Independentcompensationconsultant | | The Compensation Committee directly retains an independent compensation consultant that performs no services for Apple other than services industries that, in the Compensation Committee’s view, compete with Apple for talent. The threshold revenue and market capitalization requirements for a company to be considered for the primary peer group for 2019 were $15 billion and $35 billion, respectively. A secondary peer group of premier companies that have iconic brands or are industry or category leaders, rely on significant research and development and innovation for growth, and require highly-skilled human capital was also developed as an additional reference set for the Compensation Committee.
Based on the above criteria, Visa was added to the primary peer group and Pfizer and UnitedHealth Group were added to the secondary peer group for 2019.
The chart below lists the companies in the primary and secondary peer groups. References in this Compensation Discussion and Analysis to peer companies include both the primary and the secondary peer group companies.
| | | | | | | Primary Peer Group
| | Secondary Peer Group
| Alphabet
| | IBM
| | 3M
| Amazon
| | Intel
| | American Express
| AT&T
| | Microsoft
| | Boeing
| Charter
| | Oracle
| | Coca-Cola
| Cisco Systems
| | Qualcomm
| | General Electric
| Comcast
| | Time Warner
| | Johnson & Johnson
| Disney
| | Twenty-First Century Fox
| | Nike
| Facebook
| | Verizon
| | PepsiCo
| | | Visa
| | Pfizer
| | | | | Procter & Gamble
| | | | | UnitedHealth Group
|
The Compensation Committee’s executive compensation determinations are subjective and the result of the Compensation Committee’s business judgment, which is informed by the experience of the members of the Compensation Committee and, as described above, input provided by its independent compensation consultant, our CEO (other than with respect to his own compensation), and shareholders. The Compensation Committee also considers peer group data provided by the Compensation Committee’s independent compensation consultant and reviews compensation practices and program design at peer companies to inform its decision-making process so it can set total compensation levels that it believes are commensurate with the relative size, scope, and performance of Apple. The Compensation Committee, however, does not set compensation components to meet specific benchmarks as compared to peer companies, such as targeting salaries at a specific market percentile.
Apple Inc. | 2020 Proxy Statement | 33
2019 Named Executive Officer Compensation
Our executive compensation program is designed to motivate and reward exceptional performance in a straightforward and effective way, while also recognizing the remarkable size, scope, and success of Apple’s business. The compensation of our named executive officers has three primary components: annual base salary, annual cash incentive, and long-term equity awards.
2019 Annual Base Salary. Base salary is a customary, fixed element of compensation intended to attract and retain executives. When setting the annual base salaries of our named executive officers, the Compensation Committee considers market data provided by its independent compensation consultant, internal pay equity, and Apple’s financial results and size relative to peer companies. The annual base salaries for Ms. Adams, Ms. Ahrendts, Mr. Maestri, and Mr. Williams remained at $1 million for 2019, and Ms. O’Brien’s annual base salary was set at $1 million when she was promoted to her current role. Mr. Cook’s annual base salary remained at $3 million for 2019.
2019 Annual Cash Incentive. Our annual cash incentive program is a variable,at-risk component of our named executive officers’ compensation that is aligned with Apple’s annual financial results. Net sales and operating income, as determined in accordance with generally accepted accounting principles, are used as the performance measures for the annual cash incentive program because they reflect commonly recognized measures of overall company performance and profitability and are drivers of shareholder value creation.
The annual cash incentive program provides payout opportunities based on the achievement ofpre-determined financial goals that require our named executive officers to meet high standards of performance to receive a payout. Annual cash incentive payouts are determined based on an equal weighting for the net sales and operating income measures and are linearly interpolated for achievement between threshold, target, and maximum goals, as approved by the Compensation Committee. The target payout opportunity is 200% of each named executive officer’s annual base salary. If both of the threshold performance levels are reached, the total payout opportunity is 50% of the target payout opportunity, and if both of the maximum performance levels are reached, the payout opportunity is capped at 200% of the target payout opportunity. There is no payout for a particular performance measure unless the threshold goal is achieved with respect to that measure. The Compensation Committee may, in its discretion, reduce the actual payout of any individual’s annual cash incentive based on Apple’s performance and the Compensation Committee’s subjective assessment of the named executive officer’s overall performance.
The Compensation Committee establishes threshold, target, and maximum performance goals under the annual incentive program based on factors relevant to the fiscal year. The Compensation Committee also considers prior years’ financial results as a reference point, but focuses on setting goals that reflect current business conditions and drive an appropriatepay-for-performance outcome. When setting the goals for 2019, the Compensation Committee considered many factors, including, but not limited to, the macroeconomic environment, trade conditions, foreign exchange headwinds, long-term strategic investments, alignment between appropriate payout opportunities and performance levels, and the level of performance required by our named executive officers to deliver against the goals.
Apple Inc. | 2020 Proxy Statement | 34
For 2019, the Compensation Committee established threshold goals that represented the minimum level of achievement for a named executive officer to receive an annual cash incentive payout. The target goals represented a level of performance that would be challenging to achieve based on the considerations noted above, but also representing strong financial performance commensurate with the target payout opportunity. The maximum goals represented exceptional financial performance. Accordingly, the performance goals under the 2019 annual cash incentive program were as follows:
| | | | | | | | | | | | | | | | | | | Threshold | | | Target | | | Maximum | | | | | | Net Sales | | | $246.3B | | | | $256.6B | | | | $274.3B | | | | | | Operating Income | | | $56.8B | | | | $60.1B | | | | $70.9B | |
We reported net sales of $260.2 billion and operating income of $63.9 billion for 2019, which exceeded the target goal for each performance measure and resulted in a combined attainment of 128% of the target payout opportunity under the annual cash incentive program. The charts below illustrate the year-over-yearpay-for-performance alignment of our annual cash incentive program relative to our net sales and operating income results for each of the last three years.
| | | | | | | Net Sales
Results ($B)
| | Operating Income
Results ($B)
| | Annual Cash Incentive
Payout as a % of Target
| | |
 
Back to Contents Compensation Committee ReportThe Compensation Committee determined that no downward adjustmentshas reviewed and discussed with management the disclosures contained in the “Compensation Discussion and Analysis.” Based on this review and discussion, the Compensation Committee recommended to the payouts wouldBoard that the section entitled “Compensation Discussion and Analysis” be made based on Apple’s 2019 performance andincluded in this Proxy Statement for the individual contributions Annual Meeting. Membersof our named executive officers, and approved bonus payouts equal to 128% of the target payout opportunity for each of Mr. Cook, Ms. Adams, Mr. Maestri, and Mr. Williams. Ms. O’Brien’s total payout was adjusted to reflect hermid-year promotion to her current role. Ms. Ahrendts departed Apple during the fiscal year and was not eligible to receive a payout under the annual cash incentive program for 2019.CompensationCommittee
AndreaJung(Chair)|AlGore|ArtLevinson
Apple Inc. | 2020 Proxy Statement | 35
Long-Term Equity Awards
The equity component of our named executive officers’ compensation emphasizes long-term shareholder value creation through performance-based and time-based RSU awards.
Performance-Based RSUs. RSU awards with performance-based vesting are a substantial,at-risk component of our named executive officers’ compensation tiedBack to Apple’s long-term performance. The number of performance-based RSUs that vests depends on Apple’s total shareholder return relative to the other companies in the S&P 500 (“Relative TSR”) for the performance period. The Compensation Committee chose Relative TSR as a straightforward and objective metric to evaluate our performance against the performance of other companies and to align the interests of our named executive officers with the interests of our shareholders in creating long-term value.Contents
We measure Relative TSR for the applicable performance period based on the change in each company’s stock price during that period, taking into account any dividends paid during that period, which are assumed to be reinvested in the stock. A20-trading-day averaging period is used to determine the beginning and ending stock price values used to calculate the total shareholder return of Apple and the other companies in the S&P 500. This averaging period mitigates the impact on the long-term Relative TSR results ofone-day or short-term stock price fluctuations at the beginning or end of the performance period. The change in value from the beginning to the end of the period is divided by the beginning value to determine total shareholder return.
Time-Based RSUs. RSU awards with time-based vesting align the interests of our named executive officers with the interests of our shareholders by promoting the stability and retention of a high-performing executive team over the longer term. Vesting schedules for time-based awards generally require continuous service over multiple years, as described below.
Mr. Cook’s Long-Term Equity Award
Mr. Cook last received an equity award when he was promoted to CEO in 2011 (the “2011 RSU Award”). At Mr. Cook’s request, the 2011 RSU Award was significantly modified in 2013 to put a portion of the award at risk through a performance condition based on Apple’s Relative TSR performance. The performance condition requires Apple to outperformtwo-thirds of the companies that were included in the S&P 500 for the entirety of each performance period in order for 100% of the performance-based RSUs allocated to that period to vest. The 2011 RSU Award has only downside risk to Mr. Cook. It does not contain any upside vesting opportunity above 100%, and there is no interpolation for results between the Relative TSR percentile levels set forth below.
Apple Inc. | 2020 Proxy Statement | 36
For the three-year performance period from August 25, 2016 through August 24, 2019, 280,000 performance-based RSUs were subject to the Relative TSR performance condition. As shown in the table below, Apple’s Relative TSR for the three-year performance period was at the 90th percentile of the companies that were included in the S&P 500 for the entire performance period. As a result, 100% of the 280,000 performance-based RSUs vested on August 24, 2019. Apple’s total shareholder return during this period was 100.20%.
| | | | | | | | | | Relative TSR Percentile Ranking
for Three-Year Performance Period
| | TSR Results
for Three-Year Performance Period | | | | Apple | | 90th Percentile | | 100.20% | S&P 500
Companies
| | Top Third
| | ≥ 52.59%
| | Middle Third
| | 18.25% – 52.58%
| | Bottom Third
| | <18.25%
|
Other Named Executive Officers’ Long-Term Equity Awards
In 2019, the Compensation Committee granted performance-based and time-based RSUs to Ms. Adams, Ms. Ahrendts, Mr. Maestri, Ms. O’Brien, and Mr. Williams (the “2019 RSU Awards”). All unvested RSUs granted to Ms. Ahrendts, including the 2019 RSU Awards, were canceled upon her departure from Apple.
2019 Performance-Based RSU Awards. The performance-based RSUs awarded to Ms. Adams, Ms. Ahrendts, Mr. Maestri, and Mr. Williams were granted on September 30, 2018, which was the first day of Apple’s 2019 fiscal year and the first day of the performance period applicable to the awards. These awards have a three-fiscal-year performance period from the beginning of 2019 through the end of 2021. As described above, all unvested RSUs granted to Ms. Ahrendts were canceled upon her departure from Apple. The performance-based RSUs awarded to Ms. O’Brien were granted on February 5, 2019 in connection with her promotion to Senior Vice President, Retail + People, and have a performance period from that grant date through the end of 2021.
Similar to the methodology used in 2018, the target number of performance-based RSUs granted to Ms. Adams, Ms. Ahrendts, Mr. Maestri, and Mr. Williams was determined by dividing $10 million by the closing stock price on the date of grant. The target number of performance-based RSUs granted to Ms. O’Brien was determined based on her mid-year promotion date. The grant date fair values for these awards are reported in the table entitled “Summary Compensation Table – 2019, 2018, and 2017.”
Apple Inc. | 2020 Proxy Statement | 37
Between zero and 200% of the target number of performance-based RSUs will vest on October 1, 2021, subject to continued employment through that date, depending on Apple’s Relative TSR percentile ranking for the applicable performance period, as follows:
| | | Relative TSR Percentile v.
S&P 500 Companies
| | Performance-Based RSUs Vesting
As a Percentage of Target
| | | 85th Percentile or above
| | 200%
| | | 55th Percentile
| | 100%
| | | 25th Percentile
| | 25%
| | | Below 25th
| | 0%
|
If Apple’s total shareholder return for the performance period is negative, the number of performance-based RSUs that will vest is capped at 100% of the target number of performance-based RSUs regardless of our percentile ranking. If Apple’s Relative TSR percentile ranking is above the 25th percentile and between the other levels shown in the table above, the portion of the performance-based RSUs that will vest is linearly interpolated between the two nearest vesting percentages.
2019 Performance-Based RSU Payout Results. During 2019, Ms. Ahrendts, Mr. Maestri, and Mr. Williams each vested in performance-based RSUs that were granted on October 5, 2015. Similar to the design of the 2019 RSU Awards described above, between zero and 200% of the target number of these performance-based RSUs were scheduled to vest based on Apple’s Relative TSR percentile ranking for the applicable performance period, with a maximum 200% vesting for performance at or above the 85th percentile. For the three-year performance period from the beginning of 2016 through the end of 2018, Ms. Ahrendts, Mr. Maestri, and Mr. Williams each vested in 130,528 performance-based RSUs, representing 200% of the target number of performance-based RSUs. As shown in the table below, Apple’s Relative TSR was at the 89th percentile of the companies that were included in the S&P 500 for the three-year performance period, and Apple’s total shareholder return during this period was 107.36%.
| | | | | | | | | | Relative TSR Percentile Ranking
for Three-Year Performance Period
| | TSR Results
for Three-Year Performance Period
| | | | Apple | | 89th Percentile | | 107.36% | S&P 500
Companies | | 85th Percentile
| | 99.31%
| | 55th Percentile
| | 47.86%
| | 25th Percentile
| | 13.81%
| | Below 25th
| | <13.81%
|
Apple Inc. | 2020 Proxy Statement | 38
2019 Time-Based RSU Awards. The time-based RSUs awarded to Ms. Adams, Ms. Ahrendts, Mr. Maestri, and Mr. Williams were granted on September 30, 2018, which was the first day of Apple’s 2019 fiscal year. The number of time-based RSUs granted to each of these named executive officers was determined by dividing $10 million by the closing stock price on the date of grant. The number of time-based RSUs granted to Ms. O’Brien was determined based on her mid-year promotion date. The grant date fair values for these awards are reported in the table entitled “Summary Compensation Table – 2019, 2018, and 2017.”
The time-based RSUs granted to Ms. Adams, Ms. Ahrendts, Mr. Maestri, and Mr. Williams vest over approximately four andone-half years, with three equal installments vesting annually commencing on April 1, 2021 (approximately two andone-half years following the grant date), subject to continued employment through each vesting date. The April vesting dates for the time-based RSUs were selected to balance the October vesting of the performance-based RSUs and provide regular vesting intervals. As described above, all unvested RSUs granted to Ms. Ahrendts were canceled upon her departure from Apple. The time-based RSUs granted to Ms. O’Brien on February 5, 2019, the date she was promoted to her current role, vest over four andone-half years, with three equal installments vesting annually commencing on August 5, 2021, subject to continued employment through each vesting date.
Dividend Equivalents
At Mr. Cook’s request, none of his RSUs participate in dividend equivalents. All other RSUs granted to employees have dividend equivalent rights, which entitle RSU holders to the same dividend value per share as our shareholders. Dividend equivalents are subject to the same vesting and other terms and conditions as the corresponding RSUs. Dividend equivalents are accumulated and paid when the underlying RSUs vest.
Other Benefits
Our named executive officers are eligible to participate in our health and welfare programs, Employee Stock Purchase Plan, 401(k) plan, charitable gift matching program, vacationcash-out program, and other benefit programs on the same basis as other employees.
Security and Private Aircraft. We provide risk-based, business-related and personal security services to our employees, including our named executive officers, as determined to be appropriate by our security team. We consider the security measures provided to our named executive officers to be reasonable and necessary expenses for the benefit of Apple and not a personal benefit. However, in accordance with SEC disclosure rules, the aggregate incremental cost of these services is reported in the table entitled “Summary Compensation Table – 2019, 2018, and 2017.”
In the interests of security and efficiency based on our global profile and the highly visible nature of Mr. Cook’s role as CEO, the Board requires that Mr. Cook use private aircraft for all business and personal travel. Mr. Cook recognizes imputed taxable income and is not provided a tax reimbursement for personal use of private aircraft.
Relocation Assistance. Relocation assistance, including agross-up for taxable relocation benefits, is provided to employees when necessary based on business needs. Ms. Adams was provided relocation assistance to move closer to Apple’s headquarters in connection with her hiring. Ms. Adams had 18 months from her date of hire to complete her relocation, and the portion of her relocation expenses incurred in 2019 is reported in the table entitled “Summary Compensation Table – 2019, 2018, and 2017.”
Apple Inc. | 2020 Proxy Statement | 39
Governance and Other Considerations
Tax Deductibility of Compensation Expense. Section 162(m) of the Internal Revenue Code generally places a $1 million limit on the amount of compensation a publicly held company can deduct in any tax year on compensation paid to “covered employees.” Prior to the passage of the 2017 Tax Cuts and Jobs Act, performance-based compensation paid to our “covered employees,” such as annual cash incentives and performance-based RSUs, was generally excluded from this $1 million deduction limit. As a result of changes in the tax law, this previously-available exclusion for performance-based compensation is generally no longer available after 2018. The Compensation Committee considers tax deductibility as one of many factors in determining executive compensation, including the impact of these tax law changes. However, the Compensation Committee retains discretion to award compensation that it determines to be consistent with the goals of our executive compensation program even if such compensation is not tax deductible by Apple and to modify compensation that was initially intended to be tax deductible if it determines that such modifications are consistent with Apple’s business needs. Thus, executive compensation arrangements may not be tax deductible or, if initially intended to be tax deductible, may not actually receive this treatment.
Compensation Clawback. The terms of all outstanding RSU awards held by our named executive officers allow us to recoup any shares or other amount that may be paid in respect of RSUs in the event the individual engages in certain acts of misconduct. Effective for 2020, the Compensation Committee has extended its compensation recoupment policy to the annual cash incentives awarded to our named executive officers. Apple may recover compensation in the event the named executive officer commits a felony while employed by Apple or, while employed by Apple or at any time thereafter, the individual engages in a breach of confidentiality, materially breaches any agreement with Apple, commits an act of theft, embezzlement or fraud, or if Apple is required to prepare an accounting restatement as a result of the named executive officer’s misconduct.
Prohibition on Hedging, Pledging, and Short Sales. We prohibit short sales, hedging, and transactions in derivatives of Apple securities for all Apple personnel, including directors, officers, employees, independent contractors and consultants. In addition, we prohibit pledging of Apple stock as collateral by directors and executive officers of Apple. We allow for certain portfolio diversification transactions, such as investments in exchange funds.
Stock Ownership Guidelines. Under our stock ownership guidelines, Mr. Cook is expected to own shares of Apple stock that have a value equal to 10 times his annual base salary. All other executive officers are expected to own shares that have a value equal to three times their annual base salary within five years of the officer first becoming subject to the guidelines. Each executive officer currently holds shares in excess of these guidelines. Shares may be owned directly by the individual, owned jointly with or separately by the individual’s spouse, or held in trust for the benefit of the individual, the individual’s spouse, or the individual’s children.
Risk Considerations. In establishing and reviewing Apple’s executive compensation program, the Compensation Committee considers whether the program encourages unnecessary or excessive risk-taking and has concluded that it does not. See the section entitled “Corporate Governance–Board Oversight of Risk Management” above for an additional discussion of risk considerations.
Apple Inc. | 2020 Proxy Statement | 40
Executive Compensation Tables
Summary Compensation Table – 2019, 2018,Table—2022, 2021, and 2017
2020The following table, footnotes, and related narrative show information regarding the total compensation of each named executive officer for 2019, 2018,2022, 2021, and 2017, except in the case of Ms. Adams and Mr. Williams who were not named executive officers in 2017, and Ms. O’Brien who was not a named executive officer in 2018 or 2017.2020. Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock
Awards(1) ($) | Non-Equity
Incentive Plan Compensation(2) ($) | All Other Compensation ($) | | Total ($) | Tim Cook Chief Executive Officer | 2022 | 3,000,000 | — | 82,994,164 | 12,000,000 | 1,425,933 | (3) | 99,420,097 | 2021 | 3,000,000 | — | 82,347,835 | 12,000,000 | 1,386,559 | | 98,734,394 | 2020 | 3,000,000 | — | — | 10,731,000 | 1,038,259 | | 14,769,259 | Luca Maestri Senior Vice President, Chief Financial Officer | 2022 | 1,000,000 | — | 22,132,015 | 4,000,000 | 19,783 | (4) | 27,151,798 | 2021 | 1,000,000 | — | 21,959,620 | 4,000,000 | 18,883 | | 26,978,503 | 2020 | 1,000,000 | — | 21,657,687 | 3,577,000 | 18,583 | | 26,253,270 | Kate Adams Senior Vice President, General Counsel and Secretary | 2022 | 1,000,000 | — | 22,132,015 | 4,000,000 | 15,208 | (5) | 27,147,223 | 2021 | 1,000,000 | — | 21,959,620 | 4,000,000 | 14,533 | | 26,974,153 | 2020 | 1,000,000 | — | 21,657,687 | 3,577,000 | 14,310 | | 26,248,997 | Deirdre O’Brien Senior Vice President, Retail + People | 2022 | 1,000,000 | — | 22,132,015 | 4,000,000 | 19,783 | (6) | 27,151,798 | 2021 | 1,000,000 | — | 21,959,620 | 4,000,000 | 61,191 | | 27,020,811 | 2020 | 1,000,000 | — | 21,657,687 | 3,577,000 | 37,684 | | 26,272,371 | Jeff Williams Chief Operating Officer | 2022 | 1,000,000 | — | 22,132,015 | 4,000,000 | 18,337 | (7) | 27,150,352 | 2021 | 1,000,000 | — | 21,959,620 | 4,000,000 | 17,437 | | 26,977,057 | 2020 | 1,000,000 | — | 21,657,687 | 3,577,000 | 17,137 | | 26,251,824 | (1) The grant date fair value for time-based RSUs is measured in accordance with FASB ASC 718 and based on the closing price of Apple’s common stock on the date of grant. The grant date fair value for performance-based RSUs is calculated using a Monte-Carlo model for each award on the date of grant, as determined under FASB ASC 718 based on the probable outcome of the performance condition as of the grant date. The grant date fair value for each award may differ based on the applicable data, assumptions, and estimates used in the model. See footnote 1 to the table entitled “Grants of Plan-Based Awards—2022.” (2) As described under “Executive Compensation—Compensation Discussion and Analysis,” the named executive officers’ annual cash incentives are based on the performance of Apple relative to predetermined financial goals for the year and the performance of the individual named executive officer. The threshold, target, and maximum payout amounts for each named executive officer’s 2022 annual cash incentive opportunity are shown in the table entitled “Grants of Plan-Based Awards—2022.” In 2022, Apple’s performance exceeded the maximum performance goals for both net sales and operating income, resulting in a total payout of 200% of the total target payout opportunity for each named executive officer, which represents the maximum amount payable under the annual cash incentive plan. Upon review and discussion with management of the significant actions taken and progress achieved across each of our values and key community initiatives during 2022, the Compensation Committee did not adjust the payout opportunities and awarded annual cash incentive payouts equal to 200% of the target payout opportunity for each of our named executive officers. |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Name and Principal Position
(a) | | Year
(b) | | | Salary(1)
($)(c) | | | Bonus
($)(d) | | | Stock
Awards(2)
($)(e) | | | Non-Equity
Incentive Plan
Compensation(3)
($)(f) | | | All Other
Compensation
($)(g) | | | Total
($)(h) | | | | | | | | | | | Tim Cook Chief Executive Officer | | | 2019 | | | | 3,000,000 | | | | — | | | | — | | | | 7,671,000 | | | | 884,466 | (4) | | | 11,555,466 | | | | | 2018 | | | | 3,000,000 | | | | — | | | | — | | | | 12,000,000 | | | | 682,219 | | | | 15,682,219 | | | | | 2017 | | | | 3,057,692 | | | | — | | | | — | | | | 9,327,000 | | | | 440,374 | | | | 12,825,066 | | | | | | | | | | | Luca Maestri Senior Vice President,
Chief Financial Officer | | | 2019 | | | | 1,000,000 | | | | — | | | | 21,633,416 | | | | 2,557,000 | | | | 19,221 | (5) | | | 25,209,637 | | | | | 2018 | | | | 1,000,000 | | | | — | | | | 21,491,888 | | | | 4,000,000 | | | | 17,804 | | | | 26,509,692 | | | | | 2017 | | | | 1,019,231 | | | | — | | | | 20,000,113 | | | | 3,109,000 | | | | 13,271 | | | | 24,141,615 | | | | | | | | | | | Kate Adams Senior Vice President,
General Counsel and Secretary | | | 2019 | | | | 1,000,000 | | | | — | | | | 21,633,416 | | | | 2,557,000 | | | | 41,384 | (6) | | | 25,231,800 | | | | | 2018 | | | | 884,615 | | | | — | | | | 21,509,765 | | | | 4,000,000 | | | | 306,280 | | | | 26,700,660 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Deirdre O’Brien Senior Vice President, Retail + People | | | 2019 | | | | 877,500 | | | | — | | | | 16,469,527 | | | | 1,795,000 | | | | 17,753 | (7) | | | 19,159,780 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Jeff Williams Chief Operating Officer | | | 2019 | | | | 1,000,000 | | | | — | | | | 21,633,416 | | | | 2,557,000 | | | | 17,503 | (8) | | | 25,207,919 | | | | | 2018 | | | | 1,000,000 | | | | — | | | | 21,491,888 | | | | 4,000,000 | | | | 51,818 | | | | 26,543,706 | | | | | | | | | | | Angela Ahrendts Former Senior Vice
President, Retail | | | 2019 | | | | 630,361 | | | | — | | | | 21,633,416 | | | | — | | | | 14,465 | (9) | | | 22,278,242 | | | | | 2018 | | | | 1,000,000 | | | | — | | | | 21,491,888 | | | | 4,000,000 | | | | 46,942 | | | | 26,538,830 | | | | | 2017 | | | | 1,019,231 | | | | — | | | | 20,000,113 | | | | 3,109,000 | | | | 87,728 | | | | 24,216,072 | |
Back to Contents | Summary | | (1)Governance | | Directors | | Compensation For 2019, Mr. Cook’s annual base salary was $3 million, and the annual base salary for each of our other named executive officers was $1 million. The 2019 salary for Ms. O’Brien reflects the portions earned both before and after the date she was promoted to her current role. The 2019 salary for Ms. Ahrendts reflects the portion earned through the date of her departure from Apple. Because 2017 was a53-week fiscal year, the 2017 salary amounts reflect an extra week of pay.
| | Proposals | | Other Information | | 2023 Proxy Statement | | 60 |
| (2) | The grant date fair value for time-based RSUs is measured in accordance with FASB ASC 718 and based on the closing price of Apple’s common stock on the date of grant. The grant date fair value for performance-based RSUs is calculated using a Monte-Carlo model for each award on the date of grant, as determined under FASB ASC 718 based on the probable outcome of the performance condition as of the grant date. The fair value for each award may differ based on the applicable data, assumptions, and estimates used in the model. Assuming the highest level of performance is achieved under the applicable performance conditions, the maximum possible grant date fair value
| |
Apple Inc. | 2020 Proxy Statement | 41
| (3) of the performance-based RSUs granted to Mr. Maestri, Ms. Adams, and Mr. Williams in 2019 was $23,266,720. The 2019 RSU Awards granted to Ms. O’Brien represent: (i) performance-based and time-based RSUs granted on February 5, 2019 in connection with her promotion with a grant date fair value of $4,802,581 and $4,166,734, respectively; and (ii) time-based RSUs granted on September 30, 2018 prior to her promotion with a grant date fair value of $7,500,212. Assuming the highest level of performance is achieved under the applicable performance conditions, the maximum possible grant date fair value of the performance-based RSUs granted to Ms. O’Brien in 2019 was $9,605,162. See Note 1 – Summary of Significant Accounting Policies found in Part II, Item 8, “Financial Statements and Supplementary Data” in the Notes to Consolidated Financial Statements in the Annual Report on Form10-K for the year ended September 28, 2019, and also see footnote 1 to the table entitled “Grants of Plan-Based Awards – 2019.” All of the 2019 RSU Awards granted to Ms. Ahrendts were canceled upon her departure from Apple.
| |
| (3) | As described under “Executive Compensation – Compensation Discussion and Analysis,” the named executive officers’ annual cash incentives are based on the performance of Apple relative topre-determined financial goals for the year and the performance of the individual named executive officer. The threshold, target, and maximum payout amounts for each named executive officer’s 2019 annual cash incentive opportunity are shown in the table entitled “Grants of Plan-Based Awards – 2019.” In 2019, Apple’s performance exceeded the target performance goals for both net sales and operating income, resulting in a total payout of 128% of the target payout opportunity for each named executive officer. The Compensation Committee determined that no downward adjustments would be made based on Apple’s or an individual’s performance and approved this payout amount for each named executive officer for 2019, except in the case of Ms. O’Brien and Ms. Ahrendts. Ms. O’Brien’s annual cash incentive payout for 2019 reflects an adjustment under our annual cash incentive program for named executive officers as a result for hermid-year promotion. Prior to Ms. O’Brien’s promotion on February 5, 2019, she participated in Apple’s other performance-based cash bonus programs offered to our Vice Presidents. Ms. Ahrendts was not entitled to any cash incentive payout for 2019 due to her departure from Apple.
| |
| (4) | This amount represents: (i) Apple’s contributions to Mr. Cook’s account under the 401(k) plan in the amount of $16,800;$18,300; (ii) term life insurance premiums paid by Apple in the amount of $2,964; (iii) vacationcash-out in the amount of $92,308;$46,154; (iv) security expenses in the amount of $457,083,$591,196, which represents the incremental cost to Apple for personal security services provided to Mr. Cook as determined by allocating both direct costs and a percentage of fixed costs incurred by Apple and used to provide such personal security services; and (v) personal air travel expenses in the amount of $315,311,$767,319, which representsrepresent the incremental cost to Apple for Mr. Cook’s personal use of private aircraft based on hourly flight charges and other variable costs incurred by Apple for such use, including variable fuel charges, departure fees, and landing fees. For security and efficiency reasons, the Board implemented a policy in 2017 that requires that Mr. Cook to use private aircraft for all business and personal travel. | |
| (5) | (4) This amount represents: (i) Apple’s contributions to Mr. Maestri’s account under the 401(k) plan in the amount of $16,800;$18,300; and (ii) term life insurance premiums paid by Apple in the amount of $1,483; and (iii) personal security expenses in the amount of $938.$1,483. | |
| (6) | (5) This amount represents: (i) Apple’s contributions to Ms. Adams’ account under the 401(k) plan in the amount of $8,400;$13,725; and (ii) term life insurance premiums paid by Apple in the amount of $1,483; (iii) relocation expenses in the amount of $13,580 and associated tax gross up for taxable relocation amounts in the amount of $17,405; and (iv) personal security expenses in the amount of $516.$1,483. | |
| (7) | (6) This amount represents: (i) Apple’s contributions to Ms. O’Brien’s account under the 401(k) plan in the amount of $16,800;$18,300; and (ii) term life insurance premiums paid by Apple in the amount of $953.$1,483. | |
Apple Inc. | 2020 Proxy Statement | 42
(7)
| (8) | This amount represents: (i) Apple’s contributions to Mr. Williams’ account under the 401(k) plan in the amount of $16,800;$18,300; and (ii) term life insurance premiums paid by Apple in the amount of $37; and (iii) personal security expenses in the amount of $666.$37. | |
| (9) | This amount represents: (i) Apple’s contributions to Ms. Ahrendts’ account under the 401(k) plan in the amount of $13,138; (ii) term life insurance premiums paid by Apple in the amount of $865; and (iii) personal security expenses in the amount of $462.
| |
The amounts in the salary, bonus, andnon-equity incentive plan compensation columns of the “Summary Compensation Table – 2019, 2018,Table—2022, 2021, and 2017”2020” reflect actual amounts earned in the relevant years, while the amounts in the stock awardsawards’ column reflect accounting values.values determined as of the date of grant. The tables entitled “Outstanding Equity Awards at 2019Year-End”Awards—2022” and “Stock Vested – 2019”Vested—2022” provide further information on the named executive officers’ potential realizable value and actual value realized with respect to their equity awards. The “Summary Compensation Table – 2019, 2018,Table—2022, 2021, and 2017”2020” should be read in conjunction with the Compensation Discussion and Analysis and the subsequent tables and narrative descriptions. Apple Inc. | 2020 Proxy Statement | 43
Back to Contents
Grants of Plan-Based Awards – 2019Awards—2022The following table shows information regarding the incentive awards granted to the named executive officers for 2019.2022. Name (a) | Award Type | Grant Date (b) | | Estimated Future Payouts
Under Non-Equity Incentive
Plan Awards | | Estimated Future Payouts
Under Equity Incentive
Plan Awards | | All Other Stock Awards:
Number of Shares
of Stock
or Units (#)(i) | Grant Date Fair Value of Stock and Option Awards(1) ($)(j) | Threshold ($)(c) | Target ($)(d) | Maximum ($)(e) | Threshold (#)(f) | Target (#)(g) | Maximum (#)(h) | Tim Cook | Cash Incentive | — | | 3,000,000 | 6,000,000 | 12,000,000 | | — | — | — | | — | — | Performance- based RSUs | 9/26/2021 | | — | — | — | | 63,810 | 255,241 | 510,482 | | — | 45,494,156 | Time-
based RSUs | 9/26/2021 | | — | — | — | | — | — | — | | 255,241 | 37,500,008 | Luca Maestri | Cash Incentive | — | | 1,000,000 | 2,000,000 | 4,000,000 | | — | — | — | | — | — | Performance- based RSUs | 9/26/2021 | | — | — | — | | 17,016 | 68,065 | 136,130 | | — | 12,131,906 | Time-
based RSUs | 9/26/2021 | | — | — | — | | — | — | — | | 68,065 | 10,000,110 | Kate Adams | Cash Incentive | — | | 1,000,000 | 2,000,000 | 4,000,000 | | — | — | — | | — | — | Performance- based RSUs | 9/26/2021 | | — | — | — | | 17,016 | 68,065 | 136,130 | | — | 12,131,906 | Time-
based RSUs | 9/26/2021 | | — | — | — | | — | — | — | | 68,065 | 10,000,110 | Deirdre O’Brien | Cash Incentive | — | | 1,000,000 | 2,000,000 | 4,000,000 | | — | — | — | | — | — | Performance- based RSUs | 9/26/2021 | | — | — | — | | 17,016 | 68,065 | 136,130 | | — | 12,131,906 | Time-
based RSUs | 9/26/2021 | | — | — | — | | — | — | — | | 68,065 | 10,000,110 | Jeff Williams | Cash Incentive | — | | 1,000,000 | 2,000,000 | 4,000,000 | | — | — | — | | — | — | Performance- based RSUs | 9/26/2021 | | — | — | — | | 17,016 | 68,065 | 136,130 | | — | 12,131,906 | Time-
based RSUs | 9/26/2021 | | — | — | — | | — | — | — | | 68,065 | 10,000,110 | (1) The grant date fair value for time-based RSUs is calculated in accordance with FASB ASC 718 based on the closing price of Apple’s common stock on the date of grant. The grant date fair value for performance-based RSUs is calculated using a Monte-Carlo model for each award on the date of grant, determined under FASB ASC 718, incorporating the following assumptions: |
| Grant Date | Performance
Period End Date | Assumptions | Expected Term
(years) | Expected
Volatility | Risk-Free
Interest Rate | 9/26/2021 | 9/28/2024 | 3.01 | 35.47% | 0.55% | Apple used its historical stock prices as the basis for the volatility assumptions. The risk-free interest rates were based on U.S. Treasury rates in effect at the time of grant. The expected term was based on the time remaining in the performance period on the grant date. |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Name
(a) | | Award Type | | Grant Date
(b) | | Estimated Future Payouts Under
Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under
Equity Incentive Plan Awards | | | All Other
Stock
Awards:
Number
of Shares
of Stock
or Units
(#)(i) | | | Grant Date
Fair Value of
Stock and
Option
Awards(1)
($)(j) | | | | Threshold
($)(c) | | | Target
($)(d) | | | Maximum
($)(e) | | | Threshold
(#)(f) | | | Target
(#)(g) | | | Maximum
(#)(h) | | | | | | | | | | | | | | | Tim Cook | | Cash Incentive | | — | | | 3,000,000 | | | | 6,000,000 | | | | 12,000,000 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | | | | | | | | | | | | Luca Maestri | | Cash Incentive | | — | | | 1,000,000 | | | | 2,000,000 | | | | 4,000,000 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | | | | | | | | | | | | | | Performance-based RSUs | | 9/30/2018 | | | — | | | | — | | | | — | | | | 11,075 | | | | 44,299 | | | | 88,598 | | | | — | | | | 11,633,360 | | | | | | | | | | | | | | | | | Time-based RSUs | | 9/30/2018 | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 44,299 | | | | 10,000,056 | | | | | | | | | | | | | | | Kate Adams | | Cash Incentive | | — | | | 1,000,000 | | | | 2,000,000 | | | | 4,000,000 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | | | | | | | | | | | | | | Performance-based RSUs | | 9/30/2018 | | | — | | | | — | | | | — | | | | 11,075 | | | | 44,299 | | | | 88,598 | | | | — | | | | 11,633,360 | | | | | | | | | | | | | | | | | Time-based RSUs | | 9/30/2018 | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 44,299 | | | | 10,000,056 | | | | | | | | | | | | | | | Deirdre O’Brien | | Cash Incentive(2) | | — | | | 782,500 | | | | 1,581,250 | | | | 3,113,750 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | | | | | | | | | | | | | | Time-based RSUs | | 9/30/2018 | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 33,225 | | | | 7,500,212 | | | | | | | | | | | | | | | | | Performance-based RSUs | | 2/5/2019 | | | — | | | | — | | | | — | | | | 5,981 | | | | 23,922 | | | | 47,844 | | | | — | | | | 4,802,581 | | | | | | | | | | | | | | | | | Time-based RSUs | | 2/5/2019 | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 23,922 | | | | 4,166,734 | | | | | | | | | | | | | | | Jeff Williams | | Cash Incentive | | — | | | 1,000,000 | | | | 2,000,000 | | | | 4,000,000 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | | | | | | | | | | | | | | Performance-based RSUs | | 9/30/2018 | | | — | | | | — | | | | — | | | | 11,075 | | | | 44,299 | | | | 88,598 | | | | — | | | | 11,633,360 | | | | | | | | | | | | | | | | | Time-based RSUs | | 9/30/2018 | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 44,299 | | | | 10,000,056 | | | | | | | | | | | | | | | Angela Ahrendts(3) | | Cash Incentive | | — | | | 1,000,000 | | | | 2,000,000 | | | | 4,000,000 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | | | | | | | | | | | | | | Performance-based RSUs | | 9/30/2018 | | | — | | | | — | | | | — | | | | 11,075 | | | | 44,299 | | | | 88,598 | | | | — | | | | 11,633,360 | | | | | | | | | | | | | | | | | Time-based RSUs | | 9/30/2018 | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 44,299 | | | | 10,000,056 | |
Back to Contents | Summary | | (1)Governance | | Directors | | Compensation The grant date fair value for time-based RSUs is calculated in accordance with FASB ASC 718 based on the closing price of Apple’s common stock on the date of grant. The grant date fair value for performance-based RSUs is calculated using a Monte-Carlo model for each award on the date of grant, determined under FASB ASC 718, incorporating the following assumptions:
| | Proposals | | Other Information | | 2023 Proxy Statement | | 62 |
| | | | | | | | | | | | | | Assumptions | | | | | | | Grant Date | | Performance
Period End Date | | Expected Term
(years) | | Expected
Volatility | | Risk-Free
Interest Rate | | | | | | | 9/30/2018 | | 9/25/2021 | | 2.99 | | 21.63% | | 2.86% | | | | | | | 2/5/2019 | | 9/25/2021 | | 2.64 | | 24.24% | | 2.50% |
Apple Inc. | 2020 Proxy Statement | 44
| | Apple used its historical stock prices as the basis for the volatility assumptions. The risk-free interest rates were based on U.S. Treasury rates in effect at the time of grant. The expected term was based on the time remaining in the performance period on the grant date. See Note 1 – Summary of Significant Accounting Policies found in Part II, Item 8, “Financial Statements and Supplementary Data” in the Notes to Consolidated Financial Statements in the Annual Report on Form10-K for the year ended September 28, 2019.
| |
| (2) | Ms. O’Brien’s annual cash incentive payout for 2019 reflects an adjustment under our annual cash incentive program for named executive officers as a result for hermid-year promotion to her current role. Prior to Ms. O’Brien’s promotion on February 5, 2019, she participated in Apple’s other performance-based cash bonus programs offered to our Vice Presidents. The amount shown in column (c) reflectspro-rated threshold bonus amounts of $32,500 under the Vice President and Director Quarterly Bonus Plan (“Quarterly Bonus Plan”) and $750,000 under our annual cash incentive program for named executive officers. The amount shown in column (d) reflectspro-rated target bonus amounts of $56,875 under the Quarterly Bonus Plan, $24,375 under the Vice President Annual Bonus Plan (“Annual Bonus Plan”), and $1,500,000 under our annual cash incentive program for named executive officers. The amount shown in column (e) reflectspro-rated maximum bonus amounts of $81,250 under the Quarterly Bonus Plan, $32,500 under the Annual Bonus Plan, and $3,000,000 under our annual cash incentive program for named executive officers. The quarterly and annual goals for the Quarterly Bonus Plan and Annual Bonus Plan are based on Apple’s net sales and operating income and are established by the Compensation Committee, at its discretion.
| |
| (3) | All of the 2019 RSU Awards granted to Ms. Ahrendts and her 2019 annual cash incentive opportunity were canceled upon her departure from Apple.
| |
Apple Inc. | 2020 Proxy Statement | 45
Description of Plan-Based Awards
Non-Equity Non-EquityIncentivePlanAwards.Each of the“Non-Equity Incentive Plan Awards” non-equity incentive plan awards shown in the table entitled “Grants of Plan-Based Awards – 2019”Awards—2022” was granted under the Apple Inc. 2014 Employee Stock Plan (the “2014 Plan”), which provides flexibility to grant cash incentive awards and equity awards; however, as described in that table and accompanying footnotes, the cash incentive opportunities awarded to Ms. O’Brien prior to her promotion on February 5, 2019 were granted under Apple’s other performance-based cash bonus programs offered to our Vice Presidents.. The material terms of the 20192022 non-equity incentive plan awards granted under the 2014 Plan are described under “Executive Compensation – Compensation—Compensation Discussion and Analysis” in the section entitled “2019“2022 Annual Cash Incentive.Incentive Financial Performance Measures and Payout Opportunities.”
All Other Stock EquityIncentivePlanAwards.Each of the time-based and performance-based RSUs shown in the table entitled “Grants of Plan-Based Awards – 2019”Awards—2022” was granted under, and is subject to, the terms of the 2014 Plan. The Compensation Committee administers the 2014 Plan.
Time-BasedRSUs.The material terms of the time-based RSUs granted to Ms. Adams, Ms. Ahrendts, Mr. Maestri, and Mr. Williams, and the time-based RSUs granted to Ms. O’Brien in connection with her promotion,our named executive officers are described under “Executive Compensation – Compensation—Compensation Discussion and Analysis” in the section entitled “Other Named Executive Officers’“2022 Long-Term Equity Awards.Awards and Results.” The time-based RSUs granted to Ms. O’Brien on September 30, 2018, prior to her promotion, vest over four years, in eight equal semi-annual installments commencing on April 15, 2019, subject to continued employment with Apple through each applicable vesting date. Performance-BasedRSUs.The material terms of the performance-based RSUs granted to Mr. Maestri, Ms. Adams, Ms. Ahrendts, Ms. O’Brien, and Mr. Williamsour named executive officers are described under “Executive Compensation – Compensation—Compensation Discussion and Analysis” in the section entitled “Other Named Executive Officers’“2022 Long-Term Equity Awards.Awards and Results.” Apple Inc. | 2020 Proxy Statement | 46
Back to Contents
Outstanding Equity Awards at 2019Year-EndAwards—2022The following table shows information regarding the outstanding equity awards held by each of the named executive officers as of September 28, 2019.24, 2022. Name
(a) | Grant Date
(b) | Number of Shares
or Units of Stock That
Have Not Vested
(#)(c) | Market Value of
Shares or Units
of Stock That
Have Not Vested(1)
($)(d) | Equity Incentive Plan
Awards: Number of
Unearned Shares,
Units or Other Rights
That Have Not Vested
(#)(e) | Equity Incentive Plan
Awards: Market or
Payout Value of
Unearned Shares, Units
or Other Rights That
Have Not Vested(1)
($)(f) | | Tim Cook | 9/27/2020 | | 333,987(2) | | 50,241,664 | | 333,987(2)(3) | | 50,241,664 | | 9/26/2021 | | 255,241(4) | | 38,395,904 | | 255,241(3)(4) | | 38,395,904 | | Luca Maestri | 9/30/2018 | | 59,064(5) | | 8,884,998 | | — | | — | | 9/29/2019 | | 121,864(6) | | 18,332,002 | | 182,800(3)(7) | | 27,498,604 | | 9/27/2020 | | 89,064(2) | | 13,397,898 | | 89,064(2)(3) | | 13,397,898 | | 9/26/2021 | | 68,065(4) | | 10,239,018 | | 68,065(3)(4) | | 10,239,018 | | Kate Adams | 9/30/2018 | | 59,064(5) | | 8,884,998 | | — | | — | | 9/29/2019 | | 121,864(6) | | 18,332,002 | | 182,800(3)(7) | | 27,498,604 | | 9/27/2020 | | 89,064(2) | | 13,397,898 | | 89,064(2)(3) | | 13,397,898 | | 9/26/2021 | | 68,065(4) | | 10,239,018 | | 68,065(3)(4) | | 10,239,018 | | Deirdre O’Brien | 9/30/2018 | | 16,612(8) | | 2,498,943 | | — | | — | | 2/5/2019 | | 31,896(9) | | 4,798,115 | | — | | — | | 9/29/2019 | | 121,864(6) | | 18,332,002 | | 182,800(3)(7) | | 27,498,604 | | 9/27/2020 | | 89,064(2) | | 13,397,898 | | 89,064(2)(3) | | 13,397,898 | | 9/26/2021 | | 68,065(4) | | 10,239,018 | | 68,065(3)(4) | | 10,239,018 | | Jeff Williams | 9/30/2018 | | 59,064(5) | | 8,884,998 | | — | | — | | 9/29/2019 | | 121,864(6) | | 18,332,002 | | 182,800(3)(7) | | 27,498,604 | | 9/27/2020 | | 89,064(2) | | 13,397,898 | | 89,064(2)(3) | | 13,397,898 | | 9/26/2021 | | 68,065(4) | | 10,239,018 | | 68,065(3)(4) | | 10,239,018 | | (1) The dollar amounts shown in columns (d) and (f) are determined by multiplying the number of shares or units shown in column (c) or (e), as applicable, by $150.43, the closing price of Apple’s common stock on September 23, 2022, the last trading day of Apple’s fiscal year. (2) Subject to the terms of the award agreement, the time-based RSUs subject to this award are scheduled to vest or be released, as applicable, in three annual installments commencing on April 1, 2023. Subject to the terms of the award agreement, the performance-based RSUs subject to this award are scheduled to vest or be released, as applicable, on October 1, 2023, provided the applicable performance condition is satisfied. (3) The target number of performance-based RSUs is shown. As described under “Executive Compensation—Compensation Discussion and Analysis,” in each case, between 0% and 200% of the target number of performance-based RSUs may vest depending on Apple’s Relative TSR compared to the other companies in the S&P 500 over the relevant performance period. (4) Subject to the terms of the award agreement, the time-based RSUs subject to this award are scheduled to vest or be released, as applicable, in three annual installments commencing on April 1, 2024. Subject to the terms of the award agreement, the performance-based RSUs subject to this award are scheduled to vest or be released, as applicable, on October 1, 2024, provided the applicable performance condition is satisfied. (5) 59,064 RSUs subject to this award vested on April 1, 2022, and subject to the terms of the award agreement, the remaining 59,064 time-based RSUs are scheduled to vest on April 1, 2023, provided the officer continues to be employed with Apple through the applicable vesting date. |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | Name
(a) | | Grant Date
(b) | | | Number of Shares
or Units of Stock
That Have Not
Vested
(#)(c) | | | Market Value of
Shares or Units of
Stock That Have
Not Vested(1)
($)(d) | | | Equity Incentive
Plan Awards:
Number of
Unearned Shares,
Units or Other
Rights That Have
Not Vested
(#)(e) | | | Equity Incentive
Plan Awards:
Market or Payout
Value of Unearned
Shares, Units or
Other Rights That
Have Not Vested(1)
($)(f) | | | | | | | | | | Tim Cook | | | 8/24/2011 | | | | 1,260,000 | (2) | | | 275,713,200 | | | | 560,000 | (2) | | | 122,539,200 | | | | | | | | | | Luca Maestri | | | 10/5/2015 | | | | 36,107 | (3) | | | 7,900,934 | | | | — | | | | — | | | | | | | | | | | | | 10/14/2016 | | | | 56,675 | (4) | | | 12,401,624 | | | | 64,654 | (4)(5) | | | 14,147,588 | | | | | | | | | | | | | 10/1/2017 | | | | — | | | | — | | | | 64,885 | (6)(5) | | | 14,198,136 | | | | | | | | | | | | | 10/15/2017 | | | | 63,699 | (7) | | | 13,938,615 | | | | — | | | | — | | | | | | | | | | | | | 9/30/2018 | | | | 44,299 | (8) | | | 9,693,507 | | | | 44,299 | (8)(5) | | | 9,693,507 | | | | | | | | | | Kate Adams | | | 11/13/2017 | | | | 28,740 | (9) | | | 6,288,887 | | | | 57,482 | (9)(5) | | | 12,578,211 | | | | | | | | | | | | | 9/30/2018 | | | | 44,299 | (8) | | | 9,693,507 | | | | 44,299 | (8)(5) | | | 9,693,507 | | | | | | | | | | Deirdre O’Brien | | | 10/5/2015 | | | | 7,334 | (10) | | | 1,604,826 | | | | — | | | | — | | | | | | | | | | | | | 10/14/2016 | | | | 20,721 | (11) | | | 4,534,169 | | | | — | | | | — | | | | | | | | | | | | | 10/15/2017 | | | | 27,867 | (12) | | | 6,097,857 | | | | — | | | | — | | | | | | | | | | | | | 9/30/2018 | | | | 29,071 | (13) | | | 6,361,316 | | | | — | | | | — | | | | | | | | | | | | | 2/5/2019 | | | | 23,922 | (14) | | | 5,234,612 | | | | 23,922 | (14)(5) | | | 5,234,612 | | | | | | | | | | Jeff Williams | | | 10/5/2015 | | | | 36,107 | (3) | | | 7,900,934 | | | | — | | | | — | | | | | | | | | | | | | 10/14/2016 | | | | 56,675 | (4) | | | 12,401,624 | | | | 64,654 | (4)(5) | | | 14,147,588 | | | | | | | | | | | | | 10/1/2017 | | | | — | | | | — | | | | 64,885 | (6)(5) | | | 14,198,136 | | | | | | | | | | | | | 10/15/2017 | | | | 63,699 | (7) | | | 13,938,615 | | | | — | | | | — | | | | | | | | | | | | | 9/30/2018 | | | | 44,299 | (8) | | | 9,693,507 | | | | 44,299 | (8)(5) | | | 9,693,507 | | | | | | | | | | Angela Ahrendts(15) | | | — | | | | — | | | | — | | | | — | | | | — | |
Back to Contents | Summary | | (1)Governance | | Directors | | Compensation The dollar amounts shown in columns (d) and (f) are determined by multiplying the number of shares or units shown in column (c) or (e), as applicable, by $218.82, the closing price of Apple’s common stock on September 27, 2019, the last trading day of Apple’s fiscal year.
| | Proposals | | Other Information | | 2023 Proxy Statement | | 64 |
Apple Inc. | 2020 Proxy Statement | 47
| (2) | (6) 700,00060,936 time-based RSUs subject to this award are scheduled to vestvested on August 24, 2021, provided that Mr. Cook continues to be employed with Apple through the vesting date. The remaining 560,000 time-based RSUsApril 1, 2022, and 560,000 performance-based RSUs subject to thisthe terms of the award agreement, the remainder of the RSUs are scheduled to vest in two annual installments commencing on August 24, 2020, provided that Mr. Cook continues to be employed with Apple through the applicable vesting date and, with respect to a portion of each installment, that the applicable performance condition is satisfied. As described under “Executive Compensation – Compensation Discussion and Analysis,” between 0% and 100% of the target number of performance-based RSUs vest depending on Apple’s Relative TSR compared to the other companies in the S&P 500 for the entire relevant performance period.
| |
| (3) | The time-based RSUs subject to this award are scheduled to vest60,932, commencing on April 1, 2020,2023, provided that the officer continues to be employed with Apple through the applicable vesting date.
| |
(7) | (4) | The time-based RSUs subject to this award are scheduled to vest in two annual installments commencing on April 1, 2020, provided that the officer continues to be employed with Apple through the applicable vesting date. In addition, a maximum of 200% of the 64,654182,800 target number of performance-based RSUs subject to this award (totaling 129,308365,600 performance-based RSUs) vested on October 1, 20192022, based on Apple’s Relative TSR compared to other companies in the S&P 500 over the relevant performance period.
| |
| (5) | (8) The target number of performance-based RSUs is shown. As described under “Executive Compensation – Compensation Discussion and Analysis,” in each case, between 0% and 200% of the target number of performance-based RSUs vest depending on Apple’s Relative TSR compared to the other companies in the S&P 500 over the relevant performance period.
| |
| (6) | The performance-based RSUs subject to this award are scheduled to vest on October 1, 2020, provided that the officer continues to be employed with Apple through the vesting date and that the applicable performance condition is satisfied.
| |
| (7) | The16,612 time-based RSUs subject to this award vested on October 15, 2022.
(9) Subject to the terms of the award agreement, the remaining 31,896 time-based RSUs are scheduled to vest in three annual installments commencing on April 1, 2020,August 5, 2023, provided that the officer continues to be employed with Apple through the applicable vesting date. | |
| (8) | The time-based RSUs subject to this award are scheduled to vest in three annual installments commencing on April 1, 2021, provided that the officer continues to be employed with Apple through the applicable vesting date. The performance-based RSUs subject to this award are scheduled to vest on October 1, 2021, provided that the officer continues to be employed with Apple through the vesting date and that the applicable performance condition is satisfied.
| |
| (9) | One-half of the time-based RSUs subject to this award vested on November 13, 2019 and the remainder of these time-based RSUs is scheduled to vest on November 13, 2020, provided that Ms. Adams continues to be employed with Apple through the applicable vesting date. The performance-based RSUs subject to this award are scheduled to vest on October 1, 2020, provided that Ms. Adams continues to be employed with Apple through the vesting date and that the applicable performance condition is satisfied.
| |
| (10) | The time-based RSUs subject to this award vested on October 15, 2019.
| |
| (11) | One-third of the time-based RSUs subject to this award vested on October 15, 2019 and the remainder of these time-based RSUs are scheduled to vest in two semi-annual installments commencing on April 15, 2020, provided that Ms. O’Brien continues to be employed with Apple through the applicable vesting date.
| |
Apple Inc. | 2020 Proxy Statement | 48
| (12) | One-fifth of the time-based RSUs subject to this award vested on October 15, 2019 and the remainder of these time-based RSUs are scheduled to vest in four semi-annual installments commencing on April 15, 2020, provided that Ms. O’Brien continues to be employed with Apple through the applicable vesting date.
| |
| (13) | One-seventh of the time-based RSUs subject to this award vested on October 15, 2019 and the remainder of these time-based RSUs are scheduled to vest in six semi-annual installments commencing on April 15, 2020, provided that Ms. O’Brien continues to be employed with Apple through the applicable vesting date.
| |
| (14) | The time-based RSUs subject to this award are scheduled to vest in three annual installments commencing on August 5, 2021, provided that Ms. O’Brien continues to be employed with Apple through the applicable vesting date. The performance-based RSUs subject to this award are scheduled to vest on October 1, 2021, provided that Ms. O’Brien continues to be employed with Apple through the vesting date and that the applicable performance condition is satisfied.
| |
| (15) | All unvested RSUs granted to Ms. Ahrendts were canceled upon her departure from Apple.
| |
Apple Inc. | 2020 Proxy Statement | 49
Stock Vested – 2019
Vested—2022The following table shows information regarding the vesting during 20192022 of RSUs previously granted to the named executive officers. No options were exercised by any named executive officer during 2019. Name
(a) | Stock Awards | Number of Shares
Acquired on Vesting
(#)(b) | Value Realized on
Vesting ($)(c)(1) | Tim Cook | — | — | Luca Maestri | 559,324 | 87,717,519 | Kate Adams | 474,392 | 72,614,486 | Deirdre O’Brien | 339,724 | 52,374,037 | Jeff Williams | 559,324 | 87,717,519 | (1) The dollar amounts shown in column (c) are determined by multiplying the number of shares acquired on vesting by the per-share closing price of Apple’s common stock on the vesting date, plus dividend equivalents attributable to such shares in the amount of $1,441,803 for each of Mr. Maestri and Mr. Williams; $1,143,267 for Ms. Adams; and $797,840 for Ms. O’Brien. |
| | | | | | | | | | | | Stock Awards | | | | | | Name
(a) | | Number of Shares
Acquired on Vesting
(#)(b) | | | Value Realized on
Vesting(1)
($)(c) | | | | | | | Tim Cook | | | 560,000 | | | | 113,478,400 | | | | | | | Luca Maestri | | | 235,928 | | | | 51,715,960 | | | | | | | Kate Adams | | | 14,371 | | | | 2,803,064 | | | | | | | Deirdre O’Brien | | | 50,610 | | | | 10,872,477 | | | | | | | Jeff Williams | | | 235,928 | | | | 51,715,960 | | | | | | | Angela Ahrendts | | | 235,928 | | | | 51,715,960 | |
Back to Contents | Summary | | (1)Governance | | Directors | | Compensation The dollar amounts shown in column (c) are determined by multiplying the number of shares that vested by the per share closing price of Apple’s common stock on the vesting date, plus dividend equivalents attributable to such shares in the amount of $1,895,470 each for Mr. Maestri, Mr. Williams, and Ms. Ahrendts; $40,526 for Ms. Adams; and $306,464 for Ms. O’Brien. At Mr. Cook’s request, none of his RSUs participate in dividend equivalents.
| | Proposals | | Other Information | | 2023 Proxy Statement | | 65 |
Apple Inc. | 2020 Proxy Statement | 50The following table shows information regarding the participation of our named executive officers in the Deferred Compensation Plan as of September 24, 2022.
Name (a) | Executive
Contributions
($)(b)(1) | Apple
Contributions
($)(c) | Aggregate
Earnings
($)(d) | Aggregate
Withdrawals/
Distributions
($)(e) | Aggregate
Balance at
September 24,
2022 ($)(f) | Kate Adams | 3,600,000(2) | — | (996,075) | — | 4,203,162(3) | (1) Mr. Cook, Mr. Maestri, Ms. O’Brien, and Mr. Williams did not participate in the Deferred Compensation Plan. (2) Reflects the portion of Ms. Adams’ annual cash incentive payout deferred and contributed to the Deferred Compensation Plan. The payout was reflected in the “Non-Equity Incentive Plan Compensation” column of the “Summary Compensation Table—2022, 2021, and 2020,” under 2021, the year it was earned. (3) The balance reflects $4,903,650 that was reported as compensation in the “Summary Compensation Table” in prior years. |
Our named executive officers and Non-Employee Directors are eligible to participate in the Deferred Compensation Plan. Deferred Compensation Plan participants may elect to defer up to 50% of their annual base salary and commissions and up to 90% of their eligible cash bonus, or up to 100% of their annual cash retainer in the case of Non-Employee Directors, by timely completing a deferral election form. Amounts deferred under the Deferred Compensation Plan, as adjusted for applicable earnings gains and losses and fees, are credited to an account in the participant’s name and remain fully vested at all times. Participants may select at any time from a diversified menu of notional investment options that generally mirror the investment options of Apple’s 401(k) plan, and the value of their Deferred Compensation Plan account balance may increase or decrease based on the performance of their selected investment options. In 2022, annual returns on the investment options available for the Deferred Compensation Plan generally ranged from -40.34% to 0.64%. Deferred Compensation Plan participants may elect to receive distributions of their deferred amounts either upon separation from service or as of a specified in-service distribution date. Distributions will be made in a lump sum payment unless the participant elects installment payments between two and 10 years. A Deferred Compensation Plan participant also may request to receive a hardship distribution on account of an eligible unforeseeable emergency. If a Deferred Compensation Plan participant dies before receiving a complete distribution of their account, the remaining account will be paid to their beneficiaries in a lump sum by December 31 of the year following the participant’s death.
Back to Contents
Potential Payments Upon Termination or Change of ControlWe do not have any cash severance arrangements with our named executive officers, and none of theour named executive officers’ equity awards granted to the named executive officers under Apple’s equity incentive plansoutstanding as of 2022 fiscal year-end provide for acceleration or a right to receive shares in connection with a change of control, or termination of employment for reasons other than death, disability, or for Mr. Cook, retirement. Retirement is defined as a termination of employment after reaching at least 60 years of age and at least 10 years of service with Apple. Subject to the terms of the award agreements, Mr. Cook’s 2021 and 2022 time-based RSUs provide for accelerated vesting in full upon death and a continued right to receive the full number of unvested shares underlying the time-based RSUs upon disability or retirement if, for retirement, termination occurs on or after the first anniversary of the grant date. The delivery of the vested shares underlying Mr. Cook’s time-based RSUs and any dividend equivalents that have accrued on such RSUs are not accelerated upon disability or retirement and will continue to be delivered on the originally scheduled vesting dates. If Mr. Cook terminates employment due to retirement before the first anniversary of the grant date, he will not have a right to the unvested time-based RSUs. Mr. Cook’s performance-based RSUs provide for a continued right to receive shares that are earned based upon full or partial attainment of the award’s performance conditions upon a termination of employment due to death, disability, or retirement, if retirement occurs on or after the first anniversary of the grant date. If Mr. Cook terminates employment due to retirement before the first anniversary of the grant date, he will not have a right to the earned but unvested performance-based RSUs. The time-based RSUs held by our other than as noted below in connection with death or disability. Equity Acceleration upon Death or Disability
Time-Based RSUs. Time-based RSUsnamed executive officers, subject to the terms of the award agreements, provide for partial accelerated vesting of the RSUs scheduled to vest on the next applicable vesting date following a termination of employment due to disability, and for full accelerated vesting upon death.
Performance-Based RSUs. Performance-based RSUs provide for a partial waiver of the service vesting condition upon the death or disability of the award recipient, with the number of shares that vest determined at the end of the performance period, based on actual performance results and prorated based on the recipient’s dates of employment during the performance period.
Estimatedtotalvalueofhypotheticalequityacceleration. The following table shows the estimated amounts that the named executive officers would have become entitled to under the terms of all equity awards outstanding RSUsas of fiscal year-end had their employment terminated due to either death or disability for each of our named executive officers, or retirement for Mr. Cook, on September 27, 2019,24, 2022, the last business day of Apple’s 20192022 fiscal year. The estimated values for performance-based RSUs are shown at the maximum potential payout amounts.amounts and would be subject to the terms of the award agreements. Name | Estimated Total Value upon Retirement(1)
($) | Estimated Total Value upon Death(1)
($) | Estimated Total Value upon Disability(1)
($) | Tim Cook | 152,478,425 | 268,355,287 | 268,355,287 | Luca Maestri | — | 132,188,738 | 94,543,146 | Kate Adams | — | 132,188,738 | 94,543,146 | Deirdre O’Brien | — | 130,560,196 | 93,093,969 | Jeff Williams | — | 132,188,738 | 94,543,146 | (1) The dollar amounts are determined by (i) multiplying the number of RSUs that would have been subject to accelerated vesting if an officer had retired, died, or become disabled, on September 24, 2022, as applicable, by $150.43 the closing price of Apple’s common stock on September 23, 2022, the last trading day of the fiscal year; and (ii) then adding any accumulated dividend equivalents attributable to any such RSUs on that date. |
| | | | | | | | | | | | | | Name | | Estimated
Total Value of
Equity
Acceleration
upon Death(1)
($) | | | Estimated
Total Value of
Equity
Acceleration
upon
Disability(1)
($) | | | | | | | Tim Cook | | | 340,728,561 | | | | 165,413,259 | | | | | | | Luca Maestri | | | 101,330,588 | | | | 68,671,473 | | | | | | | Kate Adams | | | 39,814,536 | | | | 27,752,548 | | | | | | | Deirdre O’Brien | | | 26,969,520 | | | | 8,224,758 | | | | | | | Jeff Williams | | | 101,330,588 | | | | 68,671,473 | | | | | | | Angela Ahrendts(2) | | | — | | | | — | |
Back to Contents | Summary | | (1)Governance | | Directors | | Compensation The dollar amounts are determined by (i) multiplying the number of RSUs that would have been subject to accelerated vesting if the officer had died or become disabled on September 27, 2019, as applicable, by $218.82, the closing price of Apple’s common stock on that date; and (ii) then adding any accumulated dividend equivalents attributable to any such RSUs on that date.
| | Proposals | | Other Information | | 2023 Proxy Statement | | 67 |
| (2) | Ms. Ahrendts was not serving as a named executive officer as of September 27, 2019, the last business day of Apple’s 2019 fiscal year, due to her departure from Apple. All outstanding unvested RSUs previously granted to Ms. Ahrendts were canceled upon her departure from Apple.
| |
Apple Inc. | 2020 Proxy Statement | 51
CEO Pay Ratio – 2019Ratio—2022
We offer a wide range of benefits to our global employee population, and we are committed to paying our employees competitively and equitably based on their role. The 2019 annual totalIn 2022, we selected a new median employee due to changes in our employee compensation of our CEO was $11,555,466,arrangements that we reasonably believed would result in a significant change in the 2019 annual total compensation of our median compensated employee was $57,596, and thepay ratio of these amounts is 201 to 1.
disclosure. We determined our median compensated employee by using base salary, bonuses, commissions, and grant date fair value of equity awards granted to employees in 20192022 as our consistently applied compensation measure. We applied this measure to our global employee population as of September 28, 2019,24, 2022, the last day of our 20192022 fiscal year, and annualized base salaries for permanent full-time and part-time employees that did not work the full year. Once we determined our We calculated the median compensated employee using these measures, we calculated the employee’s 20192022 annual total compensation using the same methodology that is used to calculate our CEO’s annual total compensation in the table entitled “Summary Compensation Table – 2019, 2018,Table–2022, 2021, and 2017.2020.” The 2022 annual total compensation of our CEO was $99,420,097, the 2022 annual total compensation of our median compensated employee was $84,493, and the ratio of these amounts is 1,177 to 1. Thus, this pay ratio reflects a reasonable estimate consistent with SEC rules based on the methodology we described above. Because SEC rules for identifying a median compensated employee allow companies to apply certain exclusions, include estimates, and adopt different methodologies that reflect their employee population and compensation practices, the ratio above may not be comparable to the CEO pay ratio reported by other companies. Apple Inc. | 2020 Proxy Statement | 52
Back to Contents
Proposals
This section sets out each item of business for the Annual Meeting and the Board’s voting recommendation.
Apple Inc. | 2020 Proxy Statement | 53
Back to Contents
Proposal No. 1 –
Election of Directors
The Board has nominated directors James Bell, Tim Cook, Al Gore, Alex Gorsky, Andrea Jung, Art Levinson, Monica Lozano, Ron Sugar, and Sue Wagner to be elected to serve on our Board until the next annual meeting of shareholders and until their successors are duly elected and qualified. At the Annual Meeting, proxies cannot be voted for a greater number of individuals than the seven nominees named in this Proxy Statement. Holders of proxies solicited by this Proxy Statement will vote the proxies received by them as directed on the proxy card or, if no direction is made, for the election of the Board’s sevennine nominees.
The term of any incumbent director 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, and has not earlier resigned, will end on the date that is the earlier of (a) 90 days after the date on which the voting results for the Annual Meeting are determined by the inspector of election, or (b) the date on which the Board selects a person to fill the office held by that director in accordance with Apple’s bylaws. Each of the directors nominated by the Board has consented to serving as a nominee, being named in this Proxy Statement, and serving on the Board if elected. Each director elected at the Annual Meeting will be elected to serve aone-year term. If any nominee is unable to serve or declines tofor good cause will not serve as a director at the time of the Annual Meeting, the proxy holders may vote for any nominee designated by the present Board to fill the vacancy. There are no family relationships among Apple’s executive officers and directors. For more information on the director nominees, please see the biographies of the director nomineessection entitled “Directors” beginning on page 19.27. The Board recommends that shareholders vote FOR each of the election of directors Bell, Cook, Gore, Jung, Levinson, Sugar, and Wagner.nominees. Vote Vote Required
Apple has implemented majority voting in uncontested elections of directors. Accordingly, Apple’s bylaws provide that in an uncontested election of directors 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.
Apple Inc. | 2020 Proxy Statement | 54
Back to Contents
Proposal No. 2 –
Ratification of Appointment of Independent Registered Public Accounting Firm
The Audit Committee hasre-appointed Ernst & Young LLP as Apple’s independent registered public accounting firm and as auditors of Apple’s consolidated financial statements for 2020.2023. The Audit Committee reviews the performance of the independent registered public accounting firm annually. In making the determination to re-appoint Ernst & Young for 2023, the Audit Committee considered, among other factors, the independence and performance of Ernst & Young, and the quality and candor of Ernst & Young’s communications with the Audit Committee and management. Ernst & Young has served as Apple’s independent registered public accounting firm since 2009. The Audit Committee reviews the performance of the independent registered public accounting firm annually. At the Annual Meeting, our shareholders are being asked to ratify the appointment of Ernst & Young as Apple’s independent registered public accounting firm for 2020.2023. Although ratification of the Audit Committee’s appointment of Ernst & Young is not required, we value the opinions of our shareholders and believe that shareholder ratification of the appointment is a good corporate governance practice. In the event of a negative vote on this proposal, the Audit Committee will reconsider its selection. Even if this appointment is ratified, the Audit Committee may, in its discretion, direct the appointment ofappoint a different independent registered public accounting firm at any time during the year if the Audit Committee determines that such a changeit would be in the best interests of Apple and its shareholders. Representatives of Ernst & Young are expected to be present at the Annual Meeting, will have an opportunity to make a statement if they desire to do so, and will be available to respond to questions. The Board recommends
a vote FOR
Proposal No. 2. VoteRequired
Approval of Proposal No. 2 requires 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.
Back to Contents Fees Paid to AuditorsThe following table shows the fees billed by Apple’s independent registered public accounting firm for the years ended September 28, 201924, 2022 and September 29, 2018.25, 2021. | | | | | | | | | | | | | | Ernst & Young | | 2019
($) | | | 2018
($) | | | | | | | Audit Fees(1) | | | 17,208,700 | | | | 17,266,600 | | | | | | | Audit-Related Fees(2) | | | 942,400 | | | | 1,008,700 | | | | | | | Tax Fees(3) | | | 3,019,100 | | | | 2,306,000 | | | | | | | All Other Fees(4) | | | 115,000 | | | | 107,500 | | | | | | | | | | | | | | | | | Total | | | 21,285,200 | | | | 20,688,800 | |
| (1) | Audit fees relate to professional services rendered in connection with the audit of Apple’s annual financial statements and internal control over financial reporting, quarterly review of financial statements, and audit services provided in connection with other statutory and regulatory filings.
| |
| (2) | Audit-related fees relate to professional services that are reasonably related to the performance of the audit or review of Apple’s financial statements.
| |
| (3) | Tax fees relate to professional services rendered in connection with tax compliance and preparation relating to tax returns and tax audits, as well as for tax consulting and planning services.
| |
| (4) | All other fees relate to professional services not included in the categories above, including services related to other regulatory reporting requirements.
| |
Apple Inc. | 2020 Proxy Statement | 55
Ernst & Young | 2022 ($) | 2021 ($) | Audit Fees(1) | 17,763,384 | 17,683,114 | Audit—Related Fees(2) | 1,551,423 | 1,161,409 | Tax Fees(3) | 3,289,432 | 3,662,997 | All Other Fees(4) | 131,610 | 715,310 | Total | 22,735,849 | 23,222,830 | (1) Audit fees relate to professional services rendered in connection with the audit of Apple’s annual financial statements and internal control over financial reporting, quarterly review of financial statements, and audit services provided in connection with other statutory and regulatory filings. (2) Audit-related fees relate to professional services that are reasonably related to the performance of the audit or review of Apple’s financial statements. (3) Tax fees relate to professional services rendered in connection with tax compliance and preparation relating to tax returns and tax audits, as well as for tax consulting and planning services. Tax fees in 2022 include $1.1 million for tax compliance projects and $2.1 million for tax advisory projects. Tax fees in 2021 include $1.1 million for tax compliance projects and $2.6 million for tax advisory projects. (4) All other fees relate to professional services not included in the categories above, including services related to other permissible advisory services and regulatory reporting requirements. |
Apple maintains an auditor independence policy that, among other things, prohibits Apple’s independent registered public accounting firm from performingnon-financial consulting services for Apple, such as information technology consulting and internal audit services. This policy mandates that the Audit Committee approve in advance the audit and permissiblenon-audit services expected to be performed each year by the independent registered public accounting firm and the related budget, and that the Audit Committee be provided with quarterly reporting on actual spending. This policy also mandates that Apple may not enter into engagements with Apple’s independent registered public accounting firm for other permissible non-audit services without the expresspre-approval of the Audit Committee. In accordance with this policy, the Audit Committeepre-approved all services performed by Apple’s independent registered public accounting firm in 2019.2022. The Board recommends a vote FOR Proposal No. 2.
Vote Required
Approval of Proposal No. 2 requires 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 requiredBack to constitute a quorum.Contents
Apple Inc. | 2020 Proxy Statement | 56
Proposal No. 3 –
Advisory Vote to Approve Executive Compensation
In accordance with the requirements of Section 14A of the Exchange Act and the related rules of the SEC, our shareholders have the opportunity to cast an annual advisory vote to approve the compensation of our named executive officers as disclosed pursuant to the SEC’s compensation disclosure rules, which disclosure includes the Compensation Discussion and Analysis, the executive compensation tables, and the narrative disclosures that accompany the compensation tables (a“say-on-pay” vote). Our executive compensation program is designedtables.
64% of votes cast on the advisory Say on Pay proposal at the 2022 Annual Meeting voted in favor of our executive compensation program. The results of the 2022 Say on Pay advisory vote led to motivate and reward exceptional performancebroader shareholder engagement on executive compensation in a straightforward and effective way, while also recognizing2022 to better understand shareholder perspectives. The Compensation Committee considered this feedback when it determined the remarkable size, scope, and success of Apple’s business. Apple reported another year of strong financial performance in 2019. We believe that the2023 compensation of our named executive officers reflects and rewards their contributionstook action in response to this feedback. Motivating and retaining a talented and experienced leadership team is a key component of Apple’s successlong-term success. We are committed to an effective executive compensation program that incorporates sound policies and demonstrates alignment with Apple’sbest practices, and delivers a majority of our named executive officers’ annual compensation through performance-based incentives. The compensation realized by our named executive officers in 2022 reflected the strength of our annual financial results and the interests ofstock price performance and our shareholders. executive compensation program’s ongoing alignment with Company performance and shareholder interests. We encourage shareholders to read the Compensationsection entitled “Compensation Discussion and Analysis,” beginning on page 30,43, which describes the details of our executive compensation program, how we engaged with shareholders, and the decisions made by the Compensation Committee in 2019. At the 2019 annual meeting of shareholders, 94% of votes cast supportedCommittee’s decision-making process with respect to our executive compensation program. We have discussions with many of our shareholders regarding various corporate governance topics, including executive compensation, and related trends, such as environmental, social, and governance considerations. The Compensation Committee will continue to consider shareholder feedback and the results ofsay-on-pay votes when making future compensation decisions.
Shareholders are being asked to approve the following resolution at the Annual Meeting: RESOLVED, that the compensation paid to the named executive officers, as disclosed in this Proxy Statement pursuant to the SEC’s executive compensation disclosure rules, which disclosure includes the Compensation Discussion and Analysis, the compensation tables, and the narrative disclosures that accompany the executive compensation tables, is hereby approved. As an advisory vote, this proposal is not binding on Apple, the Board, or the Compensation Committee. However, the Compensation Committee and the Board value the opinions expressed by shareholders in their votes on this proposal and will consider the outcome of the vote when making future compensation decisions regarding named executive officers. It is expected thatAlthough the Compensation Committee will consider the outcome of the shareholder advisory vote on Say on Pay frequency in Proposal 4, we expect the nextsay-on-pay advisory Say on Pay vote will occur at the 20212024 annual meeting of shareholders.
The Board recommends
a vote FOR
Proposal No. 3. Vote Vote Required
Approval of Proposal No. 3 requires 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.
Apple Inc. | 2020 Proxy Statement | 57
Back to Contents Proposal No. 4
Advisory Vote on Frequency of Say on Pay VotesAs described in Proposal No. 3 above, our shareholders have the opportunity to cast an advisory vote to approve the compensation of our named executive officers. In accordance with the requirements of Section 14A of the Exchange Act and the related rules of the SEC, this Proposal No. 4 – Shareholderaffords shareholders the opportunity to cast an advisory vote on how often we should include a Say on Pay proposal in our proxy materials for future annual shareholder meetings or any special shareholder meeting for which we must include executive compensation information in the proxy statement for that meeting. Under this Proposal No. 4, shareholders may vote to have the Say on Pay vote every year, every two years, or every three years. Our shareholders voted on a similar proposal in 2017 with the majority voting to hold the Say on Pay vote every year. Our Board and Compensation Committee continue to believe that Say on Pay advisory votes should be conducted each year so that our shareholders may express their views on our executive compensation program and the Compensation Committee can consider such views in its compensation planning for the fiscal year following the Say on Pay advisory vote. Shareholders may cast their advisory vote to conduct advisory votes on executive compensation every “1 Year,” “2 Years,” or “3 Years,” or “Abstain.” The Board recommends that on Proposal No. 4 you vote for future advisory votes on executive compensation to occur every “1 Year.” As an advisory vote, this proposal is not binding on Apple, the Board, or the Compensation Committee. However, the Compensation Committee and the Board value the opinions expressed by shareholders and will consider the outcome of the vote when making a decision regarding the frequency of conducting a Say on Pay vote. It is expected that the next Say on Pay frequency vote will occur at the 2029 annual meeting of shareholders. The Board recommends
a vote on Proposal No. 4 to hold Say on Pay votes every
1 YEAR. VoteRequired
The frequency for holding an advisory vote on executive compensation requires 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. If no frequency receives the foregoing vote, then we will consider the option that receives the highest number of votes cast to be the frequency recommended by shareholders.
Back to Contents
Back to Contents The following pages include proposals submitted by shareholders under Rule 14a-8. At Apple, we believe business can and should be a force for good. Our teams around the world work to infuse Apple’s deeply held values into everything we make. Apple engages with stakeholders as part of our commitment to advance meaningful change and find novel solutions to pressing challenges. We welcome dialogue regarding the issues presented in the proposals on the following pages. Apple has and continues to create effective programs designed to tackle challenges, and communicate our progress through transparent reporting. We appreciate many of the concerns raised in the proposals and firmly believe these matters are being appropriately handled by our management team with oversight from our Board. While our current programs and reports may not in each case be exactly as prescribed in a proposal, our programs are carefully designed to further the long-term interests of our shareholders, our Company, our people, and our communities. We contacted all shareholders or their designated representatives that submitted proposals for consideration at the 2023 Annual Meeting to discuss their proposals and Apple’s related policies and practices. These proposals, including any supporting statements, are included exactly as submitted to us by their proponents. Apple’s opposition statement as well as the Board’s voting recommendation immediately follows each shareholder proposal. For more information regarding our programs and our commitment to transparency we encourage you to read this Proxy Statement, our Environmental, Social, Governance Report and Index, People and the Environmental in our Supply Chain Report, Environmental Progress Report, Privacy Transparency Report, Efforts to Combat Human Trafficking and Slavery, and Conflict Minerals Report, and visit our Inclusion and Diversity website at apple.com/diversity. Additionally, more information is presented on our website regarding Apple Values as well as our Human Rights Policy and Racial Equity and Justice Initiative. Shareholder Proposal | | Board Voting
Recommendation | | Rationale | 5 | | AGAINST | | Civil Rights and Non-Discrimination Audit Proposal • The proponent mischaracterizes Apple’s commitment to inclusion and diversity by suggesting that our policies promoting these goals are discriminatory. • Undertaking a second civil rights audit would be redundant and unnecessary in light of Apple’s ongoing Civil Rights Audit. | 6 | | AGAINST | | Communist China Audit • We already provide the information requested by this proposal through our filings with the SEC and our extensive voluntary reporting relating to our international operations, including our supply chain and operations in China, and our robust risk management and reporting systems enable Apple to continually evaluate and seek to mitigate risks confronting our business. • Our Board is actively engaged in the oversight of significant risks affecting our business, including material risks relating to our supply chain and operations in China. | 7 | | AGAINST | | Board Policy • Our Board communication policy reflects a thoughtful and mainstream approach under which our directors can, and do, participate directly in discussions with shareholders, and our Board has already engaged with this proponent on their majority-supported shareholder proposal from the 2022 Annual Meeting. • The proposal is overly prescriptive and would detract from the Board’s ability to effectively discharge its duties by restricting when, how, and through whom shareholder engagement is conducted. | | | | | |
Back to Contents Shareholder Proposal | | Board Voting
Recommendation | | Rationale | 8 | | AGAINST | | RacialandGenderPayGaps • We already have a comprehensive approach to pay equity and diverse representation at every level of the Company, and since 2017 have achieved gender pay equity globally, as well as pay equity by race and ethnicity in the United States, and in 2022, we also achieved pay equity at the intersections of gender and race and ethnicity in our U.S. workforce. • We report on our progress on representation annually on our Inclusion and Diversity website, and we believe our transparency represents a more meaningful approach to pay equity and representation than the approach set forth in the proposal. | 9 | | AGAINST | | ShareholderProxyAccessAmendments • Our proxy access bylaws were developed giving careful consideration to the varying viewpoints offered by many of our shareholders and provide a meaningful opportunity for shareholders to nominate directors, while the newly adopted universal proxy card rules provide further options for shareholders. • Apple has a robust shareholder engagement program and, over the course of our engagement in calendar year 2022 with shareholders representing over 60% of institutional shares held, no shareholders provided feedback on, or sought changes to, our existing proxy access provisions. |
Back to Contents Proposals No. 5 through No. 9 were submitted for the Annual Meeting by a shareholder or shareholders who have represented to Apple that they have continuously been the beneficial owner of a sufficient amount of the Company’s securities for a sufficient time period as required by Rule 14a-8. We will promptly provide you with the address, and, to our knowledge, the number of voting securities held by the proponents of the shareholder proposals, upon receiving a written or oral request directed to Apple’s Secretary at One Apple Park Way, MS: 927-4GC, Cupertino, CA 95014 USA, or by phone at: (408) 974-3123. Approval of Proposals 5-9 requires 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.
Back to Contents Apple has been advised that the National Center for Public Policy Research intends to submit the following proposal at the Annual Meeting. Civil Rights and Non-Discrimination Audit ProposalResolved: Shareholders of Apple Inc. (“the Company”) request that the Board of Directors commission an audit analyzing the Company’s impacts on civil rights and non-discrimination, and the impacts of those issues on the Company’s business. The audit may, in the Board’s discretion, be conducted by an independent and unbiased third party with input from civil rights organizations, public-interest litigation groups, employees and other stakeholders – of a wide spectrum of viewpoints and perspectives. A report on the audit, prepared at reasonable cost and omitting confidential or proprietary information, should be publicly disclosed on the Company’s website. SupportingStatement: Tremendous public attention has focused recently on workplace and employment practices. All agree that employee success should be fostered and that no employees should face discrimination, but there is much disagreement about what non-discrimination means. Concern stretches across the ideological spectrum. Some have pressured companies to adopt “Inclusion & Diversity” programs that seek to establish “racial/social equity,” which appears to mean the distribution of pay and authority on the basis of race, sex, orientation and ethnic categories rather than by merit.(1) Where adopted, such programs raise significant objection, including concern that the programs themselves are deeply racist, sexist and otherwise discriminatory.(2) Many companies have been found to be sponsoring and promoting overtly and implicitly discriminatory employee-training and other employment and advancement programs, including Bank of America, American Express, Verizon, Pfizer, CVS and Apple itself.(3) This disagreement and controversy create massive reputational, legal and financial risk. If the Company is, in the name of equity, diversity and inclusion, committing illegal or unconscionable discrimination against employees deemed “non-diverse,” then the Company will suffer in myriad ways — all of them both unforgivable and avoidable. In developing the audit and report, the Company should consult civil-rights and public-interest law groups — but it must not compound error with bias by relying only on left-leaning organizations. Rather, it must consult groups across the spectrum of viewpoints. This includes right-leaning civil-rights groups representing people of color, such as the Woodson Center(4) and Project 21,(5) and groups that defend the rights and liberties of all Americans, not merely the ones that many companies label “diverse.” All Americans have civil rights; to behave otherwise is to invite disaster. Similarly, when including employees in its audit, the Company must allow employees to speak freely without fear of reprisal or disfavor, and in confidential ways. Too many employers have established company stances that themselves chill contributions from employees who disagree with the company’s asserted positions, and then have pretended that the employees who have been empowered by the companies’ partisan positioning represent the true and only voice of all employees. This by itself creates a deeply hostile workplace for some groups of employees, and is both immoral and likely illegal. (1) https://www.sec.gov/Archives/edgar/data/1048911/000120677421002182/fdx3894361-def14a.htm#StockholderProposals88; https://www.sec.gov/divisions/corpfin/cf-noaction/14a-8/2021/asyousownike051421-14a8-incoming.pdf; https://www.sec.gov/divisions/corpfin/cf-noaction/14a-8/2021/nyscrfamazon012521-14a8-incoming.pdf; https://www.sec.gov/Archives/edgar/data/1666700/000119312521079533/d108785ddef14a.htm#rom108785_58 (2) https://www.americanexperiment.org/survey-says-americans-oppose-critical-race-theory/; https://www.newsweek.com/majority-americans-hold-negative-view-critical-race-theory-amid-controversy-1601337; https://www.newsweek.com/coca-cola-facing-backlash-says-less-white-learning-plan-was-about-workplace-inclusion-1570875; https://nypost.com/2021/08/11/american-express-tells-its-workers-capitalism-is-racist/; https://www.city-journal.org/verizon-critical-race-theory-training (3) https://www.city-journal.org/bank-of-america-racial-reeducation-program; https://www.city-journal.org/verizon-critical-race-theory-training; https://nypost.com/2021/08/11/american-express-tells-its-workers-capitalism-is-racist/; https://www.foxbusiness.com/politics/cvs-inclusion-training-critical-race-theory; https://www.msn.com/en-us/money/other/pfizer-sets-race-based-hiring-goals-in-the-name-of-fighting-systemic-racism-gender-equity-challenges/ar-AAOiSwJ; https://www.apple.com/diversity/ (4) https://woodsoncenter.org/ (5) https://nationalcenter.org/project-21/
Back to Contents TheBoardrecommendsavoteAGAINSTProposalNo.5because:• the proponent mischaracterizes Apple’s commitment to inclusion and diversity by suggesting that our policies promoting these goals are discriminatory; • undertaking a second civil rights audit would be redundant and unnecessary in light of Apple’s ongoing Civil Rights Audit; • Apple has demonstrated a long-standing commitment to civil and human rights, to making our Company more inclusive and diverse, and to nurturing a culture where everyone belongs; and • we provide robust disclosure about our goals and the progress we are making on civil and human rights issues, and our Board maintains active oversight of our civil and human rights commitments. The proponent mischaracterizes Apple’s commitment to inclusion and diversity by suggesting that our policies promoting these goals are discriminatory. Contrary to the proponent’s claims, Apple does not tolerate discrimination or harassment of any kind. At Apple, we are committed to treating everyone with dignity and respect and believe that both Apple and its shareholders benefit from nurturing a culture where everyone belongs. To date, we have taken numerous actions in support of this commitment, including initiating a third-party Civil Rights Audit that is currently in process, human rights due diligence under our Human Rights Policy, and transparent public reporting — all under the Board’s active oversight. The Board believes that adoption of the proposal would be redundant due to our existing actions and commitments on the topic. OngoingCivilRightsAudit. Apple’s Civil Rights Audit is currently underway. We have engaged a team from Covington & Burling LLP, led by former U.S. Attorney General Eric Holder, to conduct the audit, which will examine civil rights impacts related to our business in the areas of our people, our products and services, customer connections, and communities. The Covington team is assessing the Company’s policies, controls, and initiatives in these areas, and we expect to publish a report regarding their assessment in 2023. Undertaking a second civil rights audit would be redundant and unnecessary. Apple’shumanrightscommitmentsandoversight. Apple is constantly working to promote civil rights and respect for human rights, racial equity and racial justice, inclusion and diversity, and non-discrimination. Apple’s Human Rights Policy(1) outlines our commitment to respecting human rights, including civil rights and the right to privacy, among other internationally recognized rights. Our approach is based on the United Nations’ Guiding Principles on Business and Human Rights, and the Policy reflects feedback that we have heard from our shareholders, as well as civil and human rights organizations and other stakeholders. Apple’s commitment starts with a prohibition on harassment, discrimination, violence, and retaliation of any kind, as well as zero tolerance for any form of prejudice or bigotry. We seek to promote diversity, increase inclusion, and advance racial justice, both within Apple and through outward-facing efforts. We also require every Apple employee to participate in trainings on unconscious bias, and we are working to improve representation and diversity at every level of our Company, including in positions of leadership. We also conduct human rights due diligence to identify risks and work to mitigate them. We seek to remedy adverse impacts, track and measure our progress, and report our findings. Our General Counsel oversees ongoing implementation of our Human Rights Policy and reports to the Board and its committees on progress and any significant issues identified in the human rights diligence process. Inclusionanddiversity. At Apple, we’re building on our long-standing commitment to make our Company more inclusive and diverse and to promote equitable pay for all employees. We’re supporting underrepresented communities with initiatives that combat inequity, expand access to opportunity, and foster belonging through community. As a sign of our commitment, Apple is a founding signatory to the ACT Report: Action to Catalyze Tech, A Paradigm Shift for DEI (Diversity, Equity, and Inclusion),(2) which provides tech companies and leaders a rigorous framework of action. As a signatory, Apple has already committed to (1) reviewing existing diversity, equity, and inclusion practices and gaps, and identifying relevant actions to operationalize diversity, equity, and inclusion throughout the Company; (2) sharing diversity, equity, and inclusion data, metrics, and goals; and (3) advocating for policies that create pathways into tech for underrepresented communities and increase access to capital for diverse entrepreneurs. (1) investor.apple.com/Apple-Human-Rights-Policy (2) actreport.com/wp-content/uploads/2021/11/The-ACT-Report.pdf
Back to Contents TransparentreportingandactiveBoardoversight. We aim to be transparent about our goals and the progress we are making on human rights issues. Accordingly, we set goals, track progress, and measure our impact in these areas and report them publicly in a variety of ways, in addition to the ongoing Civil Rights Audit, including through our: • 2022 Environment, Social, Governance Report;(1) • Inclusion and Diversity website;(2) • Privacy Transparency Report;(3) • People and Environment in Our Supply Chain — 2022 Annual Progress Report;(4) and • Environmental Progress Report.(5) Apple’s Board is responsible for overseeing and periodically reviewing our Human Rights Policy, while Apple’s General Counsel is responsible for its ongoing implementation, and reports to the Board and its committees on our progress and any significant issues identified during the diligence process. Our Compensation Committee is tasked with assisting the Board in its oversight of management’s strategies, policies, and practices relating to Apple’s people and teams, including with respect to inclusion and diversity, culture and employee engagement, talent recruitment, development, and retention. Further, our Nominating Committee oversees Apple’s shareholder engagement strategy and response to shareholder proposals and is overseeing Apple’s current Civil Rights Audit. The Nominating Committee reviewed this proposal and determined that it would not be in the best interests of shareholders to implement the proposal. Recommendation: Apple already addresses the objective of the proposal of “analyzing the Company’s impacts on civil rights and non-discrimination, and the impacts of those issues on the Company’s business” through its ongoing Civil Rights Audit, human rights initiatives, transparent reporting, and active Board oversight. Therefore, we believe that the audit requested by this proposal is redundant and not in the best interests of shareholders. For all the reasons above, the Board recommends a vote AGAINST Proposal No. 5. The Board recommends a vote AGAINST Proposal No. 5. VoteRequired Approval of Proposal No. 5 requires 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.
(1) investor.apple.com/esg/2022_Apple_ESG_Report (3) apple.com/legal/transparency/ (4) apple.com/supplier-responsibility/pdf/Apple_SR_2022_Progress_Report.pdf (5) apple.com/environment/pdf/Apple_Environmental_Progress_Report_2022.pdf
Back to Contents Apple has been advised that the National Legal and Policy Center intends to submit the following proposal at the Annual Meeting. Communist China AuditRESOLVED:Shareholders request that, beginning in 2023, Apple Inc. report annually to shareholders on the nature and extent to which corporate operations depend on, and are vulnerable to, Communist China, which is a serial human rights violator, a geopolitical threat, and an adversary to the United States. The report should exclude confidential business information but provide shareholders with a sense of the Company’s reliance on activities conducted within, and under control of, the Communist Chinese government. SupportingStatement:American companies doing business in China is a controversial public policy issue, according to an April 2, 2021 CNN report titled, “Doing business in China is difficult. A clash over human rights is making it harder.” Apple does business in – and relies on materials, parts, labor and/or services from – entities in China. China is a serial violator of human and political rights. China is also hostile to the U.S. for a variety of reasons, including: – China intends to displace the U.S. as the lone global superpower by 2049; – The U.S. has committed to defend Taiwan, which China has asserted is part of its country and may attempt to seize by force; – U.S.-China relations are tense over a number of issues including China’s military expansion; egregious human rights violations; actions related to the COVID pandemic; intellectual property theft; relentless espionage; elimination of freedom in Hong Kong; and environmental pollution. China has also indicated that it would use its industrial capabilities for strategic purposes against adversaries. Many Chinese companies – which are ultimately under the control of the Communist government – are vulnerable to the U.S. HoldingForeignCompaniesAccountableAct, do not adhere to basic auditing standards, and are therefore untrustworthy. China, and by extension the companies it controls, were also identified in the U.S. State Department’s 2022 TraffickinginPersonsReport as a state sponsor of human trafficking. They are now subject to the UyghurForcedLaborPreventionAct, which imposes strict verification of parts and products imported from China, that they are not generated from slave labor. Apple’s extensive ties to China also breed reputational risk for the company. For example, while the company funds groups that promote the interests of homosexual and transgender individuals, the Communist government persistently and vigorously cracks down on those forms of identity. A July 2022 joint statement from the leaders of the British and American domestic intelligence agencies warned that the Communist Chinese Party is the greatest threat to the international order. “We consistently see that it’s the Chinese government that poses the biggest long-term threat to our economic and national security, and by ‘our,’ I mean both of our nations, along with our allies in Europe and elsewhere,” said Federal Bureau of Investigation Director Christopher Wray. Given the controversial, if not dangerous, nature of doing business in and with China, shareholders have the right to know the extent to which Apple’s business operations depend on Communist China.
Back to Contents TheBoardrecommendsavoteAGAINSTProposalNo.6because:• we already provide the information requested by this proposal through our filings with the SEC and our extensive voluntary reporting relating to our international operations, including our supply chain and operations in China; • our disclosures include information about our robust risk management and reporting systems, which enable Apple to continually evaluate and seek to mitigate risks confronting our business; • we are deeply committed to respecting internationally recognized human rights in our global business operations and maintain leading policies and processes on supplier conduct; and • our Board is actively engaged in the oversight of significant risks affecting our business, including material risks relating to our supply chain and operations in China. We believe conducting our business ethically and respecting the highest standards of human rights together with effective governance and risk management is a more effective way to deliver long-term value to our shareholders than by producing the additional open-ended annual reporting requested by the National Legal and Policy Center. Transparentreporting. In our filings with the SEC, we provide information regarding our revenue and operating income derived from Greater China, as well as a discussion of the material risks arising from international trade and business operations. We are required to make updates for material changes each quarter. For example, in our most recent Annual Report on Form 10-K, we disclosed: “The Company has a large, global business with sales outside the U.S. representing a majority of the Company’s total net sales, and the Company believes that it generally benefits from growth in international trade. Substantially all of the Company’s manufacturing is performed in whole or in part by outsourcing partners located primarily in Asia, including China mainland, India, Japan, South Korea, Taiwan and Vietnam. Trade policies and disputes and other international conflicts can result in tariffs, sanctions and other measures that restrict international trade, and can materially adversely affect the Company’s business, particularly if these measures occur in regions where the Company derives a significant portion of its revenues and/or has significant supply chain operations. For example, tensions between the U.S. and China have led to a series of tariffs being imposed by the U.S. on imports from China mainland, as well as other business restrictions.” In addition to these required disclosures, we also voluntarily provide information relating to our international operations, including in China. For example, Apple provides a publicly available list of our suppliers by country and region, including China, on our Supplier Responsibility website,(1) which we work to update annually. And we voluntarily publish a bi-annual Privacy Transparency Report(2) that discloses information regarding government requests for customer information and to remove content, including requests from government authorities in China. We also track and measure our performance across a range of human rights-related metrics and report our performance publicly in several ways, including in our 2022 Environmental, Social, Governance Report(3) and our People and Environment in Our Supply Chain — 2022 Annual Progress Report.(4) Through these existing disclosures, Apple informs and regularly updates our shareholders as to the nature and extent of our operations and activities in China and material risks and vulnerabilities to our business arising from these activities. StrongEnterpriseRiskManagementProgram. Apple has an Enterprise Risk Management Program that is designed to identify, assess, and monitor Apple’s significant business risks, including risks related to our supply chain and operations, which we have identified as a key area of focus. The program is supported by a Risk Oversight Committee, consisting of our Chief Financial Officer, General Counsel, Head of Business Assurance, and other senior business leaders, that assists the Audit and Finance Committee with its general responsibility for overseeing enterprise risk management. Through these robust risk management and reporting systems, Apple is able to continually evaluate and seek to mitigate the risks confronting our business. (1) apple.com/supplier-responsibility/pdf/Apple-FY21-Supplier-List.pdf (2) apple.com/legal/transparency/ (3) investor.apple.com/esg/2022_Apple_ESG_Report (4) apple.com/supplier-responsibility/pdf/Apple_SR_2022_Progress_Report.pdf
Back to Contents Longstandingcommitmenttohumanrights. At Apple, our North Star is creating great technology that empowers our customers and enriches their lives. People come first in everything we do. Our respect for human rights includes our commitment to seeing that everyone is treated with dignity and respect. We engage with a range of stakeholders, including rightsholders, civil society organizations, academic experts, and program partners so that our Supplier Code of Conduct and Supplier Responsibility Standards(1) reflect internationally recognized labor, human rights, health and safety, and environmental standards. In 2020, the Board adopted Apple’s Human Rights Policy.(2) The policy governs how we treat everyone, including people at every level of our supply chain, as well as our customers, our employees, and our business partners. We are deeply committed to respecting internationally recognized human rights in our business operations, as set out in the United Nations International Bill of Human Rights and the International Labour Organization’s Declaration on Fundamental Principles and Rights at Work. Moreover, our approach is guided by the United Nations’ Guiding Principles on Business and Human Rights and reflects feedback that we have heard from our shareholders, as well as civil and human rights organizations and other stakeholders. Our commitment to human rights extends to every facet of our business, from working to safeguard security and user privacy in our products and promoting freedom of expression and access to information on our platforms to providing a safe and respectful environment for all people in our supply chain. Zerotoleranceforforcedlabor. We are committed to leaving the world better than we found it, and that starts with treating the people making our products with dignity and respect. Our Supplier Code of Conduct and Supplier Responsibility Standards and our Human Rights Policy outline our requirements for suppliers in the areas of labor and human rights, health and safety, environment, management systems, and ethics. We continuously conduct reviews across our supply chain to verify that suppliers can meet or exceed our strict standards, which include zero tolerance for forced labor. We also provide training and toolkits to help suppliers better understand how to meet our standards if needed. As part of the reviews of our supply chain, we engage independent, third parties to conduct assessments at supplier facilities to verify key employee documentation, investigate hiring practices, and conduct extensive interviews with workers in their native languages and without managers present. In 2021, we conducted more than 1,100 assessments in 52 countries, and found no instances globally where anyone was forced to work in our supply chain. Our standards and protections apply across the supply chain, regardless of a person’s job or location. Any violation of our policies has immediate consequences, including possible business termination. Further, in preparation for the adoption of the Uyghur Forced Labor Prevention Act, we conducted due diligence on our supply chain and found no evidence that any of our suppliers were located in the Xinjiang Uyghur Autonomous Region or that any workers transferred from the region were working on Apple production lines. Our supplier policies mandate that our suppliers conduct their business with integrity and must not engage in corruption, extortion, embezzlement, or bribery to obtain an unfair or improper advantage. Furthermore, we believe all workers in our supply chain deserve a fair and ethical workplace, and therefore suppliers must comply with our policies with respect to workers’ rights, including regarding freely chosen employment, appropriately aged workers, working hours, wages and benefits, health and safety, non-discrimination, non-harassment, and freedom of association. Suppliers must also implement risk assessment and management processes to identify and minimize the risks associated with their operations, including risks related to labor and human rights, health and safety, environment, business ethics, and legal compliance. Further, we have launched third-party grievance hotline awareness campaigns, including with supplier employees in China, to engage on and improve worker satisfaction and amplify worker voices. (1) apple.com/supplier-responsibility/pdf/Apple-Supplier-Code-of-Conduct-and-Supplier-Responsibility-Standards.pdf (2) investor.apple.com/Apple-Human-Rights-Policy
Back to Contents ActiveBoardoversightofriskmanagement. Apple’s Board is responsible for the oversight of significant risks affecting our business and Apple’s Enterprise Risk Management Program. The Board actively exercises this oversight through regular reviews and discussion with Apple management handling key risks, and is supported by the Audit and Finance Committee that has the primary responsibility for assisting the full Board with its risk oversight duties. The Board is also responsible for overseeing and periodically reviewing Apple’s Human Rights Policy, while Apple’s General Counsel is responsible for its ongoing implementation and reports to the Board and its committees on our progress and any significant issues identified during the diligence process. Recommendation: We believe the additional open-ended annual reporting requested by this proposal is unwarranted given our regular and transparent public reporting, robust risk management systems, deep commitment to respecting internationally recognized human rights in our business operations, leading policies and processes on supplier conduct, and our Board’s active oversight of the executive team’s management of the key risks confronting Apple, including material risks relating to our operations in China. For all the reasons above, the Board recommends a vote AGAINST Proposal No. 6. The Board recommends a vote AGAINST Proposal No. 6. VoteRequired Approval of Proposal No. 6 requires 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.
Back to Contents Apple has been advised that Nia Impact Capital, as lead filer, along with a co-filer, whose name, address, and shareholdings will be provided by us upon request, intends to submit the following proposal at the Annual Meeting. Board PolicyWhereas: In 1947, the Court of Appeals for the Third Circuit upheld the right of a shareholder to submit a proposal on shareholder approval of the auditor, stating that “A corporation is run for the benefit of its stockholders and not for that of its managers.”(1) The SEC’s Staff has made clear that “a cornerstone of shareholder engagement on important matters”(2) is the shareholder resolution process. In our view, a high vote for a shareholder proposal indicates that investors believe insufficient attention has been paid by the company’s management or Board to the issue at hand. Apple’s Corporate Governance Guidelines state that the Board of Directors oversees the CEO and senior management and “seeks to ensure that the long-term interests of shareholders are being served.” The Guidelines also state that “The Board believes that management speaks for the Corporation” and that it is only in “unusual circumstances” that individual directors will to be authorized to speak with investors or other stakeholders. If Apple’s Board members are restricted in when they speak with stakeholders, this may undermine the Board’s ability to, per the Corporate Governance Guidelines, proactively “ensure that the Corporation is committed to business success through the maintenance of high standards of responsibility and ethics.”(3) For example, in 2022, Nia Impact Capital (“Nia”) submitted a resolution requesting that the Board review Apple’s use of concealment clauses in the context of harassment, discrimination and other unlawful acts. The resolution received support from 50.4% of all shares voted “For” and “Against.” Apple management had stated that it was “not aware” of the use of concealment clauses and that “Apple does not limit employees’ and contractors’ ability to speak freely about harassment, discrimination, and other unlawful acts in the workplace.”(4) However, shortly after this statement a former Apple employee went public with a severance agreement that Apple had asked her to sign which included non-disclosure and non-disparagement clauses related to workplace conditions.(5) This discrepancy undermined Nia’s confidence in management’s representation of Apple’s use of concealment clauses. Despite the high vote showing that other investors shared these concerns and an explicit request made by Nia and other investors for a meeting, no Board member has agreed to a meeting. Resolved: Apple shareholders urge the Board to adopt a policy that, should holders of a majority of non-insider shares voted support a shareholder proposal (calculated by dividing (i) “For” votes by (ii) the sum of votes cast “For” and “Against”, minus the shares held by current executive officers and Board members as reported in the proxy statement), a Board member or members, identified by the Nominating Committee Chair, will be made available for a discussion with the proposal’s proponents within three months of Apple filing its Report on Form 8-K containing the voting results. Supporting statement: Neither the Board nor Apple or the resolution’s proponents would be obligated to take any action as a result of this discussion. (1) https://casetext.com/case/securities-exch-comn-v-transamerica-corp (2) https://www.sec.gov/corpfin/staff-legal-bulletin-14l-shareholder-proposals (3) https://s2.q4cdn.com/470004039/files/doc_downloads/gov_docs/Corporate-Governance-Guidelines.pdf (4) https://www.sec.gov/divisions/corpfin/cf-noaction/14a-8/2021/niaapple122021-14a8.pdf (5) https://www.businessinsider.com/apple-sec-response-under-scrutiny-after-whistleblower-comes-forward?r=US&IR=T
Back to Contents TheBoardrecommendsavoteAGAINSTProposalNo.7because:• Apple has an active shareholder engagement program, and our directors can, and do, participate directly in discussions with shareholders; • Apple’s current policy does not restrict the Board’s ability to engage with shareholders and instead reflects a thoughtful and mainstream approach to shareholder communications; • the proposal is overly prescriptive and would detract from the Board’s ability to effectively discharge its duties by restricting when, how, and through whom shareholder engagement is conducted; and • the Board takes shareholder engagement and feedback seriously, has already proceeded to implement the majority-supported shareholder proposals from our 2022 Annual Meeting, and has already engaged with this proponent on their majority-supported shareholder proposal from the 2022 Annual Meeting. Apple’s Board recognizes its role in seeking to ensure that the long-term interests of Apple’s shareholders are being served and appreciates the importance of being responsive to their views. However, the Board believes that the unique policy put forth in this proposal is not in shareholders’ best interests as it is overly prescriptive and restricts the Board’s ability to determine when, how, and through whom shareholder engagement is best conducted. TheroleoftheBoardinshareholderengagement. The proposal’s supporting statement mischaracterizes the Board’s policy on shareholder engagement. Apple’s Corporate Governance Guidelines, which were adopted by the Board, do not restrict the Board’s ability to engage with shareholders. Instead, they reflect a thoughtful and mainstream approach to stakeholder engagement that recognizes the benefits of coordinating communications to allow Apple to speak with one voice when appropriate, while providing multiple avenues for engagement that can vary depending on the context and issue. In this regard, the Board believes that, while at times it may be appropriate to engage directly on topics including executive compensation and corporate governance, management plays an important role when engaging on issues that more directly implicate the Company’s business operations, such as when addressing issues that implicate employment policies. The Board’s policy on stakeholder engagement, as set forth in the Corporate Governance Guidelines, recognizes this distinction by acknowledging that the Board’s committee charters contemplate engagement by Board members on various topics, including in the context of the Nominating Committee’s review of shareholder proposals submitted to Apple. Similarly, the policy allows Apple’s independent Chair of the Board (or its lead independent director if the Chair is not independent) or the full Board to otherwise provide for engagement between Board members and shareholders when appropriate. In practice, Apple has an active shareholder engagement program in which the Board participates. For example, in calendar year 2022, we reached out to shareholders representing over 70% of institutional shares held, and a director participated in over 50% of engaged shares. In addition, Apple proactively engages with shareholders and other stakeholders throughout the year. This engagement helps us better understand shareholder priorities and perspectives, gives us an opportunity to elaborate upon our initiatives with Apple subject matter experts, and fosters constructive dialogue with our community of shareholders. The Board and our management teams carefully consider the feedback from these meetings, as well as shareholder support and feedback at our annual meetings, when reviewing our business practices and corporate governance framework. Theproposalisoverlyprescriptive. In contrast to the Board’s current flexible policy on stakeholder engagement, this proposal contemplates a highly prescriptive policy that would mandate a specific timeline for engagement with a shareholder proponent, regardless of circumstances, and a voting calculation that is inconsistent with our core governance principle of one share, one vote. As stated above, Apple welcomes engagement with its shareholders, including with shareholders who have submitted, or are contemplating submission of, shareholder proposals. On many occasions, Apple has been able to satisfactorily respond to questions, enhance its disclosures, or adjust its policies or practices to resolve questions or concerns raised by a shareholder, eliminating any need for a proposal to be put to a vote by shareholders. When a shareholder proposal is included in Apple’s proxy statement, Apple and its Board seek to engage the proponent to understand their views. If, contrary to the Board’s recommendation, a proposal passes or receives a significant level of shareholder support, the Board believes the appropriate response is to understand why shareholders supported the proposal, which the Board
Back to Contents believes is best achieved by Apple’s direct communication with a range of different shareholders. While the Board may also determine it is appropriate to engage further with a shareholder proponent, the Board believes it is important to retain the flexibility to determine when this type of engagement will occur and who can best represent Apple in any meeting with the proponent, instead of taking the prescriptive approach to engagement that would be required under this proposal. Majority-supportedshareholderproposals. Apple takes shareholder engagement and feedback seriously, and, following our 2022 Annual Meeting, reached out to proponents of both proposals that were supported by a majority of shares voted. Following evaluation of the voting results of the proposal requesting that Apple conduct a civil rights audit, Apple publicly committed to conducting the audit and engaged a team at Covington & Burling LLP, led by former U.S. Attorney General Eric Holder, to undertake that project. Apple also carefully considered the voting results on the proposal submitted for the 2022 Annual Meeting by the same proponent of this proposal. The 2022 proposal requested a public report assessing the potential risks to Apple associated with “its use of concealment clauses in the context of harassment, discrimination, and other unlawful acts.” Following the 2022 Annual Meeting, the Nominating Committee oversaw Apple’s process to implement the 2022 proposal, and approved publication of the requested report, which was released in December 2022. The proposal submitted for this year’s 2023 Annual Meeting states that as of the date the 2023 proposal was submitted, “no Board member ha[d] agreed to a meeting” following the 2022 proposal receiving majority support at Apple’s 2022 Annual Meeting. However, because the 2022 proposal implicated Apple’s world-wide employment practices, the Nominating Committee believed Apple management was best positioned to open that discussion. Apple management sought to engage with the proponent multiple times, and the proponent declined to engage each time. After the Nominating Committee had the opportunity to review and evaluate the draft report on concealment clauses, the Chair of the Nominating Committee requested and held a meeting with the proponent. ActiveBoardoversight. The Board takes an active role in overseeing the Company and seeks to ensure that the long-term interests of Apple and its shareholders are being served. To this end, the Nominating Committee assists the Board in its oversight of shareholder engagement. The Nominating Committee also reviews annually Apple’s Corporate Governance Guidelines, including its approach to shareholder engagement, and recommends changes to the Board to align with best corporate governance practices and shareholder expectations. The Board and the Nominating Committee, however, believe that the proposed policy is not aligned with mainstream practices and shareholder expectations around stakeholder engagement, and that its overly prescriptive nature detracts from the Board’s ability to effectively discharge its duties by restricting the Board’s discretion to determine when, how, and through whom shareholder engagement is best conducted. Recommendation: The Board believes that its current approach to stakeholder engagement, rather than the overly prescriptive policy suggested by this proposal, best serves the interests of the Company and its shareholders by providing the Board with the appropriate flexibility to determine when, how, and through whom shareholder engagement is conducted. For all the reasons above, the Board recommends a vote AGAINST Proposal No. 7. The Board recommends a vote AGAINST Proposal No. 7. VoteRequired Approval of Proposal No. 7 requires 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.
Back to Contents Apple has been advised that Arjuna Capital intends to submit the following proposal at the Annual Meeting. Racial and Gender Pay GapsWhereas: Pay inequities persist across race and gender and pose substantial risk to companies and society at large. Black workers’ hourly median earnings represent 64 percent of white wages. The median income for women working full time is 83 percent that of men. Intersecting race, Black women earn 63 cents, Native women 60 cents, and Latina women 55 cents. At the current rate, women will not reach pay equity until 2059, Black women until 2130, and Latina women until 2224. Citigroup estimates closing minority and gender wage gaps 20 years ago could have generated 12 trillion dollars in additional income. PwC estimates closing the gender pay gap could boost Organization for Economic Cooperation and Development countries’ economies by 2 trillion dollars annually. Actively managing pay equity is associated with improved representation, and diversity is linked to superior stock performance and return on equity. Minorities represent 56 percent of Apple’s workforce, but only 43 percent of leadership. Women represent 35 percent of Apple’s workforce and 31 percent of leadership. Best practice pay equity reporting consists of two parts: 1. unadjustedmedian pay gaps, assessing equal opportunity to high paying roles, 2. statistically adjustedgaps, assessing pay between minorities and non-minorities, men and women, performing similar roles. Apple reports only statistically adjusted gaps but ignores unadjusted gaps, which address structural bias women and minorities face regarding job opportunity and pay, particularly when men hold most higher paying jobs. Median pay gaps show, quite literally, how Apple assigns value to employees through the roles they inhabit and pay they receive. Median gap reporting also provides a digestible and comparable data point to determine progress over time. Racial and gender median pay gaps are accepted as thevalid way of measuring pay inequity by the United States Census Bureau, Department of Labor, Organization for Economic Cooperation and Development, and International Labor Organization. The United Kingdom and Ireland mandate disclosure of median gender pay gaps. Apple discloses data for United Kingdom employees, reporting a median hourly gender pay gap of 9 percent and median bonus gap of 35 percent. Resolved: Shareholders request Apple report on medianpay gaps across race and gender, including associated policy, reputational, competitive, and operational risks, and risks related to recruiting and retaining diverse talent. The report should be prepared at reasonable cost, omitting proprietary information, litigation strategy and legal compliance information. Racial/gender pay gaps are defined as the difference between non-minority and minority/male and female medianearnings expressed as a percentage of non-minority/male earnings (Wikipedia/OECD, respectively). SupportingStatement: An annual report adequate for investors to assess performance could, with board discretion, integrate base, bonus and equity compensation to calculate: • percentage median gender pay gap, globally and/or by country, where appropriate • percentage median racial/minority/ethnicity pay gap, US and/or by country, where appropriate
Back to Contents TheBoardrecommendsavoteAGAINSTProposalNo.8because: • we already have a comprehensive approach to pay equity and diverse representation at every level of the Company, and since 2017 have achieved gender pay equity globally, as well as pay equity by race and ethnicity in the United States, and in 2022, we also achieved pay equity at the intersections of gender and race and ethnicity in our U.S. workforce; • we also provide robust disclosure of our representation annually on our Inclusion and Diversity website, including with respect to hiring and leadership roles, and we believe our transparency represents a more meaningful approach to pay equity and representation than the approach set forth in the proposal; • we have strong programs and policies in place to foster an inclusive culture and promote representation, and provide comprehensive benefits and competitive compensation; and • inclusion and diversity is one of our Apple values and our Board maintains active oversight of this area, we have a dedicated Vice President of Inclusion and Diversity, and beginning in 2021 we included a modifier based on Apple values and key community initiatives in the annual cash incentive program for our executives, reflecting our commitment to promoting values-driven leadership. At Apple, we’re always building on our long-standing commitment to make our Company more inclusive and diverse and provide for equitable pay for all employees. Promotingpayequityandrepresentation. Since 2017, we have achieved gender pay equity globally, as well as pay equity by race and ethnicity in the United States. In 2022, we also achieved pay equity at the intersections of gender and race and ethnicity in our U.S. workforce. These metrics are assessed by a third-party firm that evaluates compensation across all of Apple using statistical modeling. This rigorous review considers annual total compensation, including base salary, discretionary bonuses, and discretionary RSUs, as well as a variety of data related to pay, including job level, location, performance ratings, and tenure. To further promote pay equity, it is our policy not to ask candidates for compensation history, and our recruiters develop offers of employment based on the compensation of current Apple employees in similar roles. In addition, during our annual compensation planning process, our People team uses analytics to assess promotion rates, performance ratings distribution, and pay metrics for women compared to men and, in the United States, for underrepresented groups compared to non-underrepresented groups. We also seek to pay competitive wages across our global operations, and all employees are eligible for stock ownership in the Company. Taking into consideration the comprehensive approach we have and continue to take with respect to pay equity, and given the diverse roles in our workforce and global operations, we do not believe a single median pay figure is a meaningful metric for Apple. This statistic seeks to compare the median two employees whose compensation happens to fall at the midpoint of a pay distribution and does not account for valid factors that affect pay such as role, skills, qualifications, location, country, performance, and experience. Our shareholders do not need a substitute measure for our progress toward a more inclusive workforce. We issue annual reports on our representation data on our Inclusion and Diversity website and have programs to increase representation as well as active Board oversight in this area. Our commitment to pay equity and increasing representation, and progress in this area, reaffirm our belief that our current framework is more appropriate for the Company. TransparentReporting. We continue to focus on increasing diverse representation at every level of the Company to help Apple become an even better reflection of the world we live in, and we are proud of the progress we have made. And we share our progress on our Inclusion and Diversity website, which provides data on the ratio of women and people from underrepresented communities in our workforce, as well as within tech, nontech, leadership, retail, and retail leadership roles. We also share on our website metrics regarding hiring for leadership positions, R&D positions, and R&D leadership positions. Although we do not use the Federal Employer Information Report EEO-1 to assess progress, we have been making these reports publicly available since 2015. Between 2014 and 2021: • the number of employees from underrepresented communities has increased by 74% in the United States, with an 80% increase in leadership during this time;(1) (1) Leadership roles include managers at all levels of our Company.
Back to Contents • the number of Hispanic/Latinx employees at Apple in the United States has increased by 104% during this period, with a 90% increase in leadership during this time; • the number of Black employees at Apple in the United States has increased by 71%, with an 84% increase in leadership during this time; and • the number of female employees at Apple worldwide has increased by 89%, with an 87% increase in leadership during this time. In addition, between January 2021 and December 2021: • 47% of open leadership roles and 34% of open R&D leadership roles were filled by women globally; and • 59% of open leadership roles and 38% of open R&D leadership roles in the United States were filled by people from underrepresented communities. We are working to accelerate progress through our diversity recruiting and hiring efforts across Apple, with a focus on technical, engineering, and leadership roles. We are expanding our diversity outreach efforts, including our ties with Historically Black Colleges and Universities (HBCUs), Hispanic-Serving Institutions (HSIs), and other organizations that serve and engage talent from underrepresented communities. And we continue to make progress toward our goal of having more diverse interview panels and candidates so that diversity is reflected at every stage of the hiring process. Fosteringaninclusiveculturetopromoterepresentation. At Apple, we believe building an inclusive culture rooted in community helps everyone, in every part of Apple, feel supported, valued, connected, and empowered to do the best work of their lives. From day one, Apple employees have access to our career development programs, ongoing inclusion and diversity education, and support throughout their career journey. For example, our Career Experiences program, available in 11 locations across all geographic regions, enables temporary, hands-on development opportunities for Apple Store, service, and support team members by creating short-term rotations in technical, operations, and corporate functions across Apple. Participants can build new skills, explore an aspirational role up close, and gain in-role experience, while host teams benefit from the unique customer-facing perspectives, talents, and passions of participants. Further, all our employees are required to complete unconscious bias and inclusion training, and can access expert-led courses on race, justice, allyship, and more. In addition, all our managers are required to take inclusive leadership training, and inclusion and diversity measures are built into our annual review process for leaders across Apple. For more than 35 years, Apple employees have found community and connection in our Diversity Network Associations (DNAs). These employee-led groups foster a culture of belonging through education, leadership, development, networking, and volunteering, while also encouraging the kind of open dialogue that leads to stronger allyship across Apple. DNA communities have grown by more than 50% since the beginning of 2021, and today, over 55,000 Apple employees across the globe belong to groups like Accessibility@Apple, AsianPacific@Apple, Beacon@Apple, Black@Apple. Familia@Apple, Indigenous@Apple, Pride@Apple, SouthAsian@Apple, Women@Apple, and more. Empoweringcommunities. Our work to increase representation doesn’t stop at our own doors and we believe our work supporting and empowering our communities will also help increase representation in our workforce.We are committed to supporting and empowering communities around the world. Apple’s Racial Equity and Justice Initiative began in June 2020 with an initial commitment of $100 million to help dismantle systemic barriers to opportunity and combat injustices faced by communities of color, followed by an additional $30 million commitment in August 2021 to help elevate equity-focused solutions across the academic and advocacy landscapes, and a $25 million commitment in May 2022 to expand access to capital for community financial institutions supporting communities of color. As noted above, Apple is also collaborating with minority-serving institutions across the country to support the leadership of HBCUs, HSIs, Tribal Colleges and Universities (TCUs), and community colleges and other centers of learning in expanding educational access.
Back to Contents In January 2021, we launched the Propel Center, a global innovation and learning hub for the HBCU community, and in August 2021, we announced our partnership with California State University (CSU) Northridge’s Global HSI Equity Innovation Hub, which aims to transform HSIs throughout the CSU system and the United States in order to increase student success and equip Latinx and other students from historically underserved groups with skills for high-demand careers in science, technology, engineering, and math. In partnership with Tennessee State University, Apple supports the HBCU C2 initiative, launched in 2019 to empower and support HBCUs to bring coding and creativity experiences to their communities, using Apple hardware and its Everyone Can Code and Everyone Can Create curricula. In 2021, we announced the expansion of the program to 11 new schools, bringing the total number of community coding centers and regional hubs on HBCU campuses to 45 across the United States. We are also providing mentorship to founders who have historically been cut out of funding opportunities through our Impact Accelerator and significant financial investments to support businesses with diverse founders. In addition, our Apple Developer Academy, which first opened in Brazil in 2013, provides the tools and training for aspiring entrepreneurs, developers, and designers to find and create jobs in the thriving iOS app economy. As of April 2022, Apple has 23 foundation programs that cover specific topics, including an introductory course for those considering app development as a career path, and 17 academy programs across the globe, including the first U.S. Apple Developer Academy that launched in Detroit in October 2021 and the first women-dedicated Apple Developer Academy that launched in Riyadh, Saudi Arabia in November 2021. The programs are based in seven countries with over 2,600 participants in calendar year 2021—and more than 15,000 since the inception of the Apple Developer Academy in 2013. ActiveBoardoversight. Inclusion and diversity is one of our Apple values and our Board and its committees maintain active oversight of this area. The Board receives regular updates on diversity initiatives from our dedicated Vice President of Inclusion and Diversity, whose work aids in the hiring, development, and retention of world-class talent, at all levels, that reflect the customers and communities we engage with. And our Compensation Committee is tasked with assisting the Board in its oversight of management’s strategies, policies, and practices relating to Apple’s people and teams, including with respect to pay equity, inclusion and diversity, culture and employee engagement, talent recruitment, development, and retention. As part of their efforts, beginning in 2021, the Compensation Committee amended the annual cash incentive program for executives to include a modifier as a measure to evaluate the actions taken during the year to advance our Apple values and key community initiatives and reflect our commitment to promoting values-driven leadership. Recommendation: Given our comprehensive approach to pay equity and representation, our robust annual disclosures, our strong programs and policies to foster an inclusive culture and promote representation, and our active Board oversight in this area, we believe our current framework is a more meaningful way to advance diverse representation in the workforce and promote pay equity than the unadjusted median pay gap disclosures requested by the proposal. For all the reasons above, the Board recommends a vote AGAINST Proposal No. 8. The Board recommends a vote AGAINST Proposal No. 8. VoteRequired Approval of Proposal No. 8 requires 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.
Back to Contents Apple has been advised that James McRitchie intends to submit the following proposal at the Annual Meeting. Proposal 9 - Shareholder Proxy Access Amendments RESOLVED: Shareholders of Apple, Inc. (the “Company” or “Apple”) ask the board of directors (the “Board”) to amend its “Proxy Access for Director Nominations” bylaw, and any other associated documents, to include the following changes or their equivalent for the purpose of increasing the potential number of nominees: The number of “Shareholder Nominees” eligible to appear in proxy materials shall be 20% of the directors then serving or 2, whichever is greater. Supporting Statement: Current proxy access bylaws restrict Shareholder Nominees to 20% of directors rounded down to the nearest whole number. Apple has only 8nine directors. 20% of 8,9, rounding down to the nearest whole number is 1. Therefore, Apple allows shareholders to nominate only one director, given the current board size. The Council of Institutional Investors notes: “It is important that shareholder nominees have meaningful representation on the board, and in many or most cases, one director is insufficient to achieve that goal. Having at least two nominees helps ensure that thesuch nominees, if elected, can serve on multiple committees and have greater opportunities to bring an independent perspective into board decisions.” (Proxy Access: Best Practices 2017, https://corpgov.law.harvard.edu/2017/08/28/proxy-access-best-practices-2017/) Sidley Austin reportsreported that 89%86% of companies with proxy access allow either a minimum of 2 directors to be nominated or 25% of the board. Only 11% of companies14% have the same standard as Apple —– 20% of the board with no minimum. (The Latest on (Proxy Access, January 11, 2019, Access:AFive-YearReview, https://www.sidley.com/-/media/update-pdfs/2019/2020/01/20190111-corporate-governance-update-w-appendices.pdf?proxy-access/proxy-access_-a-fiveyear-review-jan-2020--w-appendices.pdf?la=en)en) Apple wrote of a similar proposal, “Our proxy access bylaws overall are well within the mainstream of public company practices and share similar features with the proxy access bylaws of many other companies.” However, the vast majority ofmost companies with a similar standard, to Apple’s20% of the board with no minimum, have boards of 10 or more, so 20% still yields at least 2two nominees. Only a very small minority of those 11%, like Arch Coal and EOG Resources (formerly known as Enron Oil & Gas Company), limit proxy access candidates to 1. Should this really be our peer group? In favor ofa request to the SEC, our Company previously alleged a similar proposal last year at Apple: Norges Bank, Nuveen, UBS Global, Legal & General, Alliance Bernstein, Parametric, Eaton Vance, Allianz, CalPERS, CalSTRS, PNC, MFS, AQR, New York State Teachers’ Retirement System, Florida SBA, SWIB, BNP Paribas, OppenheimerFunds, USAA, ProShares, Colorado PERA, OPERS, Schroders, AXA, M&G, Parnassus, Robeco, Aviva, Gateway, CPPIB, Teacher Retirement System of Texas, BCI, Guggenheim, Kentucky Teachers, First Trust, Texas Education Agency, Mutual of America, Investec, Employees Retirement System of Texas, Saturna Capital, Gotham, Hermes, ProFund, New Mexico Education Retirement Board, Victory Capital, Crossmark, Domini, Trillium, Bridgeway, Boston Common, OMERS, Aberdeen Standard, Calvert, Christian Brothers, PRIM, LACERS, LACERA, New York City Pension Funds, Ohio SERS, Pennsylvania SERS, State of Connecticut Retirement Plans, State of Rhode Island, SURS, United Church Funds, University of California“falsely” described the Company as a “distinct outlier” and others.“laggard” in regards to its access bylaw. The SEC flatly rejected Apple’s contention. “We are unable to conclude that you have demonstrated objectively that the Proposal is materially false and misleading.” (https://www.sec.gov/divisions/corpfin/cf-noaction/14a-8/2018/mcritchieapple112118-14a8.pdf) Apple has proxy access but is out of step with industry best practices, which allow shareholders to nominate up to 20% of the board or 2, whichever is greater. I could only identify only two other companies that limit proxy access candidates to 1 -- Arch Resources (previously Arch Coal) and EOG Resources (formerly Enron Oil & Gas Company). Should these distinct outliers really be our peer group? Are these laggards really “mainstream” companies Apple should emulate? Apple should be better. Increase shareholder valueShareholder Value Vote forFOR Shareholder Proxy Access Amendments – Proposal 49
Apple Inc. | 2020 Proxy Statement | 58
Back to Contents
TheBoardrecommendsavoteAGAINSTProposalNo.9because:• The Board recommends a vote AGAINST Proposal No. 4.
Apple has received aour proxy access proposal every yearbylaws were developed giving careful consideration to the varying viewpoints offered by many of our shareholders and provide a meaningful opportunity for the last six yearsshareholders to nominate directors and have at least one nominee included in each case, the proposal failedApple’s proxy statement;
• in addition, Apple’s existing bylaws, together with recently adopted rules mandating universal proxy cards, provide further opportunities for shareholders to receive majority support. As in previous years, we continue to believe that the changes advocated by the proponent are not necessary because Apple shareholders alreadynominate directors and have an effective mechanism forthose nominees included on Apple’s proxy access. card; and • Apple has a small Board comparedrobust shareholder engagement program and, over the course of our engagement in calendar year 2022 with shareholders representing over 60% of institutional shares held, no shareholders provided feedback on, or sought changes to, many public companies,our existing proxy access provisions. The requested change to Apple’s proxy access bylaws is unnecessary given shareholders have a meaningful opportunity to nominate directors through our current bylaws and if approved thishave those nominees included in Apple’s proxy statement or on Apple’s proxy card. A similar proposal could have negative unintended consequences, putting the companywas rejected by a significant majority of shareholders at each of Apple’s annual meetings between 2017 and 2021, and based on our shareholder value at risk.engagement, we do not believe there is a strong preference among our shareholders to modify our current proxy access provisions. Ourproxyaccessbylawsincorporateshareholderfeedbackandgiveshareholdersameaningfulopportunitytonominatedirectors.After careful consideration of the varying viewpoints offered by many of our shareholders, the Board amended Apple’s bylaws to adopt proxy access in December 2015.2015 and has since revised these provisions to reflect best practices and the preferences of our shareholders. The bylaws permit a shareholder, or a group of up to 20 shareholders, owning at least 3% of Apple’s outstanding shares of common stock continuously for at least three years, to nominate and include in Apple’s annual proxy materials director nominees constituting up to 20% of the Board, provided thatsubject to the shareholder(s) and nominee(s) satisfy the procedural and eligibility requirements specified in theour bylaws. After closely monitoring proxy access developments and engaging with many of our largest shareholders, governance experts, and advisors to discuss evolving market practices and the preferences of our shareholders, the Board adopted enhancements to the “secondary” elements of the proxy access provisions in our bylaws in December 2016. These enhancements made it easier for shareholders to nominate proxy access candidates by eliminating the requirement that a nominating shareholder’s loaned shares be recalled at the time the shareholder provides notice to Apple; eliminating the prohibitionon re-nomination of a proxy access candidate if the candidate receives a low level of support at the annual meeting; limiting the circumstances under which the maximum number of proxy access candidates is reduced; extending the deadline by which nominating shareholders and proxy access candidates must provide certain information to Apple; narrowing the scope of a nominating shareholder’s indemnification obligations; and limiting the discretion of the Board to unilaterally interpret the proxy access provisions. Our proxy access bylaws overall are well withintailored to Apple’s specific governance needs and the mainstream of public company practices and share similar features with the proxy access bylaws of many other companies.
We strongly believe increasing the potential level of Board representation to the greater of two directors and 20%size of the Board, and we believe they strike the appropriate balance by both promoting shareholder rights and protecting the interests of shareholders as a whole. Given the size of Apple’s Board, this proposal could have unintended effects that could negatively impact shareholder value, including promoting the useresult in Apple facing a disproportionate slate of proxy access to lay the groundwork for effecting a change of control;nominees and encouraging the pursuit of special interests at the expense of a holistic, long-term strategic view;view.
Therecentuniversalproxycardruleandassociatedprovisionsallowingforshareholdernominationsrendertheseproxyaccessprovisionsunnecessary. In addition, Apple recently amended our bylaws to reflect the SEC’s recent adoption of “universal proxy card” rules, which require companies to include all shareholder nominees, including dissident nominees, on their proxy cards under certain conditions. Under the newly effective rules and Apple’s existing bylaws, shareholders can nominate a number of nominees up to the number of directors to be elected at the annual meeting. These new rules, coupled with our current bylaws, therefore negate the arguments made by the proponent that at least two nominees are required to “have greater opportunities to bring an independent perspective to board decisions,” as there is already a mechanism by which shareholders can nominate a much higher number of directors than the two called for by the proposal. Applecontinuestoregularlyengagewithshareholderssothatourpracticesreflecttheircurrentpriorities. Moreover, Apple has other practices and provisions that allow our shareholders to effectively participate in our corporate governance. We proactively engage with shareholders throughout the year to foster constructive dialogue and learn their perspectives on significant issues. Our robust program empowers shareholders to raise their concerns directly and enables Apple to appropriately address concerns in a transparent manner. Feedback and insights from our engagement with shareholders and other stakeholders are shared with the Board and help inform our governance practices and disclosures. For example, the Board amended its committee charters to formalize its practice of overseeing environmental and social matters and matters related to Apple’s people and teams in response to shareholder feedback.
Back to Contents During our most recent engagement in calendar year 2022 with shareholders representing over 60% of institutional shares held, no shareholders provided feedback on, or otherwise disruptingsought changes to, our existing proxy access provisions. We believe this engagement, coupled with the effective functioningfact that a significant majority of shareholders rejected a similar proposal at each of Apple’s annual meetings between 2017 and 2021, confirms there is no strong preference to modify the Board.existing proxy access provisions in our bylaws. Our Board has also shown an ongoing commitment to having highly qualified, independent voices inRecommendation: For all the boardroom through a robust director nomination and annual self-evaluation process. We are committed to ensuring effective, balanced corporate governance while also continually engaging with shareholders. The Board continues to believe that these objectives are being achieved through Apple’s current governance processes and thatreasons outlined above, changing our proxy access framework yet again, as outlined byset out in the proposal, is unnecessary, unwarranted and potentially detrimental to shareholder value.
For all of the reasons above, the Board recommends a vote AGAINST Proposal No. 4. Apple Inc. | 2020 Proxy Statement | 599.
The Board recommends a vote AGAINST Proposal No. 9. VoteRequired Approval of Proposal No. 49 requires 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.
Apple Inc. | 2020 Proxy Statement | 60
Proposal No. 5 – Shareholder Proposal
RESOLVED: Shareholders request the Board Compensation Committee prepare a report assessing the feasibility of integrating sustainability metrics into performance measures, performance goals or vesting conditions that may applyBack to senior executives under the Company’s compensation incentive plans. Sustainability is defined as how environmental and social considerations, and related financial impacts, are integrated into corporate strategy over the long term.Contents
SUPPORTING STATEMENT: Effectively managing for sustainability offers positive opportunities for companies and should be a key metric by which senior executives are judged. Linking sustainability metrics to executive compensation could reduce risks related to sustainability underperformance, incentivize employees to meet sustainability goals and achieve resultant benefits, and increase accountability. Metrics relevant to our Company could include indicators related to pressing issues such as: environmental impacts and waste, supply chain human rights and risk management, worker health and safety, diversity and inclusion, and data privacy and security.
WHEREAS: Numerous studies suggest companies that integrate environmental, social and governance (ESG) factors into their business strategy reduce reputational, legal and regulatory risks and improve long-term performance.
BlackRock, the largest asset manager in the world, said in 2017: “Environmental, social, and governance (ESG) factors relevant to a company’s business can provide essential insights into management effectiveness and thus a company’s long-term prospects.”
Apple has taken steps to address ESG issues and provide public disclosure. However, our Company has not explicitly linked sustainability goals with senior executive incentives. Investors seek clarity on how Apple drives sustainability improvement and how that strategy is supported by executive accountability. Integrating sustainability into executive compensation assessments would enhance Apple’s approach.
Many multi-national companies, including Intel, Alcoa, PepsiCo, and Mead Johnson, have integrated sustainability metrics into their executive pay incentive plans. Another prominent example is Royal Dutch Shell, which announced in December 2018 its plans to tie a portion of executive pay to concrete targets linked to the company’s net carbon footprint.
The increasing incorporation of sustainability metrics into executive pay evaluative criteria stems from the growing recognition that sustainability strategies can drive growth, as well as enhance profitability and shareholder value.
The 2016 Glass Lewis reportIn-Depth: Linking Compensation to Sustainability found a “mounting body of research showing that firms that operate in a more responsible manner may perform better financially.... Moreover, these companies were also more likely to tie top executive incentives to sustainability metrics.”
A Harvard Business School study of S&P 500 executives’ pay packages found a positive relationship between the presence of explicit incentive compensation for corporate social responsibility (CSR) and firms’ social performance (Hong, et al, 2015).
A 2012 guidance issued by the United Nations Principles for Responsible Investment and the UN Global Compact found “the inclusion of appropriate Environmental, Social and Governance (ESG) issues within executive management goals and incentive schemes can be an important factor in the creation and protection of long-term shareholder value.”
Apple Inc. | 2020 Proxy Statement | 61
Apple’s Statement in Opposition to Proposal No. 5
The Board recommends a vote AGAINST Proposal No. 5.
Apple cares deeply about the people who build our products and the planet we all share. We are a market leader in responsible business practices and reporting. We hold ourselves and our suppliers to the highest standards to be stewards of our environment and ensure that the world and our business are safe for the next generation. And we share our work openly so others can follow our lead. Each year, we release a Supplier Responsibility Progress Report and an Environmental Responsibility Report, which disclose the efforts Apple has undertaken in achieving our goals regarding a host of different environmental, social, and governance issues. For example, we have delivered on our goal to cover 100% of our operations with 100% renewable electricity, and we have achieved a 35% reduction in our overall carbon footprint compared to 2015. In addition, 44 Apple suppliers have committed to power all of their Apple production with 100% renewable electricity, putting us on track to far exceed our goal to bring four gigawatts of new clean energy into our supply chain.
Apple’s environmental leadership has been widely recognized. In 2019, the United Nations honored Apple with a UN Global Climate Action Award, and we were recognized by Ceres, a nonprofit that promotes environmental innovation in the corporate and investment communities.
Apple is also committed to ensuring that our employees, and the employees of our suppliers, are treated with dignity and respect. For example, since 2008, 3.6 million supply chain employees have participated in Apple’s skill-building education programming. In addition, we are committed to help raise awareness of a person’s rights at work at every step of our supply chain. Over 17.3 million employees have received training on their workplace rights under local labor laws and the human rights protections outlined in our Supplier Code of Conduct. These are but a few examples of the many efforts that have contributed to our reputation as a leader in this space. At Apple, we believe that we lead in innovation because we lead with our values. We are proud of the actions we have taken and will continue to take to promote our Apple Values – accessibility, education, environment, inclusion and diversity, privacy and security, and supplier responsibility – throughout our business. To learn more about our commitment to these principles, we encourage all of our shareholders to review the Supplier Responsibility Progress Report, the Environmental Responsibility Report, and other information about our Apple Values available onapple.com, as well as the section entitled “Apple Values” beginning on page 7 of this Proxy Statement.
Apple’s executive compensation program is designed to motivate and reward exceptional performance in a straightforward and effective way, while also recognizing the remarkable size, scope, and success of Apple’s business. We do this through incentives focused on commonly recognized measures of overall company performance and profitability that drive long-term shareholder value creation. Preparing a report to assess the feasibility of integrating sustainability metrics into the incentive compensation plans of our senior executives would not further the environmental and social ideals that we already embrace in our business practices.
An effective approach to “sustainability,” as that term is defined by the proponent, requires more than simply tying executive compensation to the achievement of environmental, social, and governance goals. That is why, as a company, we already incorporate the Apple Values into our business strategy. These core values, and the behaviors they drive, are fundamental to how we operate our business for the long-term. Our commitment to these Apple Values is evident across our business practices and provides a more holistic and effective approach to these core principles than the limited measure proposed by the proponent.
Apple Inc. | 2020 Proxy Statement | 62
Apple is dedicated to leaving the world better than we found it and to creating powerful tools for others to do the same. Our record and our unwavering commitment to accessibility, education, environment, inclusion and diversity, privacy and security, and supplier responsibility speaks for itself. It is neither necessary nor a good use of company resources to prepare a feasibility report on the narrow issue of executive compensation, when we are already addressing these critical issues in a much more fundamental way.
For all of the reasons above, the Board recommends a vote AGAINST Proposal No. 5.
Vote Required
Approval of Proposal No. 5 requires 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.
Apple Inc. | 2020 Proxy Statement | 63
Proposal No. 6 – Shareholder Proposal
Resolved: Shareholders of Apple Inc. (“Apple” or the “Company”) request that the Board of Directors report annually to shareholders, at reasonable expense and excluding confidential and proprietary information, regarding the Company’s policies on freedom of expression and access to information, including whether it has publicly committed to respect freedom of expression as a human right; the oversight mechanisms for formulating and administering policies on freedom of expression and access to information; and a description of the actions Apple has taken in the past year in response to government or other third-party demands that were reasonably likely to limit free expression or access to information.
SUPPORTING STATEMENT
Apple sells products and services in countries whose governments limit free expression and punish dissent. The government of China, a market accounting for 20% of Apple’s net sales in 2018,1 “suppress[es] politically sensitive speech” and “wrong-oriented” online content, according to Human Rights Watch, and blocks sites using a filtering system nicknamed the “Great Firewall.”2
Apple has cooperated with requests made by the government of China to restrict free expression and access to information. In 2017, Apple removed almost all virtual private network (VPN) providers’ apps from its Chinese App Store, following a request from the government of China. VPNs have been used by activists and others to circumvent the Great Firewall, leading to a ban on their private use. The U.N.’s special rapporteur on opinion and expression registered concern over Apple’s move.3 Such controversies are not likely to be limited to China: Russia and Turkey have also enacted curbs on VPNs, and Russian President Vladimir Putin recently signed legislation giving the government broad powers to punish speech.4
Apple removed 634 apps in 2018 for “legal violation,” 517 of them in China. Apple disclosed that the “vast majority relate to illegal gambling or pornography,”5 but did not indicate why the others were removed. Apple pulled The New York Times app from the Chinese App Store in 2017 following a request from the government of China. The Times’ website had been blocked in China since a series of 2012 stories describing personal wealth amassed by the country’s political elite.6
The 2019 Corporate Accountability Index by Ranking Digital Rights (“RDR”) ranked Apple 7th among 12 “internet and mobile ecosystem companies.” Although RDR gave Apple good marks for privacy, it criticized the Company’s governance of freedom of expression issues, including its failure to commit publicly to respect freedom of expression as a human right, and its lack of transparency on policies and practices related to freedom of expression.7 The information requested in this Proposal is intended to close those gaps. The Proposal would not elicit disclosure about actions, such as the removal of gambling or pornography apps, that are unrelated to free expression or access to information.
We urge shareholders to vote for this Proposal.
1 See Filing on Form10-K filed on Nov. 5, 2018, at p. 23.
2 Seehttps://www.hrw.org/world-report/2019/country-chapters/china-and-tibet#eaa21f
3https://www.zdnet.com/article/un-special-rapporteur-apple-letter-china-vpn-demands/
4 https://arstechnica.com/tech-policy/2019/03/russia-makes-it-illegal-to-insult-officials-or-publish-fake-news/
5 https://www.apple.com/legal/transparency/cn.html
6https://www.nytimes.com/2017/01/04/business/media/new-york-times-apps-apple-china.html
7 https://rankingdigitalrights.org/index2019/companies/apple/index/
Apple Inc. | 2020 Proxy Statement | 64
Apple’s Statement in Opposition to Proposal No. 6
The Board recommends a vote AGAINST Proposal No. 6.
Apple makes products that unleash creativity, that enable communication and sharing across borders, and that open pathways to innovation, collaboration, and entrepreneurship. Free expression is central to our company and its success, and we hold passionately to the belief that the world is made better when more people enjoy greater freedom in more places.
In the countries in which we operate, we have an obligation to comply with local laws and to protect the safety of our customers and employees. For example, local law may require us to limit the availability of a particular app in the App Store. In such cases, the government demanding removal of an app must present a basis in law, such as a statutory or regulatory requirement, or a valid court order.
In these instances, we prioritize engagement, advocating for the outcome we believe is in the best interests of our users. And, while we may disagree with certain decisions at times, we do not believe it would be in the best interests of our users to simply abandon markets, which would leave consumers with fewer choices and fewer privacy protections. We believe engaging and participating in markets enables us to advocate for policies and practices that are consistent with Apple’s values.
Our Business Conduct Policy sets out the principles of responsible business conduct that define the way we do business worldwide. And, through the work of our Supplier Responsibility team, we strive to ensure that people throughout our supply chain have a safe and healthy workplace where they are treated with dignity and respect, and that the planet we all share is protected. Information about our commitment to the highest standards of business conduct is available atapple.com/supplier-responsibility.
We also work collaboratively with other companies, interested individuals, and non-governmental organizations devoted to the promotion and protection of human rights. Apple supports grassroots human rights defenders through our partnership with the Fund for Global Human Rights. The partnership, which expanded in 2019, focuses on supporting critical work facilitated by the Fund, including labor rights training, legal aid for victims of human rights abuses, and fighting for the release of illegally-detained activists.
Apple’s Board plays a vital and important role in this work. Our Audit Committee, consisting entirely of independent directors, assists the Board in monitoring our significant business risks, including operational and reputational exposures that may relate to human rights and compliance with governmental laws, regulations, and orders. The additional report requested by this proposal is unnecessary based on the extensive information that is already publicly provided to our shareholders and users.
For all of the reasons above, the Board recommends a vote AGAINST Proposal No. 6.
Vote Required
Approval of Proposal No. 6 requires 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.
Apple Inc. | 2020 Proxy Statement | 65
Identification of Proponents
Each of Proposals No. 4 through No. 6 were submitted for the Annual Meeting by a shareholder or shareholders who have represented to Apple that they are a beneficial owner of at least $2,000 in market value of Apple’s common stock. We will promptly provide you with the name, address, and, to our knowledge, the number of voting securities held by the proponents of the shareholder proposals, upon receiving a written or oral request directed to Apple’s Secretary at One Apple Park Way, MS:169-5GC, Cupertino, CA 95014 USA.
Other Matters Apple knows of no other matters to be submitted to shareholders at the Annual Meeting, other than the proposals identified in this Proxy Statement. If any other matters properly come before shareholders at the Annual Meeting, it is the intention of the persons named on the proxy to vote the shares represented thereby on suchthose matters in accordance with their best judgment.
Apple Inc. | 2020 Proxy Statement | 66
Back to Contents
Other Information
This section includes the Audit and Finance Committee Report, information about stock ownership and our equity compensation plans, and other general information.
Apple Inc. | 2020 Proxy Statement | 67
Back to Contents
Audit and Finance Committee ReportAs of October 25, 2019,24, 2022, the date of this report, the Audit and Finance Committee consisted of four members: Ron Sugar, who serves as the Chair of the Committee, James Bell, Art Levinson,Monica Lozano, and Sue Wagner. Each member is an independent director under Nasdaq and SEC rules, and meets the standards for committee independence as set forth in Apple’s Corporate Governance Guidelines. The Audit and Finance Committee has the duties and powers described in its written charter adopted by the Board. A copy of the charter is available on Apple’s website atinvestor.apple.com/leadership-and-governance. The Audit and Finance Committee assists the Board’s oversight and monitoring of: | | | Apple’s financial statements and other financial information provided by Apple to its shareholders and others; | |
| | | compliance with legal, regulatory, and public disclosure requirements; | |
| | | the independent auditors, including their qualifications and independence; | |
| | | Apple’s system of internal controls, including the internal audit function; | |
| | | treasury and finance matters; | |
| | | enterprise risk management, privacy, and data security; | |
| • | | the auditing, accounting, and financial reporting process generally. | |
The Audit and Finance Committee does not itself prepare financial statements or perform audits, and its members are not auditors or certifiers of Apple’s financial statements. The Audit and Finance Committee is responsible for the appointment, compensation, retention, and oversight of the work performed by Apple’s independent registered public accounting firm, Ernst & Young LLP. In fulfilling its oversight responsibility, the Audit and Finance Committee carefully reviews the policies and procedures for the engagement of the independent registered public accounting firm, including the scope of the audit, audit fees, auditor independence matters, performance of the independent auditors, and the extent to which the independent registered public accounting firm may be retained to performnon-audit services. Ernst & Young has served as Apple’s independent registered public accounting firm since 2009 and rotates its lead audit engagement partner every five years. The Audit Committee is directly involved in the selection of the lead engagement partner. Apple maintains an auditor independence policy that, among other things, prohibits Apple’s independent registered public accounting firm from performingnon-financial consulting services, such as information technology consulting and internal audit services. This policy mandates that the Audit and Finance Committee approve in advance the audit and permissiblenon-audit services to be performed by the independent registered public accounting firm and the related budget, and that the Audit and Finance Committee be provided with quarterly reporting on actual spending. This policy also mandates that Apple may not enter into engagements with Apple’s independent registered public accounting firm fornon-audit services without the expresspre-approval of the Audit and Finance Committee. The Audit and Finance Committee has reviewed and discussed the audited financial statements for the year ended September 28, 201924, 2022 with Apple’s management and Ernst & Young. The Audit and Finance Committee has also discussed with Ernst & Young the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC. The Audit and Finance Committee also has received and reviewed the written disclosures and the letter from Ernst & Young required by applicable requirements of the PCAOB regarding Ernst & Young’s communications with the Audit and Finance Committee concerning independence, and has discussed with Ernst & Young its independence. Based on the reviews and discussions referred to above, the Audit and Finance Committee recommended to the Board that the financial statements referred to above be included in Apple’s Annual Report on Form10-K for the year ended September 28, 201924, 2022 for filing with the SEC. MembersoftheAuditandFinanceCommittee | Ron Sugar (Chair) | JamesBell | Monica Lozano | Members of the Audit and Finance Committee
Ron Sugar (Chair) | James Bell | Art Levinson | Sue Wagner
|
Apple Inc. | 2020 Proxy Statement | 68
Back to Contents
Security Ownership of Certain Beneficial Owners and ManagementThe following table shows information as of January 2, 20209, 2023 (the “Table Date”), unless otherwise indicated, regarding the beneficial ownership of Apple’s common stock by: (i) each person known to Apple to beneficially own more than 5% of the outstanding shares of Apple’s common stock based solely on Apple’s review of filings with the SEC pursuant to Section 13(d) or 13(g) of the Exchange Act; (ii) each director and nominee; (iii) each named executive officer listed in the table entitled “Summary Compensation Table – 2019, 2018,Table—2022, 2021, and 2017”2020” under the section entitled “Executive Compensation”; and (iv) all current directors and executive officers as a group. As of the Table Date, 4,384,027,00015,836,213,000 shares of Apple’s common stock were issued and outstanding. Unless otherwise indicated, all persons named as beneficial owners of Apple’s common stock have sole voting power and sole investment power with respect to the shares indicated as beneficially owned. | | | | | | Name of Beneficial Owner | | Shares of Common Stock
Beneficially Owned(1) | | | Percent of
Common Stock
Outstanding | | Shares of Common
Stock Beneficially
Owned(1) | Percent of
Common Stock
Outstanding | | | | | | The Vanguard Group | | | 338,533,988 | (2) | | | 7.72 | % | 1,261,261,357 | (2) | 7.96% | | | | | | BlackRock, Inc. | | | 296,598,349 | (3) | | | 6.77 | % | 1,019,810,291 | (3) | 6.44% | | | | | | Berkshire Hathaway Inc. / Warren E. Buffett | | | 255,300,329 | (4) | | | 5.82 | % | 907,559,761 | (4) | 5.73% | | | | | | Kate Adams | | | 22,639 | (5) | | | * | | 425,059 | (5) | * | | | | | | Angela Ahrendts | | | 30,848 | | | | * | | | | | | | | James Bell | | | 7,716 | (6) | | | * | | 36,675 | (6) | * | | | | | | Tim Cook | | | 847,969 | (7) | | | * | | 3,279,898 | (7) | * | | | | | | Al Gore | | | 115,014 | (8) | | | * | | 467,143 | (8) | * | | | | | Alex Gorsky | | 2,171 | (9) | * | | Andrea Jung | | | 33,548 | (9) | | | * | | 141,279 | (10) | * | | | | | | Art Levinson | | | 1,148,712 | (10) | | | * | | 4,590,409 | (11) | * | | | | | Monica Lozano | | 5,239 | (12) | * | | Luca Maestri | | | 27,448 | (11) | | | * | | 109,970 | (13) | * | | | | | | Deirdre O’Brien | | | 33,852 | (12) | | | * | | 136,290 | (14) | * | | | | | | Ron Sugar | | | 24,714 | (13) | | | * | | 105,943 | (15) | * | | | | | | Sue Wagner | | | 14,809 | (14) | | | * | | 65,523 | (16) | * | | | | | | Jeff Williams | | | 122,195 | (15) | | | * | | 677,392 | (17) | * | | | | | | All current executive officers and directors as a group (11 persons) | | | 2,398,616 | (16) | | | * | | | All current executive officers and directors as a group (13 persons) | | 10,042,991 | (18) | * | (1) Represents shares of Apple’s common stock held, and RSUs held that will vest within 60 days after the Table Date. Does not include RSUs that vest more than 60 days after the Table Date. RSUs are awards granted by Apple and payable, subject to vesting requirements, in shares of Apple’s common stock. (2) Represents shares of Apple’s common stock beneficially owned as of December 31, 2021, based on a Schedule 13G/A filed with the SEC on February 9, 2022, by The Vanguard Group. The Vanguard Group lists its address as 100 Vanguard Blvd., Malvern, PA 19355, and indicates that it has shared voting power with respect to 26,718,301 shares of Apple’s common stock, sole dispositive power with respect to 1,196,152,755 shares of Apple’s common stock, and shared dispositive power with respect to 65,108,602 shares of Apple’s common stock. (3) Represents shares of Apple’s common stock beneficially owned as of December 31, 2021, based on a Schedule 13G/A filed with the SEC on February 1, 2022, by BlackRock, Inc. BlackRock, Inc. lists its address as 55 East 52nd Street, New York, NY 10055, and indicates that it has sole voting power with respect to 874,268,061 shares of Apple’s common stock, and sole dispositive power with respect to all shares beneficially owned. | | (1) Represents shares of Apple’s common stock held, and RSUs held that will vest within 60 days after the Table Date. Does not include RSUs that vest more than 60 days after the Table Date. RSUs are awards granted by Apple and payable, subject to vesting requirements, in shares of Apple’s common stock. (2) Represents shares of Apple’s common stock beneficially owned as of December 31, 2021, based on a Schedule 13G/A filed with the SEC on February 9, 2022, by The Vanguard Group. The Vanguard Group lists its address as 100 Vanguard Blvd., Malvern, PA 19355, and indicates that it has shared voting power with respect to 26,718,301 shares of Apple’s common stock, sole dispositive power with respect to 1,196,152,755 shares of Apple’s common stock, and shared dispositive power with respect to 65,108,602 shares of Apple’s common stock. (3) Represents shares of Apple’s common stock beneficially owned as of December 31, 2021, based on a Schedule 13G/A filed with the SEC on February 1, 2022, by BlackRock, Inc. BlackRock, Inc. lists its address as 55 East 52nd Street, New York, NY 10055, and indicates that it has sole voting power with respect to 874,268,061 shares of Apple’s common stock, and sole dispositive power with respect to all shares beneficially owned. |
Apple Inc. | 2020 Proxy Statement | 69
Back to Contents
| Summary | (1) | Governance | | Directors | | Compensation | | Proposals | | Other Information Represents shares of Apple’s common stock held, options held that were exercisable at the Table Date or within 60 days thereafter, and RSUs held that will vest within 60 days after the Table Date. Does not include RSUs that vest more than 60 days after the Table Date. RSUs are awards granted by Apple and payable, subject to vesting requirements, in shares of Apple’s common stock.
| | 2023 Proxy Statement | | 100 |
(4) Represents shares of Apple’s common stock beneficially owned as of December 31, 2020, based on the Schedule 13G/A filed with the SEC on February 16, 2021 by Warren E. Buffett, Berkshire Hathaway Inc. and certain other reporting persons. Mr. Buffett and Berkshire Hathaway list their address as 3555 Farnam Street, Omaha, NE 68131, and indicate that they have shared voting and dispositive power over all shares beneficially owned. (5) Excludes 628,140 RSUs held by Ms. Adams that are not scheduled to vest within 60 days after the Table Date. (6) Includes 1,685 RSUs held by Mr. Bell that are scheduled to vest on February 1, 2023. (7) Represents 3,279,898 shares of Apple’s common stock held in the name of Mr. Cook’s trust and excludes 1,444,362 RSUs held by Mr. Cook that are not scheduled to vest within 60 days after the Table Date. (8) Includes 1,685 RSUs held by Mr. Gore that are scheduled to vest on February 1, 2023. (9) Includes 1,685 RSUs held by Mr. Gorsky that are scheduled to vest on February 1, 2023. (10) Includes 91,342 shares of Apple’s common stock held in the name of Ms. Jung’s trust and 1,685 RSUs held by Ms. Jung that are scheduled to vest on February 1, 2023. (11) Includes 56,000 shares of Apple’s common stock held by Dr. Levinson’s spouse and 1,685 RSUs held by Dr. Levinson that are scheduled to vest on February 1, 2023. (12) Includes 1,685 RSUs held by Ms. Lozano that are scheduled to vest on February 1, 2023. (13) Excludes 628,140 RSUs held by Mr. Maestri that are not scheduled to vest within 60 days after the Table Date. (14) Excludes 600,972 RSUs held by Ms. O’Brien that are not scheduled to vest within 60 days after the Table Date. (15) Includes 1,685 RSUs held by Dr. Sugar that are scheduled to vest on February 1, 2023. (16) Includes 6,000 shares of Apple’s common stock held by Ms. Wagner’s spouse, 400 shares of Apple’s common stock held by one of Ms. Wagner’s children, and 1,685 RSUs held by Ms. Wagner that are scheduled to vest on February 1, 2023. (17) Includes 677,392 shares of Apple’s common stock held in the name of Mr. Williams’ family trust and excludes 628,140 RSUs held by Mr. Williams that are not scheduled to vest within 60 days after the Table Date. (18) Includes 13,480 RSUs held by directors that are scheduled to vest within 60 days after the Table Date. As of the Table Date, no executive officer held any RSUs scheduled to vest within 60 days after the Table Date. Excludes 3,929,754 RSUs held by executive officers that are not scheduled to vest within 60 days after the Table Date. * Represents less than 1% of the issued and outstanding shares of Apple’s common stock as of the Table Date.
Back to Contents | Summary | | (2)Governance | | Directors | | Compensation | | Proposals | | Other Information Represents shares of Apple’s common stock beneficially owned as of December 31, 2018, based on a Schedule 13G/A filed with the SEC on February 11, 2019, by The Vanguard Group. In such filing, The Vanguard Group lists its address as 100 Vanguard Blvd., Malvern, PA 19355, and indicates that it has sole voting power with respect to 5,717,932 shares of Apple’s common stock, shared voting power with respect to 1,077,730 shares of Apple’s common stock, sole dispositive power with respect to 331,851,712 shares of Apple’s common stock, and shared dispositive power with respect to 6,682,276 shares of Apple’s common stock.
| | 2023 Proxy Statement | | 101 |
| (3) | Represents shares of Apple’s common stock beneficially owned as of December 31, 2018, based on a Schedule 13G/A filed with the SEC on February 4, 2019, by BlackRock, Inc. In such filing, BlackRock, Inc. lists its address as 55 East 52nd Street, New York, NY 10055, and indicates that it has sole voting power with respect to 255,848,939 shares of Apple’s common stock, and sole dispositive power with respect to 296,598,349 shares of Apple’s common stock.
| |
| (4) | Represents shares of Apple’s common stock beneficially owned as of December 31, 2018, based on the Schedule 13G filed with the SEC on February 14, 2019 by Warren E. Buffett, Berkshire Hathaway Inc. and certain other reporting persons. In such filing, Mr. Buffett and Berkshire Hathaway list their address as 3555 Farnam Street, Omaha, NE 68131, and indicate that they have voting and dispositive power over all shares beneficially owned.
| |
| (5) | Excludes 251,850 RSUs held by Ms. Adams that are not scheduled to vest within 60 days after the Table Date.
| |
| (6) | Includes 1,429 RSUs held by Mr. Bell that are scheduled to vest on February 1, 2020.
| |
| (7) | Represents 847,969 shares of Apple’s common stock held in the name of Mr. Cook’s trust and excludes 1,820,000 RSUs held by Mr. Cook that are not scheduled to vest within 60 days after the Table Date.
| |
| (8) | Includes 32,889 shares of Apple’s common stock that Mr. Gore has the right to acquire by exercise of stock options and 1,429 RSUs held by Mr. Gore that are scheduled to vest on February 1, 2020.
| |
| (9) | Includes 9,590 shares of Apple’s common stock that Ms. Jung has the right to acquire by exercise of stock options and 1,429 RSUs held by Ms. Jung that are scheduled to vest on February 1, 2020.
| |
| (10) | Includes 14,000 shares of Apple’s common stock held by Dr. Levinson’s spouse and 1,429 RSUs held by Dr. Levinson that are scheduled to vest on February 1, 2020.
| |
| (11) | Excludes 401,364 RSUs held by Mr. Maestri that are not scheduled to vest within 60 days after the Table Date.
| |
| (12) | Excludes 200,270 RSUs held by Ms. O’Brien that are not scheduled to vest within 60 days after the Table Date.
| |
| (13) | Includes 1,429 RSUs held by Dr. Sugar that are scheduled to vest on February 1, 2020.
| |
| (14) | Includes 1,800 shares of Apple’s common stock held by Ms. Wagner’s spouse and 1,429 RSUs held by Ms. Wagner that are scheduled to vest on February 1, 2020.
| |
| (15) | Includes 13,986 shares of Apple’s common stock held in the name of Mr. Williams’ family trust and excludes 401,364 RSUs held by Mr. Williams that are not scheduled to vest within 60 days after the Table Date.
| |
Apple Inc. | 2020 Proxy Statement | 70
| (16) | Includes 42,479 shares of Apple’s common stock that directors have the right to acquire by exercise of stock options and 8,574 RSUs held by directors that are scheduled to vest within 60 days after the Table Date. As of the Table Date, no executive officer held any stock options or any RSUs scheduled to vest within 60 days after the Table Date. Excludes 3,074,848 RSUs held by executive officers that are not scheduled to vest within 60 days after the Table Date.
| |
| * | Represents less than 1% of the issued and outstanding shares of Apple’s common stock as of the Table Date.
| |
Apple Inc. | 2020 Proxy Statement | 71
Equity Compensation Plan Information
The following table shows information, as of September 28, 2019,24, 2022, regarding shares of Apple’s common stock authorized for issuance under Apple’s equity compensation plans. As of September 28, 2019,24, 2022, other than as described below, no equity securities were authorized for issuance under equity compensation plans not approved by shareholders. | | | | | | | | | | | | | | | | | | | | | Number of Securities
to be Issued Upon
Exercise of
Outstanding
Options, Warrants
and Rights
(a) | | | Weighted-Average
Exercise Price of
Outstanding
Options, Warrants
and Rights(1)
($)(b) | | | Number of Securities
Remaining Available for
Future Issuance Under
Equity Compensation
Plans (Excluding
Securities Reflected in
Column (a))
(c) | | | | | | | | Equity compensation plans approved by shareholders(2) | | | 81,760,959 | (3) | | | 23.43 | | | | 278,499,890 | (4) |
Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a) | Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights(1) ($)(b) | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a))(c) | Equity compensation plans
approved by shareholders(2) | (1)201,640,955(3) | 6.63 | 1,343,899,780(4) | (1) The weighted-average exercise price is calculated based solely on the exercise prices of the outstanding options and do not reflect the shares that will be issued upon the vesting of outstanding RSU awards, of RSUs, which have no exercise price. | |
| | This table does not include equity awards that have been assumed by Apple in connection with the acquisition of other companies. As of September 28, 2019,24, 2022, an additional 42,5304,152 shares of Apple’s common stock were subject to outstanding stock options assumed in connection with acquisitions of other companies (with a weighted average exercise price of $6.07$1.45 per share). Shares issued in respect of these assumed awards do not count against the share limits of the 20142022 Plan. | |
(3) | (3) | This number includes the following: 79,811,70110,903,174 shares subject to outstanding RSUs granted under the 2022 Plan; 190,724,301 shares subject to outstanding awards granted under the 2014 Plan, of which 122,093159,303 shares were subject to outstanding options and 79,689,608190,564,998 shares were subject to outstanding RSU awards, with the number of outstanding performance-based RSUs calculated at 100% of the target number of shares subject to each award; 1,827,921award. This number also includes 13,480 shares subject to outstanding awards granted under the Apple Inc. 2003 EmployeeDirector Stock Plan, of which 8,985 shares were subject to outstanding options and 1,818,936all shares were subject to outstanding RSU awards, with the number of outstanding performance-based RSUs calculated at 100% of the number of shares subject to the award; and 121,337 shares subject to outstanding awards granted under theNon-Employee Director Stock Plan, of which 112,763 shares were subject to outstanding options and 8,574 shares were subject to outstanding RSU awards. | |
(4) | (4) | This number includes 246,380,1211,252,568,334 shares available for issuance under the 20142022 Plan; 31,055,20287,170,468 shares reservedavailable for issuance under the Apple Inc. Employee Stock Purchase Plan; and 1,064,5674,160,978 shares available for issuance under theNon-Employee Director Stock Plan. Shares issued in respect of awards other than stock options and stock appreciation rights granted under the 20142022 Plan and theNon-Employee Director Stock Plan, and purchase rights granted under the Apple Inc. Employee Stock Purchase Plan count against the shares available for grant under the applicable plan as two shares for every share granted. |
Back to Contents Apple Inc. | 2020 Proxy Statement | 72
General Information
2020
| | | | Date and Time: | Steve Jobs TheaterMarch 10, 2023
9:00 A.M. Pacific Time | |
February 26, 2020Virtual Meeting Site:
| | | Apple Parkwww.virtualshareholdermeeting.com/AAPL2023
| | 9:00 a.m. Pacific Time
| | | Cupertino, California 95014
| | | | |
The Record Date for the Annual Meeting is January 2, 2020.9, 2023. Only shareholders of record as of the close of business on this date are entitled to vote at the Annual Meeting. You are invited to vote on the proposals described in this Proxy Statement because you were an Apple shareholder on the Record Date, January 2, 2020.9, 2023. Apple is soliciting proxies for use at the Annual Meeting, including any postponements or adjournments.adjournments thereof. In the interest of saving time and money, Apple has opted to provide theour Annual Report on Form10-K for the year ended September 28, 201924, 2022 in lieu of producing a glossy annual report. We are pleased to welcome shareholders to Steve Jobs Theater at Apple Park for the 20202023 Annual Meeting to be held virtually. To attend, vote, and submit questions during the Annual Meeting visit www.virtualshareholdermeeting.com/AAPL2023 and enter the control number included in your Notice of Internet Availability of Proxy Materials, voting instruction form, or proxy card. Online access to the webcast will open approximately 15 minutes prior to the start of the Annual Meeting. Attendance at the Annual Meeting is subject to capacity limits set by the virtual meeting platform provider. To accommodate as many attendees as possible, we have established a registration process. Shareholders will need to registersubmit questions in advance atof the Annual Meeting, visit proxyvote.com beginning at before 8:00 a.m.59 P.M. Pacific Time on February 4, 2020. Registration will be on a first-come, first-served basis. Only shareholders as ofMarch 9, 2023 and enter the Record Date who have registered in advance and have a valid confirmation of registration will be admitted to the meeting. Receiving a legal proxy does not constitute registration for the meeting. Please note that due to space constraints and security concerns, we will not be able to provide access to the Annual Meeting or the Apple campus to any shareholders who have not registered in advance. Your proxy materials will include a unique control number to be used atproxyvote.com to vote your shares and register to attend the meeting.number. If you have any questions aboutproxyvote.com or your control number, please contact the bank, broker, or other organization that holds your shares. The availability of online voting may depend on the voting procedures of the organization that holds your shares.
No recording of the Annual Meeting is allowed, at the Annual Meeting. This includes photography,including audio recording, and video recording. In addition, the use of mobile phones, tablets, or computers is strictly prohibited. Attendees are welcome to visit the Apple Park Visitor Center after the Annual Meeting, but we are not able to accommodate tours of the campus. Even if you receive a valid confirmation of registration and plan on attending the Annual Meeting, in person, we encourage you to vote your shares in advance using one of the methods described beginning on page 76in this Proxy Statement to ensure that your vote will be represented at the Annual Meeting. We reserve the right to revoke admission privileges or to eject an attendee or cut off speaking privileges for behavior likely to cause damage, injury, disruption or annoyance or for failure to comply with reasonable requests or the rules of conduct for the meeting, including time limits applicable to attendees who are permitted to speak. We will endeavor to answer as many questions submitted by shareholders as time permits. We reserve the right to edit profanity or other inappropriate language and to exclude questions regarding topics that are not pertinent to meeting matters or company business. If we receive substantially similar questions, we may group questions together and provide a single response to avoid repetition. Apple Inc. | 2020 Proxy Statement | 73In the event of technical difficulties with the Annual Meeting, we expect that an announcement will be made on www.virtualshareholdermeeting.com/AAPL2023. If necessary, the announcement will provide updated information regarding the date, time, and location of the Annual Meeting. Any updated information regarding the Annual Meeting will also be posted on our Investor Relations website at investor.apple.com.
Back to Contents
These materials were first sent or made available to shareholders on January 3, 2020,12, 2023, and include: • The Notice of 2023 Annual Meeting of Shareholders; | • | | The Notice of 2020 Annual Meeting of Shareholders
| |
• This Proxy Statement for the Annual Meeting; and | • | | This Proxy Statement for the Annual Meeting
| |
• Apple’s Annual Report on Form 10-K for the year ended September 24, 2022. | • | | Apple’s Annual Report on Form10-K for the year ended September 28, 2019
| |
If you requested printed versions by mail, these printed proxy materials also include the proxy card or voting instruction form for the Annual Meeting. This document includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding our environmental, social, and governance goals, commitments, and strategies, our executive compensation program, and our intent to publish reports in relation to our civil rights audit and workers’ rights assessment. These statements involve risks and uncertainties. Actual results could differ materially from any future results expressed or implied by the forward-looking statements for a variety of reasons, including due to the risks, uncertainties, and other important factors that are discussed in our most recently filed periodic reports on Form 10-K and Form 10-Q and subsequent filings. We assume no obligation to update any forward-looking statements or information, which speak as of their respective dates. Apple uses the internet as the primary means of furnishing proxy materials to shareholders. We are sending a Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”) to our shareholders with instructions on how to access the proxy materials online at proxyvote.com or request a printed copy of the materials. Shareholders may follow the instructions in the Notice of Internet Availability to elect to receive future proxy materials in print by mail or electronically by email. We encourage shareholders to take advantage of the availability of the proxy materials online to help reduce the environmental impact of our annual meetings and reduce Apple’s printing and mailing costs. Apple’s proxy materials are also available atinvestor.apple.com. Apple has adopted a procedure called “householding.” Under this procedure, Apple may deliver a single copy of the Notice of Internet Availability and, if you requested printed versions by mail, this Proxy Statement and theour Annual Report on Form10-K for the year ended September 28, 201924, 2022 to multiple shareholders who share the same address, unless Apple has received contrary instructions from one or more of the shareholders. This procedure reduces the environmental impact of our annual meetings and reduces Apple’s printing and mailing costs. Shareholders who participate in householding will continue to receive separate proxy cards. Upon written or oral request, Apple will deliver promptly a separate copy of the Notice of Internet Availability and, if you requested printed versions by mail, this Proxy Statement and theour Annual Report onForm 10-K for the year ended September 28, 201924, 2022 to any shareholder that elects not to participate in householding. Apple Inc. | 2020 Proxy Statement | 74
Back to Contents
To receive, free of charge, a separate copy of the Notice of Internet Availability and, if you requested printed versions by mail, this Proxy Statement or the Annual Report on Form 10-K for the year ended September 28, 2019,24, 2022, or separate copies of any future notice, proxy statement, or annual report, you may write or call Apple at the following physical address, phone number, or email address: Apple Investor Relations
One Apple Park Way
MS927-4INV
Cupertino, CA 95014 USA
Phone: (408)974-3123
Email:investor_relations@apple.com
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 the bank, broker, or other organization that holds your shares to request information about eliminating duplicate mailings. Holders of a majority of the shares entitled to vote at the Annual Meeting must be present at the Annual Meeting in person or represented 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 are entitled to vote and you are present at the Annual Meeting; or | • | | You are entitled to vote and you are present in person at the Annual Meeting; or
| |
• You have properly voted prior to the meeting by proxy online, by phone, or by submitting a proxy card or voting instruction form by mail. | • | | You have properly voted by proxy online, by phone, or by submitting a proxy card or voting instruction form by mail.
| |
Brokernon-votes and abstentions are counted for purposes of determining whether a quorum is present. If a quorum is not present, we may propose to adjourn the Annual Meeting to solicit additional proxies and reconvene the Annual Meeting at a later date. A representative of Broadridge Investor Communication Solutions, Inc. will serve as the inspector of election. 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 individual shareholders as well as brokerage firms, fiduciaries, custodians, and other similar organizations representing beneficial owners of shares for the Annual Meeting. We have agreed to pay Georgeson a fee of approximately $15,500$18,000 plus variable amounts for additional proxy solicitation services and out-of-pocket expenses. You may contact Georgeson at(866) 828-4304.628-6123. 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. Apple Inc. | 2020 Proxy Statement | 75
Back to Contents
Apple’s fiscal year is the52- or53-week period that ends on the last Saturday of September. Apple’s 20192022 fiscal year included 52 weeks and ended on September 28, 2019.24, 2022. Information presented in this Proxy Statement is based on Apple’s fiscal calendar.calendar, other than references to particular years in the biographical information about our directors and executive officers and in the opposition statements to the shareholder proposals which refer to calendar years.
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 vote at the Annual Meeting. As of the Record Date, there were 4,384,027,00015,836,213,000 shares of Apple’s common stock issued and outstanding, held by 23,00023,900 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. RecordIf your shares are registered directly in your name with Apple’s transfer agent, Computershare Trust Company, N.A., you are the shareholder of record with respect to those shares. NameIf your shares are held in an account at a bank, broker, or other organization, then you are the “beneficial owner of shares held in street name.” As a beneficial owner, you have the right to instruct the person or organization holding your shares how to vote your shares. Most individual shareholders are beneficial owners of shares held in street name. Voting Procedures
There are four ways to vote: • | • | | Online. You may vote by proxy by visitingOnlinePriortotheAnnualMeeting. You may vote by proxy by visiting proxyvote.com and entering the control number found in your Notice of Internet Availability. The availability of online voting may depend on the voting procedures of the organization that holds your shares.
| |
| • | | In Person. You may vote in person at the Annual Meeting by requesting a ballot from an usher. Only eligible shareholders who have registered in advance and have a valid confirmation of registration will be admitted to the Annual Meeting.
| |
If you are a beneficial owner of shares held in street name and wish to vote in person at the Annual Meeting, in addition to registering to attend the meeting in person, you must also obtain a “legal proxy” from the organization that holds your shares. A legal proxy is a written document that authorizes you to
• OnlineDuringtheAnnualMeeting. You may vote your shares held in street name atonline during the Annual Meeting. Please contactMeeting by visiting www.virtualshareholdermeeting.com/AAPL2023, entering the control number found in your Notice of Internet Availability, and following the on-screen instructions. The availability of online voting may depend on the voting procedures of the organization that holds your shares for instructions regarding obtaining a legal proxy. You must bring a copyshares. The meeting webcast will begin promptly at 9:00 A.M. Pacific Time. Online access to the webcast will open approximately 15 minutes prior to the start of the legal proxyAnnual Meeting to allow time for you to log in and test your system. If you experience technical difficulties during the Annual Meeting. In ordercheck-in process or during the meeting please call 1-844-986-0822 (toll free) or 303-562-9302 (international) for your vote to be counted,assistance. • Phone. If you must hand both the copyrequest printed copies of the legal proxy materials by mail, you will receive a proxy card or voting instruction form, and you may vote by proxy by calling the toll-free number found on the card or form. The availability of phone voting may depend on the voting procedures of the organization that holds your completed ballot to an usher to be provided toshares. • Mail. If you request printed copies of the inspector of election. | • | | Phone. If you request printed copies of the proxy materials by mail, you will receive a proxy card or voting instruction form and you may vote by proxy by calling the toll-free number found on the card or form. The availability of phone voting may depend on the voting procedures of the organization that holds your shares.
| |
Apple Inc. | 2020 Proxy Statement | 76proxy materials by mail, you will receive a proxy card or voting instruction form, and you may vote by proxy by filling out the card or form and returning it in the envelope provided.
| • | | Mail.If you request printed copies of the proxy materials by mail, you will receive a proxy card or voting instruction form and you may vote by proxy by filling out the card or form and returning it in the envelope provided.
| |
All shares represented by valid proxies received prior to the taking of the vote at the Annual Meeting8:59 P.M. Pacific Time on March 9, 2023 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. Even if you receive a valid confirmation of registration and 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.
Back to Contents You may revoke your proxy and change your vote at any time before the taking of the vote at the Annual Meeting. • OnlinePriortotheAnnualMeeting. You may change your vote using the online voting method described above, in which case only your latest internet proxy submitted prior to the Annual Meeting will be counted. | • | | Online.You may change your vote using the online voting method described above, in which case only your latest internet proxy submitted prior to the Annual Meeting will be counted.
| |
• OnlineDuringtheAnnualMeeting. You may change your vote by attending the Annual Meeting by visiting www.virtualshareholdermeeting.com/AAPL2023, entering the control number found in your Notice of Internet Availability, and following the instructions to vote, in which case only your latest internet proxy submitted will be counted. | • | | In Person. You may revoke your proxy and change your vote by attending the Annual Meeting and voting in person. However, your attendance at the Annual Meeting will 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 prior to the Annual Meeting to Apple’s Secretary at One Apple Park Way,MS: 169-5GC, Cupertino, CA 95014 USA. Only eligible shareholders who have registered in advance and have a valid confirmation of registration will be admitted to the Annual Meeting.
| |
• Phone. You may change your vote using the phone voting method described above, in which case only your latest proxy submitted prior to the Annual Meeting will be counted. | • | | Phone.You may change your vote using the phone voting method described above, in which case only your latest telephone proxy submitted prior to the Annual Meeting will be counted.
| |
• Mail. You may revoke your proxy and change your vote by signing and returning a new proxy card or voting instruction form dated as of a later date, in which case only your latest proxy card or voting instruction form received prior to the Annual Meeting will be counted. | • | | Mail.You may revoke your proxy and change your vote by signing and returning a new proxy card or voting instruction form dated as of a later date, in which case only your latest proxy card or voting instruction form received prior to the Annual Meeting will be counted.
| |
If you are a shareholder of record and you: • Indicate when voting online or by phone that you wish to vote as recommended by the Board; or | • | | Indicate when voting online or by phone that you wish to vote as recommended by the Board; or
| |
• Sign and return a proxy card without giving specific voting instructions, | • | | Sign and return a proxy card without giving specific voting instructions,
| |
then the persons named as proxy holders, Kate Adams and Luca Maestri, will vote your shares in the manner recommended by the Board on all matters presented in this Proxy Statement and as they may determine in their best judgment with respect to any other matters properly presented for a vote at the Annual Meeting. NameIf you are a beneficial owner of shares held in street name and do not provide the brokerorganization that holds your shares with specific voting instructions, then such brokerthe organization may generally vote your shares in their discretion on “routine” matters, but cannot vote on“non-routine” “non-routine” matters. Apple Inc. | 2020 Proxy Statement | 77
The following proposal is considered a routine matter: • The ratification of the appointment of Ernst & Young LLP as Apple’s independent registered public accounting firm for 2023 (Proposal No. 2). | • | | The ratification of the appointment of Ernst & Young LLP as Apple’s independent registered public accounting firm for 2020 (Proposal No. 2).
| |
A broker or other nominee may generally vote in their discretion on routine matters, and therefore no brokernon-votes are expected in connection with Proposal No. 2. The following proposals are considerednon-routine matters: • Election of directors (Proposal No. 1); • Advisory vote to approve executive compensation (Proposal No. 3); • Advisory vote on frequency of Say on Pay votes (Proposal No. 4); and • Each of the shareholder proposals (Proposals No. 5 through No. 9).
Back to Contents | • | | Advisory vote to approve executive compensation (Proposal No. 3); and
| |
| • | | Each of shareholder Proposals No. 4 through No. 6.
| |
If the organization that holds your shares does not receive instructions from you on how to vote your shares on anon-routine matter, that organization will inform the inspector of election that it does not have the authority to vote on the matter with respect to your shares. This is generally referred to as a “brokernon-vote.” Therefore, brokernon-votes may exist in connection with Proposal No. 1 and Proposals No. 3 through No. 6.9. With respect to the election of directors (Proposal No. 1), Apple’s bylaws provide that, in an uncontested election of directors, the affirmative vote of (i) a majority of the shares present or represented by proxy and voting at the Annual Meeting;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 number of candidates for election does not exceed the number of directors to be elected by the shareholders at that election. Approval of Proposals No. 2 through No. 69 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;Meeting, and (ii) a majority of the shares required to constitute a quorum. In the case of Proposal No. 4, if no frequency receives the foregoing vote, then we will consider the option that receives the highest number of votes cast to be the frequency recommended by shareholders.
Brokernon-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.proposal (or in the case of Proposal No. 4, votes for “1 Year,” “2 Years,” and “3 Years”). Brokernon-votes and abstentions will have no effect on determining whether the affirmative vote constitutes a majority of the shares present or represented by proxy and voting at the Annual Meeting.Meeting (or in the case of Proposal No. 4, votes for “1 Year,” “2 Years,” and “3 Years”). In addition, for each proposal, the affirmative vote equal to a majority of the shares necessary to constitute a quorum is also required for approval. Therefore, brokernon-votes and abstentions could prevent the election of a director or the approval of a proposal because they do not count as affirmative votes. Apple Inc. | 2020 Proxy Statement | 78
Proxy instructions, ballots, and voting tabulations that identify individual shareholders are handled in a manner that protects your voting privacy. Apple will not disclose the proxy instructions or ballots of individual shareholders, except: • To allow for the tabulation and certification of votes; | • | | To allow for the tabulation and certification of votes;
| |
• To facilitate a successful proxy solicitation; | • | | To facilitate a successful proxy solicitation;
| |
• To assert claims for Apple; | • | | To assert claims for Apple;
| |
• To defend claims against Apple; and | • | | To defend claims against Apple; and
| |
• As necessary to meet applicable legal requirements. | • | | As necessary to meet applicable legal requirements.
| |
If you write comments on your proxy card or ballot, the proxy card or ballot may be forwarded to Apple’s management and the Board to review your comments. 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. Apple will publish the final voting results in a Current Report on Form8-K filed with the SEC within four business days following the Annual Meeting. Proposals and director nominations must be sent either by mail to Apple’s Secretary at One Apple Park Way,MS: 169-5GC,927-4GC, Cupertino, CA 95014 USA, or by email toshareholderproposal@apple.com.
Back to Contents Matters for inclusion in the proxy materials for the 20212024 annual meeting of shareholders, other than nominations of directors, must be received on or before the close of business on September 5, 2020.14, 2023. All proposals must comply with Rule14a-8 under the Exchange Act. Apple Inc. | 2020 Proxy Statement | 79
Matters for consideration at the 20212024 annual meeting of shareholders, but not for inclusion in the proxy materials, must be received no earlier than the close of business on October 29, 2020November 11, 2023 and no later than the close of business on November 28, 2020.December 11, 2023. The proposal 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. 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 no earlier than the close of business on August 6, 202015, 2023 and no later than the close of business on September 5, 2020.14, 2023. Director nominations that a shareholder intendsUnder Apple’s bylaws, notice by shareholders who intend to presentnominate directors at the 20212024 annual meeting of shareholders but does not intend to have included in Apple’s(other than through proxy materials,access as described above) must be received no earlier than the close of business on October 29, 2020November 11, 2023 and no later than the close of business on November 28, 2020.December 11, 2023. 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.
Any notice of director nomination submitted to Apple other than through proxy access must include the additional information required by Rule 14a-19(b) under the Exchange Act. We intend to file a proxy statement and white proxy card with the SEC in connection with our solicitation of proxies for our 2024 annual meeting of shareholders. Shareholders may obtain our proxy statement (and any amendments and supplements thereto) and other documents as and when filed by Apple with the SEC without charge from the SEC’s website at: www.sec.gov. Apple Inc.
One Apple Park Way
Cupertino, CA 95014 USA
Phone: (408)996-1010
Dated: January 3, 202012, 2023
Apple Inc. | 2020 Proxy Statement | 80
Back to Contents
Back to Contents 
APPLE INC. C/O PROXY SERVICES P.O. BOX 9163 FARMINGDALE, NY 11735 | | | | |   | | | 
VIEW MATERIALS & VOTE | |  |
Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above
APPLE INC. C/O PROXY SERVICES P.O. BOX 9163 FARMINGDALE, NY 11735 VOTE BY INTERNET - www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until 8:59 p.m.P.M. PT on March 9, 2023. Have your proxy card in hand when you access the day before the meeting date. Followweb site and follow the instructions to obtain your records and to create an electronic voting instruction form.
During The Meeting - Go to www.virtualshareholdermeeting.com/AAPL2023 You may attend the meeting via the Internet and vote during the meeting when the polls are open. Have the information that is printed in the box marked by the arrow available and follow the instructions. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards, and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet before the meeting and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions up until 8:59 p.m.P.M. PT the day before the meeting date.on March 9, 2023. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign, and date your proxy card and either return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: E88431-P31159 KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
| TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: | | | D94702-P82335 | KEEP THIS PORTION FOR YOUR RECORDS | | DETACH AND RETURN THIS PORTION ONLY | | THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. |
Back to Apple’s Board of Directors of the seven nominees named in the Proxy Statement Nominees: For Against Abstain 1a. James Bell 1b. Tim Cook 1c. Al Gore 1d. Andrea Jung 1e. Art Levinson 1f. Ron Sugar 1g. Sue Wagner For address changes and/or comments, please check this box and write them on the back where indicated. The Board of Directors recommends a vote FOR For Against Abstain Proposals 2 and 3. 2. Ratification of the appointment of Ernst & Young LLP as Apple’s independent registered public accounting firm for 2020 3. Advisory vote to approve executive compensation The Board of Directors recommends a vote AGAINST For Against Abstain Proposals 4, 5 and 6. 4. A shareholder proposal entitled “Shareholder Proxy Access Amendments” 5. A shareholder proposal relating to sustainability and executive compensation 6. A shareholder proposal relating to policies on freedom of expression NOTE: Please sign your name(s) EXACTLY as your name(s) appear(s) on this proxy. All joint holders must sign. When signing as attorney, trustee, executor, administrator, guardian or corporate officer, please provide your FULL title. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) DateContents
| Apple Inc.
2023 Annual Meeting of Shareholders March 10, 2023
9:00 a.m. Pacific Time
www.virtualshareholdermeeting.com/AAPL2023 | |
Apple Inc. 2020 Annual Meeting of Shareholders February 26, 2020 9:00 a.m. Pacific Time Steve Jobs Theater Apple Park Cupertino, California 95014 Attending the Annual Meeting – Advance Registration Required
We are pleased to welcome shareholders to Steve Jobs Theater at Apple Park for the 20202023 Annual Meeting. The Annual Meeting will be held virtually. To accommodate as many attendees as possible, we have established a registration process. Shareholdersattend, vote, and submit questions during the Annual Meeting visit www.virtualshareholdermeeting.com/AAPL2023 and enter the control number included in your Notice of Internet Availability of Proxy Materials, voting instruction form, or proxy card. Online access to the webcast will needopen approximately 15 minutes prior to registerthe start of the Annual Meeting. Attendance at the Annual Meeting is subject to capacity limits set by the virtual meeting platform provider. To submit questions in advance at proxyvote.com beginning atof the Annual Meeting, visit www.proxyvote.com before 8:00 a.m.59 P.M. Pacific Time on February 4, 2020. Registration will be on a first-come, first-served basis. Only shareholders as of the Record Date who have registered in advanceMarch 9, 2023 and have a valid confirmation of registration will be admitted to the meeting. Please note that due to space constraints and security concerns, we will not be able to provide access to the Annual Meeting or the Apple campus to any shareholders who have not registered in advance. Your proxy materials include a unique control number to be used at proxyvote.com to vote the shares and register to attend the meeting. If you have any questions about proxyvote.com orenter the control number, please contact the bank, broker, or other organization that holds the shares. The availability of online voting may depend on the voting procedures of the organization that holds the shares. No recording is allowed at the Annual Meeting. This includes photography, audio recording, and video recording. In addition, the use of mobile phones, tablets, or computers is strictly prohibited. Attendees are welcome to visit the Apple Park Visitor Center after the Annual Meeting, but we are not able to accommodate tours of the campus. number. Even if you receive a valid confirmation of registration and plan on attending the Annual Meeting, in person, we encourage you to vote thethese shares in advance using one of the methods described in thesethe proxy materials to ensure that your vote will be represented at the Annual Meeting. We reserve Important Notice Regarding the right to revoke admission privileges or to eject an attendee for behavior likely to cause damage, injury, disruption, or annoyance or for failure to comply with reasonable requests or the rulesAvailability of conductProxy Materials for the meeting, including time limits applicable to attendees whoAnnual Meeting:
The Notice and Proxy Statement and Annual Report are permitted to speak. E88432-P31159 available at www.proxyvote.com. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF APPLE INC.
FOR THE 20202023 ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON FEBRUARY 26, 2020 MARCH 10, 2023 The undersigned shareholder of Apple Inc., a California corporation, hereby acknowledges receipt of the Notice of 20202023 Annual Meeting of Shareholders and Proxy Statement with respect to the 20202023 Annual Meeting of Shareholders of Apple Inc. to be held at Steve Jobs Theater at Apple Park, Cupertino, California 95014www.virtualshareholdermeeting.com/AAPL2023 on Wednesday, February 26, 2020Friday, March 10, 2023 at 9:00 a.m. Pacific Time, and hereby appoints Kate Adams and Luca Maestri, and each of them, proxies and attorneys-in-fact, each with power of substitution and revocation, and each with all powers that the undersigned would possess if personally present, to vote the Apple Inc. common stock of the undersigned at such meeting and any postponement(s) or adjournment(s) of such meeting, as set forth on the reverse side, and in their discretion upon any other business that may properly come before the meeting (and any such postponement(s) or adjournment(s)).THIS. THIS PROXY WILL BE VOTED AS SPECIFIED HEREIN BY THE UNDERSIGNED SHAREHOLDER OR, IF NO CHOICE IS SPECIFIED, FOR THE ELECTION OF THE NOMINEES NAMED IN PROPOSAL 1, FOR PROPOSALS 2 AND 3, FOR “1 YEAR” IN PROPOSAL 4, AGAINST PROPOSALS 4, 5 TO 9, AND 6IN THEIR DISCRETION (1) FOR THE ELECTION OF ANY PERSON TO THE BOARD OF DIRECTORS IF ANY NOMINEE NAMED HEREIN BECOMES UNABLE TO SERVE OR FOR GOOD CAUSE WILL NOT SERVE, AND (2) AS SAID PROXIES DEEM ADVISABLE ON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING AND ANY POSTPONEMENT(S) OR ADJOURNMENT(S) THEREOF. Address Changes/Comments: (If you noted any Address Changes/Comments above, please mark the corresponding box on the reverse side.) PLEASE VOTE, SIGN, DATE, AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE
OR VOTE BY TELEPHONE OR THE INTERNET.
|
|
