Apple 2022 annual meeting is March 4, 9 AM Pacific Time. To attend, vote, and submit questions during the Annual Meeting visit here. You will also need your voter control number. Of course, I recommend voting in advance. To enhance corporate governance and long-term value, vote Against Gore, Jung, Levinson, Sugar, Auditor, Exec Pay, Stock Plan. Vote FOR all shareholder proposals, including Reincorporate with Deeper Purpose.
Apple designs, manufactures, and markets smartphones, personal computers, tablets, wearables, and accessories worldwide. It also sells various related services. Below, is how I voted and why in a much shorter format than I’ve used in prior years since I am pressed for time.
I voted with the Board’s recommendations 28% of the time. View Proxy Statement via SEC’s EDGAR system (look for DEF 14A).
Read Warnings below. What follows are my recommendations on how to vote the proxy in order to enhance corporate governance and long-term value.
Apple 2022: ISS Rating
From the Yahoo Finance profile page: Apple Inc.’s ISS Governance QualityScore as of February 1, 2022 is 1. The pillar scores are Audit: 4; Board: 1; Shareholder Rights: 1; Compensation: 2.
Corporate governance scores courtesy of Institutional Shareholder Services (ISS). Scores indicate decile rank relative to index or region. A decile score of 1 indicates lower governance risk, while a 10 indicates higher governance risk.
Apple 2022: CorpGov Recommendations
| Item | Egan-Jones Recommendation | CorpGov.net Recommendation |
|---|---|---|
| 1 – Directors | FOR, WITH EXCEPTION OF ALBERT A GORE, ANDREA JUNG, ART D. LEVINSON, RON D. SUGAR | FOR, WITH EXCEPTION OF ALBERT A GORE, ANDREA JUNG, ART D. LEVINSON, RON D. SUGAR |
| 2 – Ratify Auditors | AGAINST | AGAINST |
| 3 – Approve Executive Compensation | AGAINST | AGAINST |
| 4 – Apple 2022 Employee Stock Plan | AGAINST | AGAINST |
| 5 – Shareholder Proposal: Reincorporate with Deeper Purpose | AGAINST | FOR |
| 6 – Shareholder Proposal: Transparency Reports | FOR | FOR |
| 7 – Shareholder Proposal: Forced Labor | FOR | FOR |
| 8 – Shareholder Proposal: Pay Equity | FOR | FOR |
| 9 – Shareholder Proposal: Civil Rights Audit | FOR | FOR |
| 10 – Shareholder Proposal: Report on Concealment Clauses | FOR | FOR |
Apple 2022: Proxy Voting Notes
#5 – Shareholder Proposal: Reincorporate with Deeper Purpose
Proposal #5 is ours. Apple incorporated with an uninspiring purpose:
The purpose of this corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of California…
Rechartering around deeper social purposes would align all actions around common goals. It would motivate shareholders, employees, and other stakeholders, guiding our Company on a more inspiring mission than simply engaging “in any lawful act or activity.”
Being guided by a legally adopted North Star would lead Apple to further reduce externalized costs and more fully engage stakeholders. Millennial employees, consumers, and investors will fact-check claims and call out companies that fail to live up to their own rhetoric, often with significant economic consequences. See and listen to Reincorporate Apple With Deeper Purpose.
Other Recommendations
Proxy Insight had not reported votes when I last checked.
In looking up a few funds in our Shareowner Action Handbook, I see several funds have reported their votes.
Apple 2022: Issues for Future Proposals
Looking at insightia for anti-shareholder provisions:
- Apple’s proxy access continues as an outlier, allowing the election of only one director
- No requirement to separate CEO and Chair
- The average tenure of directors is about 2 years longer than comparable companies.
Apple 2022: Mark Your Calendar
Matters for inclusion in the proxy materials for the 2023 annual meeting of shareholders, other than nominations of directors, must be received on or before September 8, 2022. All proposals must comply with Rule 14a-8 under the Exchange Act.
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Warnings
Be sure to vote for each item on the proxy. Any items left blank get automatically voted in favor of management’s recommendations. (See Broken Windows & Proxy Vote Rigging – Both Invite More Serious Crime). I generally vote against pay packages where NEOs were paid above median in the previous year but make exceptions if warranted. According to Bebchuk, Lucian A. and Grinstein, Yaniv (The Growth of Executive Pay), aggregate compensation by public companies to NEOs increased from 5 percent of earnings in 1993-1995 to about 10 percent in 2001-2003.
Few firms admit to having average executives. They generally set compensation at above average for their “peer group.” Peer groups are often chosen by aspiration. The “Lake Woebegone effect” may be nice in fictional towns, “where all the children are above average.” However, corporations live in the real world. All CEOs are above average. Ignoring that fact partly explains why their collective pay spiraling out of control. We need to slow the pace of money going to the 1% or our economy will fail to serve the majority. The rationale for peer group benchmarking is a mythological market for CEOs. For more on the subject, see CEO Pay Machine Destroying America.
Thanks, Jim. This is helpful.