Four proposals up for vote at March Apple shareholders' meeting

[AppleInsider]

Beneficial owners of Apple stock will be asked to cast vote on four proposals at the company's upcoming shareholders' meeting, including two policy-driven propositions submitted by individual investors -- both of which have been strongly opposed by the company's leadership.

The annual meeting is slated to take place on Tuesday, March*4, 2008 at 10:00*a.m. local time, at the Apple's principal executive offices located at 1 Infinite Loop, Building 4, Cupertino, California 95014. Only those shareholders of record as of the close of business on January*15, 2008 are entitled participate, of which there were 31,035 holding a combined 878,795,201 shares.

As part of standard procedure, shareholders will vote on whether or not to re-elect the company's seven directors -- Steve Jobs, William Campbell, Millard Drexler, Albert Gore,* Arthur Levinson, Eric Schmidt, and Jerome York -- for an additional one-year term, in addition to formally electing Avon chief Andrea Jung, who was recently appointed by the Board to fill a vacancy as its eighth member.

Also as part of standard procedure, stock holders will be asked to ratify the appointment of KPMG LLP, Apple's independent registered public accounting firm since 1997, for fiscal year 2008.

Proposals No. 3 and No. 4 were both submitted by investors, and both opposed by the company's leadership. The first requests that shareholders be given the opportunity at each annual meeting to vote in an advisory roll on the compensation of the company's executive officers.

"We believe that existing U.S. corporate governance arrangements, including SEC rules*and stock exchange listing standards, do not provide shareholders with enough mechanisms for providing input to boards on senior executive compensation," representatives for Washington D.C.-based AFL-CIO Reserve Fund, which owns approximately 500 shares, wrote in their proposal.

"In contrast to U.S. practices," the shareholders added, "in the United Kingdom, public companies allow shareholders to cast an advisory vote on the “directors’ remuneration report,” which discloses executive compensation. Such a vote is not binding but gives shareholders a clear voice that could help shape senior executive compensation."

The AFL-CIO Reserve Fund argues that results of such a vote would provide Apple's leadership with useful information about whether shareholders view the company’s senior executive compensation practices, as reported each year, to be in shareholders’ best interests.

For its part, Apple's Board of Directors is recommending that shareholders vote against the proposal, insisting that its existing Compensation Committee, consisting entirely of independent directors, is best responsible "for maintaining an executive compensation program designed to attract, motivate and retain the most highly talented and experienced leadership for the company."

The second shareholder-submitted proposal seeks the establishment of a Board Committee on Sustainability, which would "strive to enhance shareholder value by responding to changing conditions and knowledge of the natural environment, including but not limited to, natural resource limitations, energy use, waste disposal, and climate change."

Again, Apple's Board has opposed the motion, asking that shareholders as a whole vote the proposal down. While the Board "appreciates the importance of environmental sustainability and recognizes the company’s responsibility to minimize the environmental impact of the company’s operations and products," it "does not believe a dedicated board committee is an effective way for the company’s practices and goals to continually evolve and improve in response to changing conditions."

Instead, the Board argues that "the establishment and operation of an additional and redundant committee would distract the Board from its other responsibilities to the company and its shareholders while adding little value to the company’s existing commitment to environmental sustainability."

Apple's annual shareholder meeting also offers a forum for investors to probe executives during a question an answer session. Last year, Jobs responded to questions on his firm's then fledgeling mobile strategy, third-party iPhone applications, .Mac and more.

[ View this article at AppleInsider.com ]

[badtux]

The executive compensation one is being pushed all over the place, in response to companies that are losing money yet giving their executive staff tens of millions of dollars in bonuses. Obviously this doesn't apply to Apple, which is why it seems so silly in Apple's case, but I don't see why Apple would oppose it unless they're planning to give some outrageous bonuses to executives in the future and don't want the bad publicity of a non-binding advisory vote criticizing it.

The sustainability committee, on the other hand, is just silly. Directors aren't managers, and this is a thing a board should direct managers to set up in the company, not something that a board should themselves do.

[Mr Underhill]

As part of standard procedure, shareholders will vote on whether or not to re-elect the company's seven directors .... for an additional one-year term

Now if only we could do that with the Government

[hdasmith]

Originally Posted by Mr Underhill

Now if only we could do that with the Government

There was a petition on #10 website asking the PM to allow us to call for elections on certain things, including one that would allow us to officially vote Brown in (or not as the case may be). Of course Brown shunned it.

[vinea]

Originally Posted by badtux

The executive compensation one is being pushed all over the place, in response to companies that are losing money yet giving their executive staff tens of millions of dollars in bonuses. Obviously this doesn't apply to Apple, which is why it seems so silly in Apple's case, but I don't see why Apple would oppose it unless they're planning to give some outrageous bonuses to executives in the future and don't want the bad publicity of a non-binding advisory vote criticizing it.

I'm guessing that its the AFL-CIO pushing it doesn't help matters. Somehow I don't think they're going to be very management friendly.

Also, Apple had a great year but some shareholders just saw a massive loss if they bought in late. They might be inclined to punish the execs who might then leave because...what the heck...the company had a great year.

[ifiredmyboss.com]

If shareholders don't like how executives are comped they can vote with their stock and sell it.
I'd be more concerned with places like United Health Group giving BILLIONS in options or companies that don't make money and still give exec's "performance" bonuses.

[kenaustus]

There has been some insanity in terms of executive compensation in this country and a lot of people are tired of it.

The $1 annual pay for Steve Jobs doesn't really fit that situation - significantly reducing the labor argument. Some Apple execs will be paid very good money - I doubt if Jonathan Ive is on food stamps - and most reasonable (or rather knowledgeable) shareholders will be happy to pay the going price to keep these folks around.

[quinney]

Originally Posted by badtux

The executive compensation one is being pushed all over the place, in response to companies that are losing money yet giving their executive staff tens of millions of dollars in bonuses. Obviously this doesn't apply to Apple, which is why it seems so silly in Apple's case, but I don't see why Apple would oppose it unless they're planning to give some outrageous bonuses to executives in the future and don't want the bad publicity of a non-binding advisory vote criticizing it.

You could be right, but I have seen thousands of investor proposed issues from
hundreds of corporations over the years, and never have I seen the board of
directors support one. I think they oppose them as a reflex action. To support
one would imply that the board failed to think of a good idea first.

[iCarbon]

Call me crazy, but should a stock holder who only has 500 shares really be dictating this kind of thing? heck, I have 255 -- does this allow me to add proposals? because I'd like to force Apple to add a firewire 800 port to the macbook air....

[monstrosity]

I have only skipped through this article so forgive me if I have the wrong end of the stick but... Let the people who's job it is to run the ship, run the ship. Not general shareholders!
With all due respect to mankind, 99.9% of humans are either too dumb OR not correctly educated to have a say in the management of a company IMO.

Especially in a company as secretive as Apple, without ALL facts available your average Joe's opinion is useless.

Also, god help Apple if any of the shareholders from the following forum have any sway in policy...
http://messages.finance.yahoo.com/mb/AAPL

[pmjoe]

There's nothing wrong with either one of the shareholder proposals. The exec compensation one is non-binding, so it's merely a threat of a vote of non-confidence should executive compensation get out of hand.

The Board Committee on Sustainability idea is an interesting one, and I find their argument that, "the establishment and operation of an additional and redundant committee would distract the Board from its other responsibilities to the company and its shareholders while adding little value to the company’s existing commitment to environmental sustainability" to be a straw man argument. If they want to argue this, they should explain the company’s existing commitment to environmental sustainability. We see it in aspects of products here and there, but it is unclear if there is an overarching commitment behind this. If there is not an overarching approach, but merely managers making a few low-cost decisions on a product by product basis, it may be one where Apple can't see the forest for the trees and some committee with a broader mandate may be in order.

[anantksundaram]

Originally Posted by iCarbon

Call me crazy, but should a stock holder who only has 500 shares really be dictating this kind of thing? heck, I have 255 -- does this allow me to add proposals? because I'd like to force Apple to add a firewire 800 port to the macbook air....

LOL. Best post of the day.


Btw, your 255 entitles you to a lot of rights.

[echosonic]

Originally Posted by anantksundaram

LOL. Best post of the day.


Btw, your 255 entitles you to a lot of rights.

I have 247, and I want voice recording on the damned phone.

[echosonic]

Originally Posted by pmjoe

There's nothing wrong with either one of the shareholder proposals. The exec compensation one is non-binding, so it's merely a threat of a vote of non-confidence should executive compensation get out of hand.

The Board Committee on Sustainability idea is an interesting one, and I find their argument that, "the establishment and operation of an additional and redundant committee would distract the Board from its other responsibilities to the company and its shareholders while adding little value to the company’s existing commitment to environmental sustainability" to be a straw man argument. If they want to argue this, they should explain the company’s existing commitment to environmental sustainability. We see it in aspects of products here and there, but it is unclear if there is an overarching commitment behind this. If there is not an overarching approach, but merely managers making a few low-cost decisions on a product by product basis, it may be one where Apple can't see the forest for the trees and some committee with a broader mandate may be in order.

Call me crazy, but I wouldn't mind seeing some outrageous copmpensation for Jobs, providing he agrees to be bound to a MINIMUM term of employment....say....10-15 years....

[freelander51]

18 bln $ in cash, sitting in the bank, do deserve to be shared with the owners of the company (aka shareholders). At least to some extend ?

OK leave a few bln for a rainy day - but 'normally a company gives back the winnings, minus some savings for the rainy day, to the owners/shareholders. Apple any different ?

[Johnny Mozzarella]

Originally Posted by echosonic

I have 247, and I want voice recording on the damned phone.

I have only 62 shares but I wholly support your proposal!

Originally Posted by AppleInsider

Only those shareholders of record as of the close of business on January 15, 2008 are entitled participate, of which there were 31,035 holding a combined 878,795,201 shares.

Does anyone else find it hard to believe that there are only a little over 30,000 people that own Apple stock? Apple probably has at least 10,000 employees most of whom I would guess own stock. It would also mean that the average shareholder has about 28,000 shares, which at the current price is about $3,700,000.

[lkrupp]

What? No shareholder proposal to can Jobs for poor performance?

[mh71]

Originally Posted by pmjoe

There's nothing wrong with either one of the shareholder proposals. The exec compensation one is non-binding, so it's merely a threat of a vote of non-confidence should executive compensation get out of hand.

The Board Committee on Sustainability idea is an interesting one, and I find their argument that, "the establishment and operation of an additional and redundant committee would distract the Board from its other responsibilities to the company and its shareholders while adding little value to the company’s existing commitment to environmental sustainability" to be a straw man argument. If they want to argue this, they should explain the company’s existing commitment to environmental sustainability. We see it in aspects of products here and there, but it is unclear if there is an overarching commitment behind this. If there is not an overarching approach, but merely managers making a few low-cost decisions on a product by product basis, it may be one where Apple can't see the forest for the trees and some committee with a broader mandate may be in order.

1. If the shareholders don't like the compensation packages handed out by the board, their recourse is and always has been to vote "no" on the reappointment vote. So yes, it is a little useless.

2. I think the big problem is that the board is not in the business of approving individual design decisions. Jobs has outlined a set of environmental goals for the products they sell. Presumably a system for accomplishing them is in place as well.

The other problem is that aapl is in the mac and gizmo business, not the environmental business. The enviromental beat should be enhancing the mac and gizmo business, not a headliner.

[mh71]

Originally Posted by freelander51

18 bln $ in cash, sitting in the bank, do deserve to be shared with the owners of the company (aka shareholders). At least to some extend ?

OK leave a few bln for a rainy day - but 'normally a company gives back the winnings, minus some savings for the rainy day, to the owners/shareholders. Apple any different ?

The tech industry is notorius for not paying dividends. The cash reserves is a factor in the stock price of the company. So in a manner of speaking, the love is shared with the shareholders, just when they are cashing in though.

[mh71]

Originally Posted by Johnny Mozzarella

Does anyone else find it hard to believe that there are only a little over 30,000 people that own Apple stock? Apple probably has at least 10,000 employees most of whom I would guess own stock. It would also mean that the average shareholder has about 28,000 shares, which at the current price is about $3,700,000.

So, an institutional investor(such as a mutual fund or pension) is only considered one shareholder, despite the fact the the fund or pension could have hundreds of thousands of shareholders or beneficiaries.

My bet is that if you invest in a 401k right now, you probably have a piece of aapl somewhere.

[mdriftmeyer]

Originally Posted by freelander51

18 bln $ in cash, sitting in the bank, do deserve to be shared with the owners of the company (aka shareholders). At least to some extend ?

OK leave a few bln for a rainy day - but 'normally a company gives back the winnings, minus some savings for the rainy day, to the owners/shareholders. Apple any different ?

It is being shared with the shareholders. It includes keeping the doors open, hiring top talent and incorporating other technologies from bought companies when it makes sense.

The cost to keep Apple running and expanding is quite large. If they didn't continue to produce massive quarters you'd see that $18 billion being dipped into and soon it would drop several billion.

[markspain]

Originally Posted by iCarbon

Call me crazy, but should a stock holder who only has 500 shares really be dictating this kind of thing? heck, I have 255 -- does this allow me to add proposals? because I'd like to force Apple to add a firewire 800 port to the macbook air....

Well, I have only 10 shares, but what I lack in shares I make up for in the tears I'm shedding over Leopard's denying the user the ability to drop the hard drive icon into the dock and then navigate to any file on the hard drive via submenus. Leopard has nice features, but it seems we've been taken back to the dark ages. Or am I missing something? Anyone know of a workaround?

[Abster2core]

Originally Posted by markspain

Well, I have only 10 shares, but what I lack in shares I make up for in the tears I'm shedding over Leopard's denying the user the ability to drop the hard drive icon into the dock and then navigate to any file on the hard drive via submenus. Leopard has nice features, but it seems we've been taken back to the dark ages. Or am I missing something? Anyone know of a workaround?

You can put an alias of the hard drive in the dock and navigate from there. However, I don't quite understand what you are attempting to do.

For me there was nothing faster than a Quickey, or such, to open a particular item. However, with the introduction of Leopard, Spotlight has just about eliminated much of my (35) personal key commands and has become my primary navigator, literally finding and opening applications and files virtually on the fly. For example, a command-spacebar-s and then 'enter' opens Safari, command-spacebar-p for Preview or adding an "a" opens Pages as fast as I can type, without lifting my fingers from the keyboard and easier than trying to remember the various keyboard commands

I use about 15 programs continuously throughout the day; and everyone of them are instantaneously opened via Spotlight. Same for approximately a dozen or so projects that I am working on.

Suggest that you get a copy of Macworld's, "Total Leopard" and read the section, "FIND FILES FAST WITH SPOTLIGHT. Some great 'workarounds', even for the most advanced user.


http://www.macworld.com/article/1318...l_leopard.html

[Frank777]

Why is that Intuit guy still on the board?
Exactly how badly do you have to treat Mac users before you get kicked off the Apple board?