Apple's annual shareholders meeting slated for Feb. 27
Apple filed with Apple notified the U.S. Securities and Exchange Commission that it will be holding its annual shareholder meeting at 9 a.m. Pacific on Feb. 27 to discuss proposals from the company's board of directors.
According to the SEC filing, the meeting will be held at Apple's 1 Infinite Loop campus in Cupertino, Calif., where stock holders of record as of Jan. 2, 2013 can attend and vote for the various proposed measures.
In a letter addressed to shareholders, Apple Senior Vice President and General Counsel Bruce Sewell offered a brief summary of the proposals up for vote, including the election of Apple's board of directors, ratification of Ernst & Young as its independent accounting firm, an advisory vote for executive compensation and two shareholder proposals.
One important measure up for vote is an amendment to the company's articles of incorporation that will eliminate language from the document to facilitate the adoption of majority voting for directors. The move is connected to an announcement at the 2012 annual meeting in which Apple informed shareholders that it would be implementing majority voting in its Articles and bylaws.
In the same measure, the board is looking to eliminate so-called "blank check" preferred stock. Apple has not issued such shares since 1997 and the board does not intend to do so in the future. If the amendment is passed, any future preferred stock would have to be approved by shareholders before being issued.
Finally, the proposed amendment would establish a "par value" of $0.0001 per share for Apple common stock. While the company does not currently have a par value, it believes that establishing one will reduce corporate expenses.
The board recommends that all four proposals be passed.
executives to retain a "significant percentage" of company shares acquired through equity pay programs until reaching normal retirement age. According to the proposal, requiring executives to hold significant stock would motivate higher performance and ensure future success.
McRitchie points to CEO Tim Cook's "mega-grant" of one million restricted stock units that held a grant date value of over $376 million at the time. Half of the shares vest in five years while the remainder will vest in ten years. The concern is that the large awards have no performance requirements for vesting.
The board disagrees with proposal and said the current pay structure and practices are "firmly aligned with shareholders? interests and encourage executives to focus on the Company?s long-term performance."
The second shareholder proposal comes from John Harrington and is entitled "Board Committee on Human Rights. If voted through, the measure would establish a Board Committee on Human Rights that would "review the implications of company policies, above and beyond matters of legal compliance, for the human rights of individuals in the US and worldwide, including assessing the impacts of company operations and supply chains on resources and public welfare in host communities." The proposal targets widespread reports of alleged labor abuse from Apple's Chinese
manufacturing partner Foxconn.
The board opposes the proposal, saying Apple is already committed to the highest standards of social responsibility and human rights. As an example, the company points to its Supplier Code of Conduct and membership in the Fair Labor Association, which performs routine independent inspections of final assembly suppliers.
According to the SEC filing, the meeting will be held at Apple's 1 Infinite Loop campus in Cupertino, Calif., where stock holders of record as of Jan. 2, 2013 can attend and vote for the various proposed measures.
In a letter addressed to shareholders, Apple Senior Vice President and General Counsel Bruce Sewell offered a brief summary of the proposals up for vote, including the election of Apple's board of directors, ratification of Ernst & Young as its independent accounting firm, an advisory vote for executive compensation and two shareholder proposals.
One important measure up for vote is an amendment to the company's articles of incorporation that will eliminate language from the document to facilitate the adoption of majority voting for directors. The move is connected to an announcement at the 2012 annual meeting in which Apple informed shareholders that it would be implementing majority voting in its Articles and bylaws.
In the same measure, the board is looking to eliminate so-called "blank check" preferred stock. Apple has not issued such shares since 1997 and the board does not intend to do so in the future. If the amendment is passed, any future preferred stock would have to be approved by shareholders before being issued.
Finally, the proposed amendment would establish a "par value" of $0.0001 per share for Apple common stock. While the company does not currently have a par value, it believes that establishing one will reduce corporate expenses.
The board recommends that all four proposals be passed.
Shareholder Proposals
The first shareholder proposal, titled "Executives to Retain Significant Stock," comes from James McRitchie and asks the Compensation Committee to adopt a policy that requires seniorexecutives to retain a "significant percentage" of company shares acquired through equity pay programs until reaching normal retirement age. According to the proposal, requiring executives to hold significant stock would motivate higher performance and ensure future success.
McRitchie points to CEO Tim Cook's "mega-grant" of one million restricted stock units that held a grant date value of over $376 million at the time. Half of the shares vest in five years while the remainder will vest in ten years. The concern is that the large awards have no performance requirements for vesting.
The board disagrees with proposal and said the current pay structure and practices are "firmly aligned with shareholders? interests and encourage executives to focus on the Company?s long-term performance."
The second shareholder proposal comes from John Harrington and is entitled "Board Committee on Human Rights. If voted through, the measure would establish a Board Committee on Human Rights that would "review the implications of company policies, above and beyond matters of legal compliance, for the human rights of individuals in the US and worldwide, including assessing the impacts of company operations and supply chains on resources and public welfare in host communities." The proposal targets widespread reports of alleged labor abuse from Apple's Chinese
manufacturing partner Foxconn.
The board opposes the proposal, saying Apple is already committed to the highest standards of social responsibility and human rights. As an example, the company points to its Supplier Code of Conduct and membership in the Fair Labor Association, which performs routine independent inspections of final assembly suppliers.
Comments
Go to yahoo and check the insider roster. This proposal to force them to retain long apple shares in signficant number must be voted FOR. Not against like executives want. Make sure they have the same skin in the game as you do.
Ever wonder why no special dividend in Q4 or why they never moved up the dividend from Q1 to avoid the tax hike? Ever wonder why apple management does not care about the stock price. Why they don't split the stock or do a real legitimate sized dividend? How about a buyback that does not only offset option grants? Well this is why. They don't have any shares. Why should they care?
I'm long Apple stock and pretty annoyed I missed this but when I got the proxyvote it opened my eyes up to the fact these guys are not playing alongside shareholders. Just go look at their current long share positions (or complete lacktherof) and you will see with your own eyes
no proposal for divvy increase. no exec skin in the game. no action whatsoever to protect investors. how did these clowns manage to sit a top a once proud and respectable company? might as well write a big FU on the ticket to shareholders aka the suckers who buy their garbage paper and toys.
what a dog.
GL to mvigod and other poor shareholders who are going and try to make a difference, hopefully by then the stock isnt in the 300s
Quote:
Originally Posted by quinney
The question and answer section could become heated.
If the stock doesn't recover some lost ground, it may make for some angry stock holders.
My biggest complaint was the 2 year wait between the iPhone 4 and iPhone 5, which included a lackluster 4S in between.
The 4S was such a lame update, that it made you wonder what their hardware engineers were busy doing that year. Sadly, I think this gave Android a year to catch up.
Quote:
Originally Posted by mvigod
Shareholders please vote to ensure management has skin in the game. right now some executives have zero shares. some have just a few hundred. Even cook only has 13k. No board member or executive has any skin in the game. These guys should have a chunk of their net worth tied up in long apple stock. To have zero or close to it is shameful. The management and board basically sells all their options once they vest and blow out.
Go to yahoo and check the insider roster. This proposal to force them to retain long apple shares in signficant number must be voted FOR. Not against like executives want. Make sure they have the same skin in the game as you do.
Ever wonder why no special dividend in Q4 or why they never moved up the dividend from Q1 to avoid the tax hike? Ever wonder why apple management does not care about the stock price. Why they don't split the stock or do a real legitimate sized dividend? How about a buyback that does not only offset option grants? Well this is why. They don't have any shares. Why should they care?
I'm long Apple stock and pretty annoyed I missed this but when I got the proxyvote it opened my eyes up to the fact these guys are not playing alongside shareholders. Just go look at their current long share positions (or complete lacktherof) and you will see with your own eyes
Doesn't Tim Cook have a load of RSU? I would hardly call that nothing.
The special dividend is a lame short term bump for investors, and they can't increase the dividend due to cash sitting overseas.
I think Apple is trying to live upto very high standards, and is concentrating on great products. Which is not to say they haven't made mistakes, and they could stand to take more risks.
Personally, and even though more of my net worth is in Apple than any other asset, I am glad that Apple does NOT pander to Wall Street. All of these "financial engineering" efforts temporarily inflate the stock, push it up to overvalued levels, and do nothing for long term shareowners. Witness the bubbles of MSFT, CSCO, etc. Apple had an amazing run up, but I do not believe it is in a bubble.
Build great products, and Wall Street will eventually adjust.
Check out this conversation from 2008 (video in the link):
Quote:
http://blogs.barrons.com/techtraderdaily/2012/10/10/aapl-a-trip-down-memory-lane-with-steve-jobs-on-stock-prices/?mod=yahoobarrons
Jobs was asked about Apple’s stock price at the time, which was at $185 and change, down from a high of $199.83 in the preceding 12 months, after having passed through a low of $117.05. He replied that he more or less would let Wall Street figure things out:
Goldman: What about Wall Street and the strange and bizarre roller coaster ride this company has suffered over just the past year. At one point Wall Street’s darling, another point Wall Street’s whipping boy. Apple enjoying a kind of momentum now. But what does Steve Jobs have to say to his investors as well as those calling the shots on Wall Street?
Jobs: We’ve been having record quarter after record quarter, so we’re very pleased with how the company’s doing. And, uh, you know, Wall Street, I’ve never been able to figure out Wall Street. But someone once told me manage the top line, which is, your strategy, your talented people, and your execution, and the bottom line will take care of itself. And I’ve always found that to be the case. So, we’re turning in record quarter after record quarter, and Wall Street eventually comes out in the right place.
And with AAPL up around $20 today, suddenly all the massive terribly important questions disappear and the analyst trolls and haters run for cover. What a load of crap.
I'm happy with my 4s. Perhaps it wasn't meant for you. I bought Apple stock at65 pre split so I'm happy it's 500