The Apple 2019 annual meeting is March 1st. To enhance long-term shareholder value, vote AGAINST directors Levinson and Gore., as well as pay and the auditor. Vote FOR shareholder proposal #4 Proxy Access Amendments and against #5, which aims to set up an ideological litmus test for directors. Continue Reading →
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Apple Proposal 4
Apple proposal 4 would raise the number of “Shareholder Nominees” eligible to appear in Apple’s proxy materials from 20% of the directors then serving to 20% of the directors then serving or 2, whichever is greater. Apple currently has 8 directors; 20% of 8 rounded down to the nearest whole number is 1. A single shareholder nominated and elected director could be easily isolated and ineffective. They might not even be able to get a second on a motion in a board meeting to discuss important topics. Continue Reading →
Apple Inc. (AAPL) designs, manufactures, and markets mobile communication and media devices, and personal computers to consumers, and small and mid-sized businesses; and education, enterprise, and government customers worldwide. The company also sells related software, services, accessories, networking solutions, and third-party digital content and applications.
The annual meeting is coming up on February 13, 2018 at the new Apple Park. I voted with the Board’s recommendations 69% of the time. I voted against the pay package. I voted for proxy access amendments and for a human rights committee. View Proxy Statement via SEC’s EDGAR system (look for DEF 14A). Continue Reading →
Apple again invokes the ‘ordinary business’ exclusion roadmap provided by SEC Staff Legal Bulletin 14I (SLB 14I) in an attempt to muzzle shareholders. In the face of mounting evidence of inevitable manmade climate change and with the recognition that society has increasingly limited possibilities of mitigating the worst outcome for future generations, Jantz Management LLC submitted a shareholder proposal to Apple, Inc. asking the company to report on the feasibility of achieving net zero greenhouse gas (GHG) emissions, including Apple’s manufacturing GHG emissions, by a target date of 2030, 2040, or 2050.
Similar to a proposal submitted by Jing Zhao, requesting that Apple establish a Human Rights Committee (see no-action request), the company did not engage in dialogue with the shareholder, but responded by invoking the ordinary business exemption under rule 14a-8(i)(7), asking the SEC to allow the company to omit the Continue Reading →
Apple Inc. (NASD:AAPL) designs, manufactures, and markets mobile communication and media devices, personal computers, and portable digital music players to consumers, small and mid-sized businesses, and education, enterprise, and government customers worldwide.
Yesterday, several reporters asked me to comment on no-action requests and the SEC’s denial to Apple, as well as the Business Roundtable’s fanciful notions regarding the need for reform of the proxy proposal process. I am reluctant to give the Business Roundtable’s proposal, Modernizing the Shareholder Proposal Process, any more ink but will just touch on one of their issues here as I explain the Apple decision.
No-Action Requests: Apple and Proxy Access Lite
The SEC has consistently denied no-action requests to companies where the proponent asks for modifications to bylaws when the companies have made no modifications in the direction requested. See H&R Block and Microsoft as prior examples. Apple is no exception. This is nothing new. Continue Reading →
Apple shareholders rejected real proxy access at their meeting on February 25, 2016. Maybe shareholders thought they already have it. Recent decisions by the SEC could lead shareholders to believe proxy access was “substantially implemented.”
Maybe they wanted to support Apple’s management while the company is under attack from the FBI.
ISS recommended a “For” vote. Shouldn’t that have guaranteed passage?
We probably won’t know for months which Apple shareholders rejected real proxy access… and maybe that’s the key point.
Proxy Access at Apple (AAPL) will be one of the most important votes of the proxy season. Will shareholders settle for the board’s recently adopted “lite” version, akin to greenwashing, or will shareholders vote in favor of real proxy access? Boards, investors, and the corporate governance industrial complex are watching in anticipation. Your opportunity to vote on this important issue expires TODAY, February 25th at 8:59pm PST (11:59pm EST) if you are using ProxyVote.com.
80% of retail shares aren’t typically voted, so it is almost as if you’ll be voting for five. If you are like me, you may hold Apple ($AAPL) stock in more than one account. Be sure to vote them all. Do it today, unless you will attend the meeting tomorrow. Vote FOR #8, Adopt Proxy Access Right. Continue Reading →
Apple Inc. (AAPL) meeting on 2/26/2016 provides shareholders an opportunity to vote FOR real proxy access. Apple Inc. designs, manufactures, and markets mobile communication and media devices, personal computers, and portable digital music players to consumers, small and mid-sized businesses, education, and enterprise and government customers worldwide. It is one of the stocks in my portfolio. I will attend the 2/26 meeting in person.
ProxyDemocracy.org had collected the votes of four funds when I checked. I voted against two directors and for proxy access, therefore with the Board’s recommendations 47% of the time. View Proxy Statement.
Apple’s proxy access lite led me to a little thought experiment after reading the following reaction at Mac Rumors: “Maybe if all macrumors members who are shareholders band together, we can nominate one of our own!” What are the possibilities that members of Mac Rumors, any, or even all of the thousands of Apple-centric groups around the world could join together and nominate directors? (Find Apple group near you.)
Apple’s opposition statement to my proposal for real proxy access cites a statement made by Patrick McGurn, special counsel at ISS, the shareholder advisory group, who responded to Apple’s adoption of proxy access by stating that “other boards are likely to look to such respected companies and are likely to examine this issue now.” Yes, Apple’s proxy access lite got the attention of other companies but once we peel away the layers, we see the Board’s new bylaw is mostly for show, like greenwashing a product that pollutes. Although Mr. McGurn noted the importance of Apple’s proxy access lite, that doesn’t mean ISS thought it was good. In fact, ISS urges its subscribers to vote for my proposal to create real proxy access at Apple, as do early vote announcers Trillium, TRS, Australia’s Local Government Super, Canada Pension Plan Investment Board, Christian Brothers Investment Series, Unitarian Universalist Common Endowment, Florida SBA, Calvert, and Domini.
Apple will hold their annual meeting on February 26, 2016. If you are a shareholder, there is still time to vote your proxy in favor of real proxy access at Apple. Vote in favor of item #8, Adopt Proxy Access Right. I’ll analyze the other proxy items as we approach the meeting date. Continue Reading →
My wife and I don’t have the resources to or stock holdings to allow us to file 75 proxy access shareholder proposals, like New York City Comptroller Scott Stringer’s Boardroom Accountability Project. However, I have been writing about proxy access for 20 years and, together with Les Greenberg, filed the petition in 2002 with the SEC that many have credited with renewing interest in the subject. We hope our efforts, although small, contribute to making companies more democratic and profitable. Continue Reading →
Update: Preliminary voting results indicate that our proxy access proposal got 39% of the vote. Yes, the proposal could have been worded to more closely conform to the Rule 14a-11 standards. Hopefully, Apple got the message and will propose a “best practices” revision of their articles and bylaws as needed for the 2016 annual meeting. If not, we’ll be back at that meeting with our own proxy access proposal.
Update: ISS recommends its clients vote in support of proxy access, calling the proposed eligibility requirements of my proposal at Apple robust, while safeguarding against abuses in the nominating process. Glass Lewis opposes the proposal because “given the company’s… positive financial performance, we do not believe that adoption of this proposal is necessary at this time.”
So, the tool you’ll need when the company is in trouble, you’re supposed to wait until the company is already in trouble to put that in place, according to Glass Lewis… then you wait again until you can make nominations? That’s like waiting until a building is on fire to install a sprinkling system. Apache is the latest company to support proxy access. That company, which sued retail shareowner John Chevedden rather than allow shareholders to vote to eliminate supermajority requirements, seems to have a better grasp of when proxy access is needed than proxy advisor Glass Lewis.
The C$238.8 billion ($189.4 billion) Toronto-based CPPIB and the $182.2 billion FSBA both plan to vote in support of a shareholder proposal calling for proxy access, enabling shareholders to use corporate proxy materials to nominate up to 25% of the board. CalSTRS ($186 billion) voted for proxy access, using the Glass Lewis voting platform. Continue Reading →
Despite the Apple Board’s best effort to obtain a “no-action” letter to exclude my proxy access proposal, it is included among the items to be voted on at or before the annual meeting to be held on February 28 at our Company’s principal executive offices in Cupertino, CA. See Apple’s proxy, Proxy Proposal 11, ‘Proxy Access for Shareholders’ on page 63. (A minor gripe – why doesn’t Apple provide a linked index to our proxy so that shareholders can easily flip to the subject they are looking for? Let’s hope part of their strategy isn’t making it too hard to analyze the issues and vote.)
Here’s the thrust of my argument. We need directors who can address the big money pile – not with short-term buyback strategies that facilitate extraction of value but with long-term strategies that create value. Investing $150B in Treasuries or money markets is not efficient use of our money. The returns of Google Ventures, for example, are far above the industry’s mean. There is no reason why Apple couldn’t also put our money to good use though an Apple Ventures type of vehicle or through a revamped and enhanced Blue Sky program. Continue Reading →
Apple ($AAPL) is one of the stocks in my portfolio. Their annual meeting is coming up on 2/27/2013. ProxyDemocracy.org had collected the votes of five funds when I checked on 2/19/2012. They listed the votes of six funds voting as of yesterday. I voted with management 46% of the time. View Proxy Statement. I voted, despite David Einhorn’s attempt to get an injunction to block the vote on “Proposal 2” in Apple’s proxy statement, which would abolish a system for issuing preferred stock at its discretion, facilitate majority voting in director elections and establish a par value for the company’s common stock. Continue Reading →
My say on director pay will be on the Apple proxy (embedded links added):
6 – Shareholder Say on Director Pay
Resolved: Shareholders request that our Board of Directors adopt a policy that provides shareholders the opportunity, at each annual meeting, to vote on an advisory proposal, prepared by the Board of Directors, to ratify the pay given members of our Board of Directors as disclosed in the proxy Continue Reading →