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0000320193
20070424
8-K
1
Employer of incorporation) Identification Number) 1 Infinite Loop, Cupertino, CA (Address of principal executive offices) (408) 996-1010 (Registrant’s telephone number, including area code) (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended t...
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On Tuesday, April 24, 2007, the United States Securities and Exchange Commission (the “Commission”) issued a press release announcing that the Commission has filed a civil action against two former officers of Apple Inc. (“Apple”) in connection with past stock option grants.
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According to the press release, in connection with the filing of the complaints, the Commission announced that it would not bring an enforcement action against Apple.
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In its press release, the Commission stated: “The Commission also announced today that it would not bring any enforcement action against Apple based in part on its swift, extensive, and extraordinary cooperation in the Commission’s investigation.
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Apple’s cooperation consisted of, among other things, prompt self-reporting, an independent internal investigation, the sharing of the results of that investigation with the government, and the implementation of new controls designed to prevent the recurrence of fraudulent conduct.” The full text of the press release i...
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Item 9.01 Financial Statements and Exhibits.
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(d) Exhibits.
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The following exhibit is furnished herewith: Exhibit Number Description 99.1 Text of press release issued by the United States Securities and Exchange Commission dated April 24, 2007.
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SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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APPLE INC.
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Date: April 24, 2007 By: /s/ Peter Oppenheimer Peter Oppenheimer Senior Vice President and Chief Financial Officer EXHIBIT INDEX Exhibit Number Description 99.1 Text of press release issued by the United States Securities and Exchange Commission dated April 24, 2007.
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0000320193
20140305
8-K
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8-K d684095d8k.htm 8-K 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of Date of Report (Date of earliest event reported): February 28, 2014 APPLE INC. (Exact Name of Registrant as Specified in its Charte...
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Employer Identification No.)
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1 Infinite Loop Cupertino, California 95014 (Address of Principal Executive Offices) (Zip Code) (408) 996-1010 (Registrant’s Telephone Number, Including Area Code) Not applicable (Former name or former address, if changed since last report.)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 240.425) ¨ Soliciting material pursuant to Rule 14a-12 under the Exch...
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(b),(c) On March 4, 2014, Apple Inc. (the “Company”) announced that Peter Oppenheimer, the Company’s Senior Vice President, Chief Financial Officer, will retire at the end of September and Luca Maestri, the Company’s Vice President of Finance and Corporate Controller, will be appointed as CFO and will transition into t...
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(e) 2014 Employee Stock Plan The Board of Directors (the “Board”) of the Company previously adopted, subject to shareholder approval, the Company’s 2014 Employee Stock Plan (the “2014 Plan”).
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The Company’s shareholders approved the 2014 Plan at the Annual Meeting of Shareholders held on February 28, 2014 (the “Annual Meeting”).
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The Company’s grant authority under the Company’s 2003 Employee Stock Plan (the “2003 Plan”) terminated at that time.
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The 2014 Plan, which became effective upon shareholder approval, permits the granting of stock options, stock appreciation rights, stock grants and restricted stock units, as well as cash bonus awards.
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Employees (including executive officers and directors who are also the Company’s employees) and consultants of the Company and any subsidiary of the Company are eligible to participate in the 2014 Plan.
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The maximum number of shares that may be issued or transferred pursuant to awards under the 2014 Plan will equal: • 55 million shares, plus • the number of shares available for new award grants under the 2003 Plan on the date of the Annual Meeting (determined before giving effect to the termination of the authority to ...
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The maximum number of shares that may be issued or transferred pursuant to awards under the 2014 Plan as a result of applying the share limit formula described above will not exceed 109,477,000 shares, which is the sum of (i) the 55 million shares referred to above, plus (ii) the 16,608,000 shares available for new awa...
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Shares issued with respect to awards granted under the 2014 Plan other than stock options or stock appreciation rights are counted against the 2014 Plan’s aggregate share limit as two shares for every one share actually issued in connection with the award.
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The 2014 Plan also includes other rules for counting shares against the share limits.
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The foregoing brief description is qualified in its entirety by the text of the 2014 Plan, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
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Grants under the 2014 Plan will be made pursuant to the Company’s Restricted Stock Unit Award Agreement and the Company’s Performance Award Agreement, forms of which are filed as Exhibits 10.2 and 10.3 hereto and incorporated herein by reference.
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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At the Annual Meeting the shareholders of the Company approved amendments (the “Amendments”) to the Company’s Restated Articles of Incorporation (the “Articles”) to (i) facilitate the implementation of majority voting for the election of directors in an uncontested election by eliminating Article VII, which relates to ...
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Following the Annual Meeting, on February 28, 2014, the Company filed its Amended and Restated Articles of Incorporation (the “Articles of Incorporation”) with the California Secretary of State, giving effect to the Amendments.
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The Amendments became effective on February 28, 2014.
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The foregoing description of the changes contained in the Articles of Incorporation is qualified in its entirety by reference to the full text of the Articles of Incorporation, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
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On February 28, 2014, the Board adopted the Amended and Restated Bylaws of the Company (the “Amended and Restated Bylaws”).
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Sections 2.4, 2.5 and 5.11 have been amended to implement majority voting in uncontested elections of directors in accordance with Section 708.5 of the California General Corporation Law, superseding the previous plurality standard.
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The Amended and Restated Bylaws also include a number of ministerial, clarifying and conforming changes, including, among others, the addition of Chairman and Chief Executive Officer to the list of persons specified in Section 5.3 who may call special meetings of shareholders and changes to Sections 5.10, 10.1, 10.2 an...
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The foregoing description of the changes contained in the Amended and Restated Bylaws is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, a copy of which is attached hereto as Exhibit 3.2 and is incorporated herein by reference.
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Item 5.07 Submission of Matters to a Vote of Security Holders At the Annual Meeting, the shareholders voted on the following eleven proposals and cast their votes as described below.
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1.
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The individuals listed below were elected at the Annual Meeting to serve as directors of the Company until the next annual meeting of shareholders and until their successors are duly elected and qualified.
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2.
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A management proposal to amend the Articles of Incorporation to facilitate the implementation of majority voting for the election of directors in an uncontested election by eliminating Article VII, which relates to the term of directors and the transition from a classified board of directors to a declassified structure...
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This proposal was approved.
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3.
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A management proposal to amend the Articles of Incorporation to eliminate the “blank check” authority of the Board to issue preferred stock, as described in the proxy materials.
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This proposal was approved.
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4.
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A management proposal to amend the Articles of Incorporation to establish a par value for the Company’s common stock of $0.00001 per share, as described in the proxy materials.
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This proposal was approved.
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5.
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A management proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2014, as described in the proxy materials.
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This proposal was approved.
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6.
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A non-binding, advisory resolution to approve executive compensation, as described in the proxy materials.
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This proposal was approved.
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7.
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A management proposal to approve the 2014 Plan, as described in the proxy materials.
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This proposal was approved.
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8.
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A shareholder proposal to amend the Company’s Bylaws to establish a Board Committee on Human Rights, as described in the proxy materials.
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This proposal was not approved.
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9.
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A shareholder proposal entitled “Report on Company Membership and Involvement with Certain Trade Associations and Business Organizations,” as described in the proxy materials.
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This proposal was not approved.
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10.
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A shareholder proposal entitled “Proxy Access for Shareholders,” as described in the proxy materials.
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This proposal was not approved.
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11.
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A shareholder floor proposal asking the Board “to enact a policy to use technical methods and other best practices to protect user data.” This proposal was not approved.
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Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits.
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Exhibit No.
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Description 3.1 Amended and Restated Articles of Incorporation of Apple Inc. effective as of February 28, 2014 3.2 Amended and Restated Bylaws of Apple Inc. effective as of February 28, 2014 10.1 2014 Employee Stock Plan 10.2 Form of Restricted Stock Unit Award Agreement effective as of February 28, 2014 10.3 Form of P...
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APPLE INC. (Registrant) Date: March 5, 2014 By: /s/ D. Bruce Sewell D. Bruce Sewell Senior Vice President, General Counsel and Secretary EXHIBIT INDEX Exhibit No.
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Description 3.1 Amended and Restated Articles of Incorporation of Apple Inc. effective as of February 28, 2014 3.2 Amended and Restated Bylaws of Apple Inc. effective as of February 28, 2014 10.1 2014 Employee Stock Plan 10.2 Form of Restricted Stock Unit Award Agreement as of February 28, 2014 10.3 Form of Performance...
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0000320193
20120227
8-K
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8-K d307369d8k.htm FORM 8-K Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of Date of Report (Date of earliest event reported): February 23, 2012 APPLE INC. (Exact Name of Registrant as Specified in ...
0001193125-12-081892/full-submission.txt
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Employer Identification No.)
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1 Infinite Loop Cupertino, California (Address of Principal Executive Offices) (Zip Code) (408) 996-1010 (Registrant’s Telephone Number, Including Area Code) Not applicable (Former name or former address, if changed since last report.)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 240.425) ¨ Soliciting material pursuant to Rule 14a-12 under the Exch...
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At the Annual Meeting, the shareholders voted on the following six proposals and cast their votes as described below.
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Proposal 1 The individuals listed below were elected at the Annual Meeting to serve a one-year term on the Company’s Board of Directors (the “Board”).
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Proposal 2 Proposal 2 was a management proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2012, as described in the proxy materials.
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This proposal was approved.
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Proposal 3 Proposal 3 was a management proposal to hold an advisory vote on executive compensation, as described in the proxy materials.
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This proposal was approved.
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Proposal 4 Proposal 4 was a shareholder proposal entitled “Conflict of Interest Report,” as described in the proxy materials.
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This proposal was not approved.
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Proposal 5 Proposal 5 was a shareholder proposal entitled “Shareholder Say on Director Pay,” as described in the proxy materials.
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This proposal was not approved.
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Proposal 6 Proposal 6 was a shareholder proposal entitled “Report on Political Contributions and Expenditures,” as described in the proxy materials.
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This proposal was not voted upon at the Annual Meeting because neither the proponent nor a qualified representative of the proponent appeared at the Annual Meeting to present the proposal.
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Proposal 7 Proposal 7 was a shareholder proposal entitled “Adopt a Majority Voting Standard for Director Elections,” as described in the proxy materials.
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This proposal was approved.
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SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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APPLE INC. (Registrant) By: /s/ Bruce Sewell Date: February 27, 2012 D. Bruce Sewell Senior Vice President, General Counsel and Secretary
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0000320193
20150427
8-K
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8-K d914157d8k.htm FORM 8-K Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 April 27, 2015 Date of Report (Date of earliest event reported) Apple Inc. (Exact name of Registrant as specified in...
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Employer Identification No.)
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1 Infinite Loop Cupertino, California 95014 (Address of principal executive offices) (Zip Code) (408) 996-1010 (Registrant’s telephone number, including area code) Not applicable (Former name or former address, if changed since last report.)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions: ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ¨ Soliciting material pursuant to Rule 14a-12 under the Exch...
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On April 27, 2015, Apple Inc. issued a press release, a copy of which is attached hereto as Exhibit 99.1.
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