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0000320193
20130621
8-K
13
CEO Leadership by Example Mr. Cook is leading this initiative by example and has the full support of the Board of Directors.
0001193125-13-267629/full-submission.txt
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20130621
8-K
14
He asked the Committee to apply a performance metric to his outstanding 2011 CEO equity award as well as any potential future awards.
0001193125-13-267629/full-submission.txt
0000320193
20130621
8-K
15
After careful deliberation, the Committee has approved a modification to Mr. Cook’s 2011 award.
0001193125-13-267629/full-submission.txt
0000320193
20130621
8-K
16
Under the adopted modification, Mr. Cook will forfeit a portion of the 2011 CEO equity award, which was previously entirely time-based, if the Company does not achieve certain performance criteria.
0001193125-13-267629/full-submission.txt
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20130621
8-K
17
While the Committee generally believes that a performance-based award should have both a downside and an upside component, at Mr. Cook’s request, the modification does not contain an upside opportunity for overachievement of these criteria.
0001193125-13-267629/full-submission.txt
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20130621
8-K
18
As a result of implementing a modification with only downside risk, the Committee has determined that a portion of the original grant should vest earlier than originally scheduled.
0001193125-13-267629/full-submission.txt
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20130621
8-K
19
This modification will not change the award’s original value for accounting expense purposes.
0001193125-13-267629/full-submission.txt
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20130621
8-K
20
Performance Measurement and Shareholder Alignment After careful deliberation and consultation with shareholders and compensation experts, the Committee has concluded that relative “total shareholder return” (“TSR”) should be most relevant to Apple shareholders in evaluating Apple’s performance against that of other com...
0001193125-13-267629/full-submission.txt
0000320193
20130621
8-K
21
* 2011 CEO Equity Award Modification As a result of the adoption of a performance component and regular performance measurements, and the absence of a performance multiplier, the Committee has modified Mr. Cook’s 2011 award of one million RSUs to vest as follows: 100,000 RSUs remain scheduled to vest on August 24, 2016...
0001193125-13-267629/full-submission.txt
0000320193
20130621
8-K
22
Details are explained below and illustrated in Table 1.
0001193125-13-267629/full-submission.txt
0000320193
20130621
8-K
23
The Committee considered what percentage of Mr. Cook’s unvested one-year RSU tranches to place at risk under the new performance criteria.
0001193125-13-267629/full-submission.txt
0000320193
20130621
8-K
24
Because Mr. Cook faces only downside risk from the modification, the Committee believed that less than 50% should be placed at risk.
0001193125-13-267629/full-submission.txt
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20130621
8-K
25
Mr. Cook, however, expressed a strong desire to set a leadership example in the area of CEO compensation and governance and requested a larger at-risk percentage.
0001193125-13-267629/full-submission.txt
0000320193
20130621
8-K
26
Accordingly, the Committee is placing 50% of the RSUs at risk in each future annual performance-based tranche.
0001193125-13-267629/full-submission.txt
0000320193
20130621
8-K
27
The relative TSR criteria will be applied to each 80,000 RSU tranche scheduled to vest on each anniversary of the original August 24, 2011 grant date, and will compare Apple’s TSR to the TSR of the companies in the S&P 500 using public data derived from Standard and Poor’s.
0001193125-13-267629/full-submission.txt
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20130621
8-K
28
If Apple’s performance is within the top third of that group, the RSUs in the tranche for that year will vest in full.
0001193125-13-267629/full-submission.txt
0000320193
20130621
8-K
29
If its performance is in the middle third, the RSUs in the tranche for that year will be reduced by 25%, and if its performance is in the bottom third, the RSUs in that tranche will be reduced by 50%.
0001193125-13-267629/full-submission.txt
0000320193
20130621
8-K
30
In considering the time frame to measure relative TSR, the Committee determined, after consultation with compensation experts and shareholders, to use a three-year period and to ramp up to this three-year period starting with the tranche vesting in 2014.
0001193125-13-267629/full-submission.txt
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20130621
8-K
31
Therefore, the tranche vesting in August 2014 will be measured against a one-year TSR period.
0001193125-13-267629/full-submission.txt
0000320193
20130621
8-K
32
The tranche vesting in August 2015 will use a two-year period.
0001193125-13-267629/full-submission.txt
0000320193
20130621
8-K
33
The tranches vesting in 2016 and beyond will use a full three-year period.
0001193125-13-267629/full-submission.txt
0000320193
20130621
8-K
34
Because this modification takes place in 2013, partway through the vesting period of the original 2011 grant, the Committee separately considered the treatment of the first two tranches that, if modified earlier, would have vested in August 2012 and August 2013.
0001193125-13-267629/full-submission.txt
0000320193
20130621
8-K
35
For the tranche that would have vested in August 2012, the RSUs will vest in full on the modification date.
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20130621
8-K
36
This would have been the result whether the Committee had applied a one-, two- or three-year relative TSR measurement in August 2012.
0001193125-13-267629/full-submission.txt
0000320193
20130621
8-K
37
For the tranche vesting in August 2013, the Committee will vest the portion from August 25, 2012 until the modification date on a time basis and will measure the remaining portion of the tranche between the modification date and the August 2013 anniversary against the full year’s relative TSR criteria.
0001193125-13-267629/full-submission.txt
0000320193
20130621
8-K
38
Table 1 (1) The 2012 tranche is vesting on June 21, 2013 based on services provided.
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20130621
8-K
39
(2) As to the 2013 tranche, 65,754 shares correspond to the period from August 25, 2012 to the June 21, 2013 modification date of the award.
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20130621
8-K
40
This portion will vest on August 24, 2013 based on services provided.
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20130621
8-K
41
The remaining 14,246 shares of the 2013 tranche (corresponding to the period from June 21, 2013 through August 24, 2013) are also scheduled to vest on August 24, 2013, but up to 50% of those shares may be forfeited based on relative TSR performance from August 25, 2012 through August 24, 2013.
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20130621
8-K
42
(3) Includes both the 2016 tranche vesting on August 24, 2016 as well as the additional 100,000 RSUs vesting on that date.
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20130621
8-K
43
(4) Includes both the 2021 tranche vesting on August 24, 2021 as well as the additional 100,000 RSUs vesting on that date.
0001193125-13-267629/full-submission.txt
0000320193
20130621
8-K
44
* A company’s Total Shareholder Return (TSR) for a period of time is based on the change in its stock price during that period, taking into account any dividends paid during that period, which are assumed to be reinvested in the stock.
0001193125-13-267629/full-submission.txt
0000320193
20130621
8-K
45
If the ending value is lower than the beginning value, a negative TSR results and vice versa.
0001193125-13-267629/full-submission.txt
0000320193
20130621
8-K
46
The change in value from the beginning to the end of the period is divided by the beginning value.
0001193125-13-267629/full-submission.txt
0000320193
20130621
8-K
47
That percentage, whether positive or negative, is compared to the TSR of other companies.
0001193125-13-267629/full-submission.txt
0000320193
20130621
8-K
48
The corresponding results inherently align with shareholders’ interests and the measurement process is simple and objective.
0001193125-13-267629/full-submission.txt
0000320193
20130621
8-K
49
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.
0001193125-13-267629/full-submission.txt
0000320193
20130621
8-K
50
APPLE INC. (Registrant) By: /s/ D. Bruce Sewell Date: June 21, 2013 D. Bruce Sewell Senior Vice President, General Counsel and Secretary
0001193125-13-267629/full-submission.txt
0000320193
20080122
8-K
0
8-K d8k.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 January 22, 2008 Date of Report (date of earliest event reported) APPLE INC. (Exact name of Registrant as specified in its ...
0001193125-08-009715/full-submission.txt
0000320193
20080122
8-K
1
Employer Identification Number) 1 Infinite Loop, Cupertino, CA 95014 (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 to simultaneo...
0001193125-08-009715/full-submission.txt
0000320193
20080122
8-K
2
On January 22, 2008, Apple Inc. (“Apple”) issued a press release regarding Apple’s financial results for its fiscal 2008 first quarter ended December 29, 2007 and a related data sheet.
0001193125-08-009715/full-submission.txt
0000320193
20080122
8-K
3
A copy of Apple’s press release is attached hereto as Exhibit 99.1 and a copy of the related data sheet is attached hereto as Exhibit 99.2.
0001193125-08-009715/full-submission.txt
0000320193
20080122
8-K
4
The information contained in this Current Report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set ...
0001193125-08-009715/full-submission.txt
0000320193
20080122
8-K
5
Item 9.01 Financial Statements and Exhibits.
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20080122
8-K
6
(d) Exhibits.
0001193125-08-009715/full-submission.txt
0000320193
20080122
8-K
7
The following exhibits are furnished herewith: Exhibit Number Description 99.1 Text of press release issued by Apple Inc. dated January 22, 2008.
0001193125-08-009715/full-submission.txt
0000320193
20080122
8-K
8
99.2 Data sheet issued by Apple Inc. dated January 22, 2008.
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20080122
8-K
9
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.
0001193125-08-009715/full-submission.txt
0000320193
20080122
8-K
10
APPLE INC.
0001193125-08-009715/full-submission.txt
0000320193
20080122
8-K
11
Date: January 22, 2008 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 Apple Inc. dated January 22, 2008.
0001193125-08-009715/full-submission.txt
0000320193
20080122
8-K
12
99.2 Data sheet issued by Apple Inc. dated January 22, 2008.
0001193125-08-009715/full-submission.txt
0000320193
20161215
8-K
0
8-K form8-k121316.htm 8-K Document 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 December 13, 2016 Date of Report (Date of earliest event reported) Apple Inc. (Exact name of Registrant as specified i...
0001628280-16-022047/full-submission.txt
0000320193
20161215
8-K
1
Employer Identification No.)
0001628280-16-022047/full-submission.txt
0000320193
20161215
8-K
2
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.)
0001628280-16-022047/full-submission.txt
0000320193
20161215
8-K
3
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...
0001628280-16-022047/full-submission.txt
0000320193
20161215
8-K
4
The amendments include the following changes to the proxy access provisions of the Bylaws: (1) Ownership of loaned shares is deemed to continue for purposes of meeting the three-year, three percent continuous ownership requirement, so long as a nominating shareholder has the power to recall the loaned shares within fiv...
0001628280-16-022047/full-submission.txt
0000320193
20161215
8-K
5
Previously, a nominating shareholder was required to recall the loaned shares within five business days of being notified that its proxy access candidate would be included in Apple’s proxy materials, and hold the shares until the annual meeting of shareholders.
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0000320193
20161215
8-K
6
(2) Apple increased the availability of proxy access by limiting the circumstances under which the maximum number of proxy access candidates is reduced.
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20161215
8-K
7
(3) Shareholders may re-nominate a proxy access candidate regardless of the level of support received at the annual meeting of shareholders.
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0000320193
20161215
8-K
8
Previously, shareholders were prohibited from re-nominating a proxy access candidate if he or she received less than 25% support at either of the last two annual meetings of shareholders.
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8-K
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(4) Apple extended the deadline by which nominating shareholders and proxy access candidates must provide certain information to Apple to ten business days from five business days.
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8-K
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(5) Apple narrowed the scope of a nominating shareholder’s indemnification obligations to legal and regulatory violations arising out of a nominating shareholder’s actions or communications with Apple shareholders or out of information provided by a nominating shareholder to Apple.
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20161215
8-K
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(6) Apple limited the discretion of the Board to unilaterally interpret the proxy access provisions.
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20161215
8-K
12
The amendments also incorporate a number of ministerial, clarifying and conforming changes, including changes in Articles II, III, V, VI, VII and VIII to remove provisions relating to certain officer titles that are not currently utilized by Apple, and track certain provisions of the California Corporations Code.
0001628280-16-022047/full-submission.txt
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20161215
8-K
13
The foregoing description is qualified in its entirety by reference to the full text of the Bylaws, a copy of which is attached hereto as Exhibit 3.2 and is incorporated herein by reference.
0001628280-16-022047/full-submission.txt
0000320193
20161215
8-K
14
Item 9.01 Financial Statements and Exhibits.
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20161215
8-K
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(d) Exhibits.
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20161215
8-K
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Exhibit Number Exhibit Description 3.2 Amended and Restated Bylaws of Apple Inc., effective as of December 13, 2016 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.
0001628280-16-022047/full-submission.txt
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20161215
8-K
17
Date: December 15, 2016 Apple Inc. By: /s/ D. Bruce Sewell D. Bruce Sewell Senior Vice President, General Counsel and Secretary Exhibit Index Exhibit Number Exhibit Description 3.2 Amended and Restated Bylaws of Apple Inc., effective as of December 13, 2016
0001628280-16-022047/full-submission.txt
0000320193
20060901
8-K
0
8-K a06-19081_18k.htm CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES 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 Date of Report (Date of earliest event reported): August 29, 2006 Apple Comp...
0001104659-06-058808/full-submission.txt
0000320193
20060901
8-K
1
Employer of incorporation) Identification Number) Infinite Loop, Cupertino, CA 95014 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: (408) 996-1010 N/A (Former name or former address, if changed since last report.)
0001104659-06-058808/full-submission.txt
0000320193
20060901
8-K
2
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: o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exch...
0001104659-06-058808/full-submission.txt
0000320193
20060901
8-K
3
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS.
0001104659-06-058808/full-submission.txt
0000320193
20060901
8-K
4
On August 29, 2006, Apple Computer, Inc. (the “Company”) appointed Dr. Eric Schmidt to its Board of Directors (the “Board”).
0001104659-06-058808/full-submission.txt
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20060901
8-K
5
A copy of the press release issued by the Company on August 29, 2006, announcing Dr. Schmidt’s appointment to the Board, is attached hereto as Exhibit 99.1.
0001104659-06-058808/full-submission.txt
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20060901
8-K
6
There are no relationships or related transactions between Dr. Schmidt and the Company that would be required to be reported under Section 404(a) of Regulation S-K. Dr. Schmidt has been appointed to the Special Committee of the Board.
0001104659-06-058808/full-submission.txt
0000320193
20060901
8-K
7
In connection with his appointment, Dr. Schmidt has declined the automatic stock option grant to purchase 30,000 shares to which new directors are entitled under the Company’s 1997 Director Stock Option Plan, and instead intends to purchase 10,000 shares of the Company’s common stock on the open market.
0001104659-06-058808/full-submission.txt
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20060901
8-K
8
In connection with the appointment, the Company entered into an indemnification agreement with Dr. Schmidt, the terms of which are identical in all material respects to the form of indemnification agreement that the Company has previously entered into with each of its directors, which was filed with the SEC as Exhibit ...
0001104659-06-058808/full-submission.txt
0000320193
20060901
8-K
9
ITEM 5.03 AMENDMENTS TO ARTICLES OR INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR.
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20060901
8-K
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On August 29, 2006, the Board approved and adopted an amendment to Article II, Section 2.2 of the Company’s By-Laws to increase the size of the Board from seven to eight members.
0001104659-06-058808/full-submission.txt
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20060901
8-K
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The text of the amended Article II, Section 2.2 of the Company’s By-Laws is set forth as Exhibit 3.1 to this Form 8-K, and is incorporated herein by reference.
0001104659-06-058808/full-submission.txt
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20060901
8-K
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ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
0001104659-06-058808/full-submission.txt
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8-K
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Exhibit Number Description 3.1 Amendment to By-Laws of Apple Computer, Inc. dated August 29, 2006.
0001104659-06-058808/full-submission.txt
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8-K
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99.1 Text of Press Release issued by Apple Computer, Inc. dated August 29, 2006.
0001104659-06-058808/full-submission.txt
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8-K
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SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
0001104659-06-058808/full-submission.txt
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20060901
8-K
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Date: August 31, 2006 APPLE COMPUTER, INC. (Registrant) By: /s/ Peter Oppenheimer Name: Peter Oppenheimer Title: Senior Vice President and Chief Financial Officer EXHIBIT INDEX Exhibit Number Description 3.1 Amendment to By-Laws of Apple Computer, Inc. dated August 29, 2006.
0001104659-06-058808/full-submission.txt
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8-K
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99.1 Text of Press Release issued by Apple Computer, Inc. dated August 29, 2006.
0001104659-06-058808/full-submission.txt
0000320193
20230202
8-K
0
8-K aapl-20230202.htm 8-K aapl-20230202false0000320193 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 February 2, 2023 Date of Report (Date of earliest event reported) Apple Inc. (Exact name of Regist...
0000320193-23-000005/full-submission.txt
0000320193
20230202
8-K
1
Employer Identification No.)
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20230202
8-K
2
One Apple Park Way 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.)
0000320193-23-000005/full-submission.txt
0000320193
20230202
8-K
3
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...
0000320193-23-000005/full-submission.txt
0000320193
20230202
8-K
4
Emerging growth company ☐ If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
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20230202
8-K
5
☐ Item 2.02 Results of Operations and Financial Condition.
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20230202
8-K
6
On February 2, 2023, Apple Inc. (“Apple”) issued a press release regarding Apple’s financial results for its first fiscal quarter ended December 31, 2022.
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20230202
8-K
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A copy of Apple’s press release is attached hereto as Exhibit 99.1.
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0000320193
20230202
8-K
8
The information contained in this Current Report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set ...
0000320193-23-000005/full-submission.txt
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20230202
8-K
9
Item 9.01 Financial Statements and Exhibits.
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(d)Exhibits.
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8-K
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Exhibit Number Exhibit Description 99.1 Press release issued by Apple Inc. on February 2, 2023.
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20230202
8-K
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104 Inline XBRL for the cover page of this Current Report on Form 8-K. 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.
0000320193-23-000005/full-submission.txt