Apple Releases 2012 Proxy Statement to Investors

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Apple has posted its 2012 Proxy Statement (PDF) on its investor relations page. The proxy statement is released ahead of the annual stockholders meeting, and details voting procedures, background and compensation information on the company's directors, and information about executive perks and compensation, amongst other items.

This year's shareholders meeting will take place on Thursday, February 23, 2012 at 10:00 a.m. Pacific, in Building 4 of Apple's Infinite Loop headquarters. Shareholders will vote on a number of different items:
- To elect the Company's Board of Directors (the " Board "). The Board intends to present for election the following eight nominees: William V. Campbell, Timothy D. Cook, Millard S. Drexler, Al Gore, Robert A. Iger, Andrea Jung, Arthur D. Levinson, and Ronald D. Sugar

- To ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for 2012

- To hold an advisory vote on executive compensation

- To consider four shareholder proposals titled "Conflict of Interest Report", "Shareholder Say on Director Pay", "Report on Political Contributions and Expenditures", and "Adopt a Majority Voting Standard for Director Elections"

- To transact such other business as may properly come before the Annual Meeting and any postponement(s) or adjournment(s) thereof.
Some interesting notes in the statement include the fact that CEO Tim Cook owns a total of 13,754 shares of Apple plus 1,362,500 RSU's which will vest into shares if Tim Cook stays with the company for the foreseeable future, worth $580.5 million at current prices. Other executive officers hold hundreds of thousands of RSU's which should keep them with the company for years to come. In the statement, Apple explained the board's philosophy behind the large RSU grants:
The compensation for the other named executive officers consists of three elements--long-term equity awards in the form of RSU awards, annual performance-based cash bonuses, and base salaries--that are designed to reward performance in a simple and straightforward manner. The compensation program is weighted toward long-term equity awards rather than cash compensation in order to maximize retention and ensure that a significant portion of the named executive officers' compensation is tied to the Company's long-term stock price performance. The named executive officers' 2011 cash compensation levels were substantially below the levels generally provided by peer companies, despite the Company's strong financial performance. In addition, the Company has no long-term cash compensation program, nor does it have a pension plan.

The Company's executive compensation program is intended to promote and retain stability within the executive team. Each named executive officer has been an employee of the Company for at least 10 years. The Company expects each of its executive officers to contribute to the Company's overall success as a member of the executive team rather than focus solely on specific objectives within the officers' area of responsibility.

Because the Company's executive officers operate as a team, the Compensation Committee's decisions on executive compensation in 2011 were largely driven by considerations of internal pay equity as to the named executive officers, other than Mr. Jobs and Mr. Cook. As a result, the compensation awarded to Messrs. Oppenheimer, Forstall and Johnson in 2011 was largely the same. Mr. Cook's compensation is set at a higher level than the compensation for the other members of the executive team to reflect his responsibilities for the overall leadership of the Company.
In addition, the statement notes that "there was no formula or peer group "benchmark" used in determining the award amount. Rather, the award was the product of the Board's business judgment, which was informed by the experience of the Board members, the input received from Mr. Jobs, and the Board's assessment of Mr. Cook's performance in assuming responsibility for the Company's day-to-day operations during Mr. Jobs's prior leaves of absence." The statement discusses executive compensation for several more pages, including the cash bonus payout structure and other arrangements.

Article Link: Apple Releases 2012 Proxy Statement to Investors
 

KPOM

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Oct 23, 2010
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It will be interesting to see the results of the (non-binding) vote on executive compensation, as well as Andrea Jung's retention on the board. Proxy votes are usually just ceremonial (you usually can vote only to approve or withhold approve - not actually vote "No"), but if a few institutional investors withhold approval of the executive compensation or an individual board member, that could be a not so subtle signal of their future intentions about holding the stock.

I mention Andrea Jung because she recently resigned as CEO of Avon but wants to stay on as Executive Chairman. It's a case of "staying too long" that critics of Apple's own corporate governance practices might be wary of.
 

SandynJosh

macrumors 68000
Oct 26, 2006
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What a refreshing difference between Apple's board and H.P.'s in how they think and operate.
 

Rogifan

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Nov 14, 2011
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I asked this on another thread recently Does anyone know why Jony Ive is the only SVP not listed as an executive officer in Apple's SEC filings? *For compensation you're only required to disclose the CEO, CFO and top three highest-paid executives. *Somehow though I have a hard time believing Ive's base salary is less than Scott Forstall's or Eddy Cue's. *But if he's not an executive officer then I'm assuming Apple doesn't have to disclose anything about him in their SEC filings. Just seems odd he's the only SVP not listed, unless SVP of Industrial Design is not at the same level (salary grade/pay wise) as the others? :confused:
 

orangebluedevil

macrumors 6502
Jun 28, 2010
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Peer Companies

Can anyone find a list of the peer companies included in the 2011 Proxy Statement (I can't find it). I wanted to compare it to the ones listed here in 2012.


Amazon.com, Inc. Google Inc. Oracle Corporation
AT&T Inc. Hewlett-Packard Company QUALCOMM Incorporated
Cisco Systems, Inc. Intel Corporation Texas Instruments Incorporated
Comcast Corporation International Business Machines Corporation Time Warner Inc.
Dell Inc. Microsoft Corporation Verizon Communications Inc.
EMC Corporation News Corporation The Walt Disney Compan

EDIT: FOUND IT, EXACTLY THE SAME. DAMN
 

Shrink

macrumors G3
Feb 26, 2011
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Cook is going to be stuck with Apple for a while if he wants his payday.
STUCK!!!???

For half a billion dollars I wouldn't quit if I died. I'd have myself frozen and propped up in the Executive Board Room. :rolleyes: ;)

I'm not sure the word "stuck" applies to Tim Cook's situation. CEO of one of the most respected and valuable companies in the world doesn't sound like "stuck".

And the dough ain't bad, neither.:D
 

MattInOz

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Jan 19, 2006
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I asked this on another thread recently Does anyone know why Jony Ive is the only SVP not listed as an executive officer in Apple's SEC filings? *For compensation you're only required to disclose the CEO, CFO and top three highest-paid executives. *Somehow though I have a hard time believing Ive's base salary is less than Scott Forstall's or Eddy Cue's. *But if he's not an executive officer then I'm assuming Apple doesn't have to disclose anything about him in their SEC filings. Just seems odd he's the only SVP not listed, unless SVP of Industrial Design is not at the same level (salary grade/pay wise) as the others? :confused:
Maybe a deliberate tactic on the part of Apple and Mr Ive.
I guess it depends what the rules say about equal third or his package is one dollar less than top three highest paid executives so that it can remain private between them. I'm guessing if he never gets in to the top three they never have to disclose his share holdings.
 

Ugg

macrumors 68000
Apr 7, 2003
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Penryn
This reflects the idea that when you have a winning team, why change things?

Continuity is important for Apple because Steve had years to not only impart his wisdom to everyone else but through :apple:U he was able to ensure that his way of seeing the world would become a part of Apple. Think Mercedes or BMW or any other brand that has been able to stay on the cutting edge.

I think a lot of the problem with so many companies in the US today is the lack of continuity of leadership coupled with the lack of innovation.

I hope I'm around in 20 years to be able to look back and see how well Apple has done.
 

1080p

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Mar 17, 2010
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:: Waits for an "occupy" radical to jump in here to declare that "No one should have that kind of money!!!!!!!" :: :rolleyes:
 

Rogifan

macrumors Core
Nov 14, 2011
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Maybe a deliberate tactic on the part of Apple and Mr Ive.
I guess it depends what the rules say about equal third or his package is one dollar less than top three highest paid executives so that it can remain private between them. I'm guessing if he never gets in to the top three they never have to disclose his share holdings.
I wondered if it was something like that. Back in 2003 in a Guardian profile they listed his salary at £1M. No idea where they got that figure from and it's probably BS as I doubt he' ever had a higher salary than Tim Cook.

Anyway he's obviously not hurting if he can drive around in a Bently Brooklands which is priced around $340,000. :)

 
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DanHolderman

macrumors member
Apr 8, 2011
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HALF A BILLION IN SHARES?!?!??!


Lucky...

I'd do it for HALF that!

:p
Steve Jobs did it for $1 a year!

Steve Jobs may have been ruthless and he was extremely wealthy, but no one can deny that he ran Apple because he was in love with the company and was driven to fuse art and technology.

Jobs had great vision and delivered revolutionary products to the world. We will see if Apple will continue to innovate and stay on top or if they will fall back into the Apple of the mid 1990's.

I will say this: If Apple is led by profit driven leadership then be prepared for garbage products. If Apple is to remain on top they need someone with vision and passion.
 

the8thark

macrumors 68040
Apr 18, 2011
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I asked this on another thread recently Does anyone know why Jony Ive is the only SVP not listed as an executive officer in Apple's SEC filings? *For compensation you're only required to disclose the CEO, CFO and top three highest-paid executives. *Somehow though I have a hard time believing Ive's base salary is less than Scott Forstall's or Eddy Cue's. *But if he's not an executive officer then I'm assuming Apple doesn't have to disclose anything about him in their SEC filings. Just seems odd he's the only SVP not listed, unless SVP of Industrial Design is not at the same level (salary grade/pay wise) as the others? :confused:
I disagree. I think it's a case of Ive does not want to be an executive officer. He is just happy to do his job. And that's it. I think Ive does not want any kind of leadership role at Apple. And he's just head of his department cause he needs that position to fully do his job the way he wants to.
 

tmagman

macrumors 6502
Nov 7, 2010
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probably will support most everything that the board recommends when I get mine, except I'll be voting no for Al Gore's position on the board.
 

Rot'nApple

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Dec 27, 2006
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I DID build that!
After reading this, went to iTunes and bought a Beatles song...

"Baby You're a Rich Man, Baby You're a Rich Man, Baby You're a Rich Man, too!"

I'll leave it up to you to determine whether I'm acknowledging the wealth of a successful management team or if I am denigrating overpaid people in a time of economic distress that has flooded our nations cities with 99%'ers OWS campers...

It will be interesting to see one take of a catchy Beatles tune.

Or when is it, when a song is just a song?
/
/
/
 

Rogifan

macrumors Core
Nov 14, 2011
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I disagree. I think it's a case of Ive does not want to be an executive officer. He is just happy to do his job. And that's it. I think Ive does not want any kind of leadership role at Apple. And he's just head of his department cause he needs that position to fully do his job the way he wants to.
Apparently if your not listed as an executive officer your salary and stock options do not have to be disclosed. Perhaps Ive wants it that way? He seems like a very private guy. Maybe he'd feel embarrassed if his compensation was disclosed to the public.