.

The Board met a total of seven times during 2013. The Board has determined that all Board members, other than Mr. Cook, are independent under applicable rules of the Nasdaq Stock Market (“Nasdaq”) and the SEC.

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 the shareholders, and the Company’s overall corporate governance. The Board also believes the current separation of the Chairman and CEO roles allows the CEO to focus his time and energy on operating and managing the Company and leverages the Chairman’s experience and perspectives. The Board periodically reviews the leadership structure and may make changes in the future.

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 and all committee members are independent under applicable Nasdaq and SEC rules for committee memberships. The members of the committees are shown in the table below.

12

The Audit Committee is responsible primarily for assisting the Board in fulfilling its oversight responsibility of reviewing the financial information provided to shareholders and others, appointing the independent registered public accounting firm, reviewing the services performed by the Company’s independent registered public accounting firm and internal audit department, evaluating the Company’s accounting policies and the system of internal controls established by management and the Board, reviewing significant financial transactions, and overseeing enterprise risk management. The Audit Committee met a total of ten times during 2013.

The Compensation Committee is responsible primarily for reviewing the compensation arrangements for the Company’s executive officers, including the CEO, administering the Company’s equity compensation plans, and reviewing the Board’s compensation. The Compensation Committee’s authority to grant equity awards may not be delegated to the Company’s management or others. For a description of the Compensation Committee’s processes and procedures, including the roles of the Company’s executive officers and independent compensation consultants in the Compensation Committee’s decision-making process, see the section entitled “Compensation Discussion and Analysis” below. The Compensation Committee met a total of eight times during 2013.

The Nominating Committee assists theconsiders 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 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 is primarily responsible for oversight of corporate governance, including implementing the Company’s Corporate Governance Guidelines.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 proposedrecommended 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:

Apple Inc. | 2017 Proxy Statement | 13

Biographical Information for Our Director Nominees

The biographies below describe the skills, qualities, attributes, and experience of the nominees that led the Board and the Nominating Committee metto determine that it is appropriate to nominate these directors. Each of the eight nominees currently serves on the Board. In this section (“Directors, Corporate Governance, and Executive Officers—Directors”), references to particular years refer to the calendar year.

Apple Inc. | 2017 Proxy Statement | 14

Apple Inc. | 2017 Proxy Statement | 15

Apple Inc. | 2017 Proxy Statement | 16

Apple Inc. | 2017 Proxy Statement | 17

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 20132016, and after the end of the fiscal year, recommended to the full Board each of the current nominees for election to the Board.

The Audit Committee, Compensation Committee and Nominating Committee operate under written charters adopted by the Board. These charters are available at www.apple.com/investor.

During 2013, 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 (heldheld during the period for which such person has been a director)2016, and (ii) the total number of meetings held by all committeeseach committee of the Board on which such person served (duringduring 2016.

Board Leadership Structure

The Board believes its current leadership structure best serves the periodsobjectives 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 such person served)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.

There are no family relationships amongAudit Committee

The Audit Committee assists the Company’sBoard 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 directors.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 how the executive team managesteam’s management of the various risks confronting the CompanyApple 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 fulfilling its oversight responsibilities with regard to risks inherent in the Company’s business, including the identification, assessment, management, and monitoring of those risks, and risk management decisions, practices and activities of the Company, the Audit Committee is assisted by a Risk Oversight Committee consisting of key members of management, including the Company’s Chief Financial Officer and General Counsel. The Risk Oversight Committee reports regularly to the Audit Committee, and the Audit Committee makes periodic reports to the Board. See the Audit Committee’s Charter at www.apple.com/investor for more information about its risk oversight function.

13

In accordance with this responsibility, the Audit Committee monitors the Company’s majorApple’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’s oversight includes, among other things, (i) review of regularCommittee reviews reports from the Company’sApple’s Vice President of Corporate Information Security, General Counsel, Chief Compliance Officer, Director of Global Privacy,and Vice President of Internal Audit, and other members of the Risk Oversight Committee, which includeincluding updates on the Company’srisk management, Apple’s privacy program, and relevant legislative, regulatory, and technical developments;developments.

The Audit Committee is assisted by a Risk Oversight Committee consisting of key members of management, including Apple’s Chief Financial Officer and (ii) review of management’s report on the results of the Company’s annual privacy assessment. As with other matters,General Counsel. The Risk Oversight Committee reports regularly to the Audit Committee, which reports regularly discusses these topics withto the full Board.

While the Audit Committee has primary responsibility for overseeing enterprise risk management, each of the other Board committees also considers riskconsider risks within its areatheir areas of responsibility.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. The committee chairs periodically apprise the Board of significant risks and management’s response to those risks. 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 the Company’sApple’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. BonusesAnnual cash incentives are capped and payouts are formulaic and tied to overall corporatespecific company financial performance and also are a relatively small percentage of executive officers’ total compensation opportunities.metrics. The majority of compensation provided to the executive officers is in the form of long-termtime-based and performance-based equity awards that vest over several years and help further align executives’ interests with those of the Company’sApple’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 the Company’sApple’s stock price

Apple Inc. | 2017 Proxy Statement | 20

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

The Compensation Committee has also reviewed the Company’sApple’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 the Company.Apple. The Compensation Committee believes that the Company’sApple’s annual cash and long-term equity awards provide an effective and appropriate mix of incentives to help ensure the Company’sApple’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. In general, bonus opportunities for Company employees are capped, and the Company has discretion to reduce bonus payments (or pay no bonus) based on individual performance and any other factors it may determine to be appropriate in the circumstances. As with the compensation of the Company’s executive officers, a substantial portion of the compensation for employees generally is delivered in the form of equity awards that help further align the interests of employees with those of shareholders.

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)(l)(1) under the Exchange Act.

Code of Ethics

The CompanyApple has a code of ethics, “Business Conduct: The way we do business worldwide,” that applies to all employees, including the Company’sApple’s principal executive officer, principal financial officer, and principal accounting officer, as well as to the Board.Board, and to independent contractors, consultants, and others who do business with Apple. The code is available at www.apple.com/investor. The Companyinvestor.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 itsthe same website or by filing with the SEC a Current Report on Form 8-K.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.

14Apple Inc. | 2017 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 our Non-Employee Directors and each element of our Non-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 director compensation after its review of recommendations made byreviewing the Compensation Committee.Committee’s recommendation.

Cash Retainers. Non-Employee Directors receive an annual cash retainer of $100,000. In 2016, 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 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 each director’sNon-Employee Director’s annual retainer is in the form of equity. Under the Company’sApple’s 1997 Director Stock Plan (the “Director Plan”“Director Plan”), members of the Board who are not also Company employees (“Non-Employee Directors”) are granted restricted stock units (“RSUs”RSUs”) on the date of theeach annual meeting of shareholders (each, an “Annual RSU Award”“Annual Director Award”). TheAll Annual Director Awards vest on February 1 of the following year, subject to continued service on the Board through the vesting date. For 2016, the number of RSUs subject to each Annual RSUDirector Award iswas determined by dividing $250,000 by the per-shareper share closing price of the Company’sApple’s common stock on the date of grant (roundedand rounding to the nearest whole share). All Annual RSU Awards to directors will vest on February 1 of the year following the year in which the award is granted, subject to continued service on the Board.share.

A Non-Employee Director who is newly appointed to the Board other than in connection with an annual meeting of shareholders will generally also receive a grant of RSUs upon appointment (an “Initial RSU Award”“Initial Director Award”), except that a Non-Employee Director who joins the Board after February 1 of a particular year and prior to the annual meeting for that year will not receive an Initial RSUDirector Award. The number of RSUs subject to each Initial RSUDirector Award is determined in the same manner as described above for Annual RSUDirector Awards, but the grant-dategrant date fair value of the award is proratedpro-rated based on the portion of the year that has passed since the last annual meeting. Initial RSUDirector Awards willare scheduled to vest on the vesting date established fornext February 1 following the Annual RSU Awards made at the last annual meeting prior to the date on which the Non-Employee Director joined the Board.award.

Non-Employee Directors do not have the right to vote or dispose of the RSUs subject to these awards. If the CompanyApple pays an ordinary cash dividend on its common stock, each RSU award granted under the Director Plan will be credited with an amount equal to the per-shareper share cash dividend paid by the Company,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 Director 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.

Non-Employee Directors receive a $50,000 annual retainer. The Chairman ofEquipment Program. Apple has an equipment program for the Board Dr. Levinson, receives an additional annual retainerunder which each Non-Employee Director is eligible to receive, upon request and free of $200,000; the Chair of the Audit Committee, Dr. Sugar, receives an additional retainer of $25,000; the Chair of the Compensation Committee, Ms. Jung, receives an additional annual retainer of $20,000; and the Chair of the Nominating Committee, Mr. Campbell, receives an additional annual retainer of $15,000. All retainers are paid in quarterly installments. Other than the additional annual retainers paid to the Chaircharge, one of each committeenew product introduced by Apple, and the Chairman of the Board, directorsis eligible to purchase additional equipment at a discount.

Non-Employee Directors do not receive any additionalother compensation for serving as Chairon any committee or member of any committee.attending Board or committee meetings.

In February 2013, the Company adoptedStock Ownership Guidelines. Apple has stock ownership guidelines applicable to the Company’sfor our CEO, executive officers, and Non-Employee Directors. Under the guidelines, Non-Employee Directors are expected to own shares of CompanyApple 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, or owned jointly with or separately by the individual’s spouse, or held in trust for the benefit of the individual, the individual’s

Apple Inc. | 2017 Proxy Statement | 24

spouse or children. Each individualNon-Employee Director is expectedrequired to satisfy the stock ownership guideline applicable to them by November 12, 2017, or within five years after first becoming subject to the guidelines. Each ofOther than Mr. Bell, who joined the Company’s directorsBoard in October 2015, each Non-Employee Director has already satisfied the stock ownership guidelines.

In addition, under the Company’s Board of Directors Equipment Program, each Non-Employee Director is eligible to receive, upon request and free of charge, one of each new product introduced by the Company, and is eligible to purchase additional equipment at a discount.

15

Director Compensation—20132016

The following table shows information regarding the compensation earned or paid during 20132016 to Non-Employee Directors who served on the Board during the year. The compensation paid to Mr. Cook is shown under “Executive Compensation” in the table entitled “Summary Compensation Table—2013, 2012,2016, 2015, and 2011”2014” and the related explanatory tables. Mr. Cook does not receive any compensation for his service as a member of the Board.