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0000320193
20210208
8-K
18
The Notes will be Apple’s senior unsecured obligations and will rank equally with Apple’s other unsecured and unsubordinated debt from time to time outstanding.
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The foregoing description of the Notes and related agreements is qualified in its entirety by the terms of the Underwriting Agreement, the Indenture and the Officer’s Certificate (including the forms of the Notes).
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Apple is furnishing the Underwriting Agreement and the Officer’s Certificate (including the forms of the Notes) attached hereto as Exhibits 1.1 and 4.1 through 4.7, respectively, and they are incorporated herein by reference.
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The Indenture is filed as Exhibit 4.1 to the Registration Statement.
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An opinion regarding the legality of the Notes is filed as Exhibit 5.1, and is incorporated by reference into the Registration Statement; and a consent relating to the incorporation of such opinion is incorporated by reference into the Registration Statement and is filed as Exhibit 23.1 by reference to its inclusion wi...
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Item 9.01 Financial Statements and Exhibits.
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(d) Exhibits.
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Exhibit Number Exhibit Description 1.1 Underwriting Agreement, dated February 1, 2021, among Apple Inc. and Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, as representatives of the several underwriters named therein 4.1 Officer’s Certificate of Apple Inc., dated February 8, 2021 4.2 F...
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Date: February 8, 2021 Apple Inc. By: /s/ Luca Maestri Luca Maestri Senior Vice President, Chief Financial Officer
0001193125-21-032394/full-submission.txt
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8-K d366128d8k.htm 8-K 8-K --09-24 false 0000320193 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 August 17, 2022 Date of Report (Date of earliest event reported) Apple Inc. (Exact name of Registrant...
0001193125-22-225365/full-submission.txt
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Employer Identification No.)
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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.)
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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...
0001193125-22-225365/full-submission.txt
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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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☐ Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On August 17, 2022, the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Apple Inc. (“Apple”) approved the Apple Inc. Executive Cash Incentive Plan (the “Plan”) under which eligible participants may be granted cash incentive awards based on the achievement of performance goals over pe...
0001193125-22-225365/full-submission.txt
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The Plan is intended to attract, retain, motivate, reward and align the efforts of Plan participants with the objectives of Apple shareholders.
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Eligible participants are members of Apple’s executive team, including Apple’s named executive officers and other employees designated by the Committee.
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The Plan is administered by the Committee.
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The Committee establishes performance periods, which generally correlate to Apple’s fiscal years, and performance goals for which achievement will be measured over each performance period.
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The Committee also establishes any applicable threshold, target and maximum level of achievement for each performance goal.
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The Committee will specify the performance period, performance goal(s), maximum payout opportunity and any other terms and conditions for the Awards.
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The payout that a participant may receive under the Plan with respect to an Award is based upon whether and to what extent the performance goals have been achieved, as determined by the Committee after receiving the necessary information to evaluate such achievement after the end of the performance period.
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The payout will be made in cash as soon as practicable after the Committee considers the achievement of the performance goals, and to the extent applicable, a participant’s performance.
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If a participant terminates service prior to a payout date, the participant’s Award will be forfeited unless otherwise determined by the Committee.
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The foregoing description of the Plan is a summary and is qualified in its entirety by reference to the full text of the Plan, a copy of which is attached as Exhibit 10.1 hereto and is incorporated by reference herein.
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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On August 17, 2022, Apple’s Board approved and adopted amended and restated bylaws (the “Amended and Restated Bylaws”), which became effective the same day.
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Among other things, the amendments effected by the Amended and Restated Bylaws: • Allow for special meetings of the Board to be called on less than 48 hours’ notice as necessary or appropriate under given circumstances.
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• Enhance procedural mechanics and disclosure requirements in connection with shareholder nominations of directors and submissions of proposals regarding other business at shareholder meetings (other than nominations pursuant to Apple’s proxy access bylaws and proposals to be included in Apple’s proxy materials pursuan...
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• Clarify the Board’s authority to designate the location for shareholder meetings and specify powers of the chair of a shareholder meeting to prescribe rules and regulations for the conduct of a meeting and to adjourn a meeting.” • Revise and update the procedures and requirements for shareholders to request a special...
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• Require that a shareholder directly or indirectly soliciting proxies from other shareholders use a proxy card color other than white.
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• Add bylaws allowing the Board to operate with reduced procedural requirements during an emergency, as defined in the California Corporations Code (the “Code”).
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The Amended and Restated Bylaws also incorporate ministerial, clarifying and conforming changes, including changes to align with the language used in certain provisions of the Code.
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The foregoing description is a summary and is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, a copy of which is attached as Exhibit 3.2 hereto and is incorporated by reference herein.
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Item 9.01 Financial Statements and Exhibits.
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(d) Exhibits.
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Exhibit Number Exhibit Description 3.2 Amended and Restated Bylaws of Apple Inc., effective as of August 17, 2022.
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10.1 Apple Inc. Executive Cash Incentive Plan.
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Inline XBRL for the cover page of this Current Report on Form 8-K. SIGNATURES 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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Date: August 19, 2022 Apple Inc. By: /s/ Katherine Adams Katherine Adams Senior Vice President, General Counsel and Secretary
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0000320193
20050413
8-K
0
8-K a05-6665_18k.htm 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 April 13, 2005 Date of Report (date of earliest event reported) APPLE COMPUTER, INC. (Exact name of Registrant as specified in its ch...
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Employer Identification Number) 1 Infinite Loop, Cupertino, CA 95014 (Address of principal executive offices) (408) 996-1010 (Registrant’s telephone number, including area code) Not Applicable (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intende...
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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.
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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 fo...
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Item 9.01 Financial Statements and Exhibits (c) Exhibits The following exhibits are furnished herewith: Exhibit Number Description 99.1 Text of press release issued by Apple Computer, Inc. dated April 13, 2005.
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99.2 Data sheet issued by Apple Computer, Inc. dated April 13, 2005.
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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 COMPUTER, INC.
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Date: April 13, 2005 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 Computer, Inc. dated April 13, 2005.
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99.2 Data sheet issued by Apple Computer, Inc. dated April 13, 2005.
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0000320193
20080826
8-K
0
8-K rrd216364.htm FORM 8-K; AMENDED BYLAWS Prepared By R.R.
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20080826
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Donnelley Financial -- 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 Date of Report (Date of earliest event reported): 08/20/2008 APPLE INC. (Exact name of registrant as specified in its cha...
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1 Infinite Loop, Cupertino, CA 95014 (Address of principal executive offices, including zip code) (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 simultaneously satisfy...
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year On August 20, 2008, the Board of Directors of Apple Inc. (the "Company") adopted the Amended Bylaws of the Company, amending Article V, Section 5.14 of the Company's exising Bylaws to clarify the requirements for shareholders to provide timely not...
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A copy of the Amended Bylaws of the Company is filed herewith as Exhibit 3.1 and is incorporated herein by reference.
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Signature(s) 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: August 26, 2008 By: /s/ Peter Oppenheimer Peter Oppenheimer Senior Vice President and Chief Financial Officer Exhibit Index Exhibit No.
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Description EX-3.1 Bylaws of the Registrant, as amended through August 20, 2008.
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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 January 25, 2010 Date of Report (date of earliest event reported) APPLE INC. (Exact name of Registrant as specified in its chart...
0001193125-10-012096/full-submission.txt
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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...
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On January 25, 2010, Apple Inc. (“Apple”) issued a press release regarding Apple’s financial results for its first fiscal quarter ended December 26, 2009 and a related data sheet.
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A copy of Apple’s press release is attached hereto as Exhibit 99.1.
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A copy of the related data sheet is attached hereto as Exhibit 99.2.
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A copy of the selected quarterly financial schedules is attached hereto as Exhibit 99.3.
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On September 23, 2009, the Financial Accounting Standards Board ratified Emerging Issues Task Force (“EITF”) Issue 08-1 and EITF Issue 09-3, resulting in the issuance of accounting standard updates ASU 2009-13 and ASU 2009-14.
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Apple was required to adopt the new accounting standards no later than the first quarter of fiscal 2011.
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Apple elected to adopt the new standards during the first quarter of fiscal 2010, as reflected in its Quarterly Report on Form 10-Q for the quarter ended December 26, 2009, which was filed with the SEC on January 25, 2010.
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The Company also filed a Form 10-K/A to amend its Form 10-K for the year ended September 26, 2009 solely to reflect the retrospective adoption of the new accounting standards to the periods presented in that report.
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Additionally included in this Form 8-K are selected quarterly financial schedules reflecting the impact of retrospective adoption of the new accounting standards and reconciling the application of old and new accounting principles to historical income statements, balance sheets, cash flow from operations, deferred reve...
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These financial schedules are attached hereto as Exhibit 99.3 and will also be available on the Company’s website at www.apple.com/investor.
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The new accounting principles result in the Company’s recognition of substantially all of the revenue and product cost for iPhone and Apple TV when those products are delivered to customers.
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Under historical accounting principles, the Company was required to account for sales of both iPhone and Apple TV using subscription accounting because the Company indicated it might from time-to-time provide future unspecified software upgrades and features for those products free of charge.
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Under subscription accounting, revenue and associated product cost of sales for iPhone and Apple TV were deferred at the time of sale and recognized on a straight-line basis over each product’s estimated economic life.
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This resulted in the deferral of significant amounts of revenue and cost of sales related to iPhone and Apple TV.
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Because Apple began selling both iPhone and Apple TV in fiscal 2007, the Company retrospectively adopted the new accounting principles as if the new accounting principles had been applied in all prior periods.
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Consequently, the financial results of each quarter from fiscal 2007 through fiscal 2009 have been revised.
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The Company believes retrospective adoption provides analysts and investors the most comparable and useful financial information and better reflects the underlying performance of the Company’s business.
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For additional information refer to the “Explanatory Note” in Apple’s Amendment No.
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1 to its Annual Report on Form 10-K for the year ended September 26, 2009.
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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 ...
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Item 9.01 Financial Statements and Exhibits.
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(d) Exhibits.
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The following exhibits are furnished herewith: Exhibit Number Description 99.1 Text of press release issued by Apple Inc. dated January 25, 2010.
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99.2 Data sheet issued by Apple Inc. dated January 25, 2010.
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99.3 Selected quarterly financial schedules issued by Apple Inc. dated January 25, 2010.
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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: January 25, 2010 By: /s/ Peter Oppenheimer Peter Oppenheimer Senior Vice President, Chief Financial Officer EXHIBIT INDEX Exhibit Number Description 99.1 Text of press release issued by Apple Inc. dated January 25, 2010.
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99.2 Data sheet issued by Apple Inc. dated January 25, 2010.
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99.3 Selected quarterly financial schedules issued by Apple Inc. dated January 25, 2010.
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8-K d294699d8k.htm 8-K 8-K false 0000320193 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 March 4, 2022 Date of Report (Date of earliest event reported) Apple Inc. (Exact name of Registrant as specif...
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Employer Identification No.)
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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.)
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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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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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☐ Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers The Board of Directors (the “Board”) of Apple Inc. (the “Company” or “Apple”) previously adopted, subject to shareholder approval, the Apple Inc. 2022 Employee St...
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Apple’s shareholders approved the 2022 Plan at the Company’s Annual Meeting of Shareholders held on March 4, 2022 (the “Annual Meeting”).
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Apple’s grant authority under the Apple Inc. 2014 Employee Stock Plan (the “2014 Plan”) will terminate after the 2022 Plan is registered on Form S-8.
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