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YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
accounting firm at any time during the year if the Audit Committee determines that such a change would be in the best interest of the Company and its shareholders. Representatives of
Ernst & Young L... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
)
462,800
378,800
Tax Fees(3)
495,600
225,300
All Other Fees
Total
9,375,600
7,684,600
(1)
Audit fees relate to professional services rendered in connection with the audit of the Company’s... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
consulting and planning services.
Policy on Audit Committee Pre-Approval of Audit and Non-Audit Services Performed by the Independent Registered Public
Accounting Firm
Apple Inc. maintains an audi... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
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 ... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Company believes it is appropriate to seek and take into account the views of shareholders on the design and effectiveness of the Company’s executive compensation program.
Apple Inc.’s goal for its... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
to the 2013 annual meeting and continuing throughout the year, the Company engaged in outreach discussions with many of its largest shareholders. Ms. Jung, as Chair of the Compensation Committee, pa... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
$123 million of the original grant date fair value of the award at risk based on the Company’s performance (as explained in
more detail in the Compensation Discussion and Analysis). Apple Inc.’s man... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
committed to including performance criteria in a portion of the equity awards it grants to executive officers in the future.
The base salaries for each named executive officer other than Mr. Cook w... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
set by the Compensation Committee for 2013. Accordingly, each executive officer received the maximum payout of 200% of base salary under the
performance-based bonus plan.
Despite the salary increas... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
In accordance with the requirements of Section 14A of the Exchange Act and the related rules of the SEC, the Board will request the
shareholders vote to approve the following resolution at the Annual... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Company, the Board or the
Compensation Committee. However, the Compensation Committee and the Board value the opinions expressed by shareholders in their vote on this proposal and will consider the ... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Recommendation of the Board
The Board recommends a vote FOR Proposal No. 6.
46
PROPOSAL NO. 7
Approval of Apple Inc. 2014 Employee Stock Plan
At the Annual Meeting,
shareholders will be asked to... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
award grants under the 2003 Plan.
If shareholders approve the 2014 Plan, no new awards will be granted under the 2003 Plan after the Annual Meeting. The number of shares
that will initially be made... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
under the 2014 Plan. Shares issued in connection with awards that are granted by or become obligations of the Company through the assumption or substitution
of awards in connection with an acquisiti... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
distribution capabilities by opening more than 400 of its own retail stores and substantially increasing third-party resale locations. Apple Inc.’s
successful execution of its strategies has led to ... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
of approximately 237%. This compares to an increase of 53% in the S&P 500 index over the same period.
The Board believes the Company’s success is due to its highly talented employees and that futur... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
concerns regarding the
potential dilutive effect of equity awards and the ability to attract, retain and reward employees whose contributions are critical to the Company’s long-term success. The 200... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
for new award grants under the 2003 Plan and assuming usual levels of shares becoming available for new awards as a result of forfeitures of outstanding awards, will provide the Company with flexibi... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
critical to the Company’s future success, (2) individuals whose personal performance makes them highly valuable to the Company, and (3) essential new hires. As a result, equity
awards are generally ... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
stock that was expected to be executed over a three-year period beginning in 2013. The repurchase program was subsequently significantly increased to $60 billion. Through the end of 2013, the Compan... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Company’s common stock issuable upon exercise or payment, as the case may be, of the
equity-based awards granted by the Company in that fiscal year divided by the Company’s weighted average total nu... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
% number was set higher than
the Company’s unadjusted burn rate for any of the Company’s past three fiscal years to provide some flexibility for the Company and recognize that additional share repurc... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
market, which is
essential to the Company’s long-term growth and success. The Board believes that the proposed 2014 Plan share limit reflects an appropriate balance between providing the Company wit... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
website at www.sec.gov and any shareholder who desires to obtain a copy of the 2014 Plan may do so by written request to the Company’s Secretary at 1
Infinite Loop, MS: 301-4GC, Cupertino, Californi... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
and outstanding as of the date of the Annual Meeting which expire, or for
any reason are cancelled or terminated, after that date without being exercised, plus
the number of any shares subject to r... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
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 avai... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
3 Plan as of November 11, 2013).
2:1 Premium Share Counting
Rule. Shares issued with respect to awards granted under the 2014 Plan other than stock options or stock appreciation rights are counted a... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
a form other than shares, the shares that would have been delivered had there been no such cash or
other settlement will not be counted against the shares available for issuance under the 2014 Plan.... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
awards that expire or for any reason are cancelled or terminated, are forfeited, fail to
vest, or for any other reason are not paid or delivered under the 2014 Plan will again be available for subse... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
200 shares that were originally counted against the 2014 Plan’s share limit would again be available for
subsequent awards under the 2014 Plan.
Shares that are exchanged by a participant or withhel... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
, the award
would count as 200 shares against the 2014 Plan’s share limit after giving effect to the 2:1 premium share counting rule. If the Company delivers 60 shares to the participant and withhold... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
available for subsequent awards under the 2014 Plan.
Apple Inc. may not increase the applicable share limits of the 2014 Plan by repurchasing shares of the Company’s common stock on the market (by
... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
2003 Plan currently limits the number of options and stock appreciation rights that
may be granted to any individual during a fiscal year to 15,000,000 shares, and it limits the number of stock grant... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
in order to provide flexibility.
Administration
The Compensation Committee will administer the 2014 Plan
with respect to persons who are subject to Section 16 of the Exchange Act and awards intend... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
or stock grants, and such awards shall provide that the stock appreciation rights will not be exercisable unless the related stock
options or stock grants are forfeited.
Employees (including execut... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Plan to senior-level individual contributors and management. Apple Inc. currently does not make equity awards to consultants.
Stock Options
The plan administrator may grant nonstatutory stock opti... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
the total outstanding shares of the Company, its parent or any of its subsidiaries). Consistent with
applicable laws, regulations and rules, payment of the exercise price of stock options may be mad... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
stock grants. The plan administrator may award stock grants with time-based
vesting or vesting upon satisfaction of performance goals and/or other conditions. When the stock grant award conditions a... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
vesting upon satisfaction of performance goals and/or other conditions. The plan administrator may provide
for dividend equivalents on restricted stock units awarded under the 2014 Plan based on the... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
grant.
51
Stock Appreciation Rights
The plan administrator may grant stock appreciation rights under the 2014 Plan. The vesting schedule and number of shares covered by each stock appreciation ri... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
of a share on the date of exercise and (ii) the exercise price times (b) the number of shares with respect to which the stock appreciation right is
exercised. Stock appreciation rights may be paid i... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Code Section 162(m) for awards intended to qualify as “performance-based compensation” thereunder. Performance-based awards that are payable in cash may also
be granted under the 2014 Plan, provided... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
one or more objective measurable performance goals as determined by the plan administrator based
upon one or more factors, including: (i) operating income; (ii) earnings before interest, taxes, depr... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
or debt-to-equity; (xvi) accounts receivable; (xvii) writeoffs; (xviii) cash; (xix) assets; (xx) liquidity; (xxi) operations; (xxii) intellectual property (e.g.,
patents); (xxiii) product developmen... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
the passage of time and/or against other companies or financial metrics), (c) on a per share and/or share per capita basis,
(d) against the performance of the Company as a whole or against particula... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
by shareholders) will the plan administrator (1) amend an outstanding stock
option or stock appreciation right to reduce the exercise price or base price of the award, (2) cancel, exchange, or surre... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
and are generally exercisable, during the
recipient’s lifetime, only by the recipient. Any amounts payable or shares issuable pursuant to an award generally will be paid only to the recipient or the... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
awards then-outstanding under the 2014 Plan will terminate or be terminated in such circumstances, unless the plan
administrator provides for the assumption, substitution or other continuation of th... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
may amend the 2014 Plan at any time and for any reason, provided that any such amendment will be subject to shareholder approval
to the extent required by applicable laws, regulations or rules. The ... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
clawback
of incentive compensation, such as provisions imposed pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act; the terms of any Company recoupment, clawback or similar pol... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
. The summary expressly does not discuss the income tax laws of any state, municipality, or non-U.S. taxing jurisdiction, or the gift, estate, excise (including the rules applicable to deferred compe... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
stock appreciation rights, the participant will recognize
ordinary income upon exercise in an amount equal to the difference between the fair market value of the shares and the exercise price on the... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
). If the shares are not held for the legally-required period, the participant
will recognize ordinary income equal to the lesser of (i) the difference between the fair market value of the shares on ... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
to receive any taxable income at the time
an award of restricted stock units is granted. When vested restricted stock units (and dividend equivalents, if any) are settled and distributed, the partic... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
executive officer and to certain of the Company’s
other executive officers. The general rule is that annual compensation paid to any of these specified executives will be deductible only to the exte... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
number of shares subject to awards that may be granted in the future to executive officers and employees (including employee directors) under the 2014 Plan because the Company’s equity award grants ... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
the Company’s equity awards and the 2014 Plan.
The following table shows the total number of shares
of the Company’s common stock that were subject to outstanding restricted stock unit awards grant... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Shares available for new award grants
28,326
16,608
In this 2014 Plan proposal, the number of shares of the Company’s common stock subject to restricted
stock unit awards granted during any partic... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
17.421 million shares,
13.326 million shares were then subject to outstanding restricted stock unit awards and 4.095 million shares were then subject to outstanding stock options. These numbers excl... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
then subject to outstanding restricted stock unit awards and 3.608 million
shares were then subject to outstanding stock options.
The weighted-average number of shares of the Company’s common
stock... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
the Company’s common stock as of November 11, 2013 was $519.048 per share.
The total number of shares of the
Company’s common stock subject to awards that the Company granted under the 2003 Plan ov... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Company’s common stock issued and outstanding
in 2012), all of which were subject to restricted stock unit awards;
55
5.635 million shares in 2013 (which was 0.63% of the weighted-average number o... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
.994 million shares were subject to restricted stock unit awards.
As previously noted, the Compensation Committee anticipates that the 55 million additional shares requested for the 2014 Plan
(toget... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
subject to the Company’s award grants in any one year or from year-to-year may change based on
any number of variables, including, without limitation, the value of the Company’s common stock (since ... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
need to attract, retain and incentivize key talent, the type of awards the Company grants, and how the Company chooses to balance total compensation between cash and equity-based awards.
56
Aggreg... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
vested restricted stock and restricted stock unit holdings as
of that date.
STOCK OPTIONS
RESTRICTED STOCK/UNITS
Name and Position
Number ofSharesSubject toPast OptionGrants
Number ofSharesAcqui... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
877
965,000
Peter Oppenheimer Senior Vice President, Chief Financial Officer
1,366,672
1,366,672
1,100,000
925,000
175,000
Eduardo Cue Senior Vice President, Internet Software and Services
4... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
5,885,589
6,042,443
3,931,389
2,103,931
Non-Executive Director Group:
Each other person who has received 5% or more of the options, warrants or rights under the 2003 Plan
All employees, inclu... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Vote Required
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 s... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
and Northstar Asset Management Inc., PO Box 301840, Boston, MA 02130, which has indicated it is a beneficial owner of at least $2,000 in market
value of the Company’s common stock, intend to submit ... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
in host communities.
The Board of Directors is authorized, by resolution, in its discretion and consistent with these By-Laws, the Articles of
Incorporation and applicable law to: (1) select the me... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
power of the Board of Directors to manage the business and affairs of the
Company. The Board Committee on Human Rights shall not incur any costs to the Company except as authorized by the Board of D... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
. The proposed by-law
would establish the vehicle of a Board Committee, but would leave the process of appointment and implementation of the Committee to the full Board of Directors.”
Apple Inc.’s S... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Apple Inc.’s Supplier Code of Conduct, the results of its auditing efforts, a list of
the Company’s leading suppliers, and additional information on the Company’s Supplier Responsibility program ar... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
. Apple Inc. has established a training program for new employees at the Company’s suppliers to inform them of their individual rights, local laws and the Company’s Supplier Code of Conduct.
Millions... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
, and does not tolerate
harassment or discrimination. To support the Company’s culture of inclusion, all employees are expected to respect the diverse ideas, experiences and backgrounds of all with w... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
while adding little
value to the Company’s existing commitment to human rights and social responsibility. Apple Inc.’s existing governance framework has produced a strong commitment to human rights ... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
501 Capital Court N.E., Suite 200, Washington, DC
20002, which has indicated it is a beneficial owner of at least $2,000 in market value of the Company’s common stock, intends to submit the following... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
sustainability practices, encourages members to engage in sustainability practices or requires members to undertake sustainability actions.
2.
Payments made by Apple to trade associations or organ... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
or other relevant oversight committees of the board and posted on Apple’s website.
For purposes
of this proposal, “sustainability” refers to practices relating to the conservation of energy or phys... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
companies or agents, or any payments made solely for advertising purposes.
Supporting statement:
Some trade associations and business organizations have expanded beyond the promotion of traditiona... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
reviewing its participation and membership in associations and initiatives, and believes the reporting that would be required by this proposal is not necessary to protect shareholder value.
Partici... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Apple Inc. may pay membership or other fees to trade organizations from time to time. But the Company’s
existing Political Contributions and Expenditures Policy does not permit trade association fees... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
and
strategic interests.
Apple Inc. also obtains ratings for its products and joins product registries when it determines these
actions are in the Company’s best interests. Apple Inc. constantly re... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
or
represented by proxy and voting at the Annual Meeting and (ii) a majority of the shares required to constitute the quorum.
Recommendation of the Board
The Board recommends a vote AGAINST Propos... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
cahn Partners Master Fund II LP, Icahn Partners Master Fund
III LP, and other beneficial owners, including Mr. Carl Icahn:
“RESOLVED, that the shareholders hereby approve, on
an advisory basis, High... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
review.
Apple Inc.’s success stems from the Company’s unique ability to combine world-class skills in hardware,
software and services to deliver innovative products that create new markets and deli... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
executing against these large opportunities also requires careful stewardship by the Board and management
team, and the Company’s evaluation of capital return is conducted in the context of supporti... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
the largest share repurchase authorization in history. Apple Inc. has executed aggressively against the
capital return program, spending $23 billion of the $60 billion share repurchase authorization... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
ing cash to shareholders. The Board and management team believe that capital should be returned to shareholders on an efficient and sustained basis, and that the evaluation of capital return should b... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
and to announce any changes to the current program by March or April of 2014.
The Board believes that the
Company’s management team and Board are in the best position to determine what is in the be... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
McRitchie, 9295 Yorkship Court, Elk Grove, CA 95758, who has indicated he is a beneficial owner
of at least $2,000 in market value of the Company’s common stock, intends to submit the following prop... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
of legal issues: possible worker rights violations at suppliers, anti-competitive practices, consumer
class-action lawsuits, anti-trust probes, and consumer privacy concerns. Yet, Apple lacks a boar... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
, nominees of:
a. Any party of one or more shareowners that has collectively held, continuously for two years, at least one percent but less than five
percent of the Company’s securities eligible to... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
the Company may not be members of any such nominating party of shareowners.
3. Parties nominating under 1(a) may collectively, and parties nominating under 1(b) may collectively, make nominations n... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
that, at some point within the preceding 60 days, was worth at least $2,000.
5. Nominees may include in the proxy statement a 500 word supporting statement.
6. Each proxy statement or special meet... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
shareholders. In identifying nominees, the
Committee considers, among other things, a candidate’s independence, character, ability to exercise sound judgment, diversity, age, demonstrated leadership... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
of the
Board and the Nominating Committee have a fiduciary duty to act in the best interests of the Company and its shareholders. The Board is also accountable to the Company’s shareholders through ... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
Committee already considers
candidates proposed by shareholders and evaluates them using the same criteria as for other candidates.
With respect to the
proponent’s specific proposal, the Board beli... |
YOU are a financial analyst. You are reading a report of a company.
The report is about the company's financial status.
,000 of the Company’s shares for one year continuously.
These low thresholds do not demonstrate a significant and sustained long-term commitment to the Company sufficient to justify
the costs and di... |
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