Highlights from Apple's Preliminary Proxy Statement, 2014 Shareholders Meeting Proposals


macrumors bot
Original poster
Apr 12, 2001

Apple has released its preliminary proxy statement in a filing to the SEC. The filing is an announcement of the 2014 annual stockholders meeting, as well as proposals that will be voted on at the meeting and details of executive compensation arrangements.

Among other things, the filing details a forthcoming vote on investor Carl Icahn's proposed $50 billion share repurchase program that was filed for earlier this month. If approved, the proposal would still be on a non-binding "advisory" basis, and would specifically call for the company to commit to fulfilling no less than $50 billion of share repurchases during Apple's fiscal year ending on September 27, 2014.

However, Apple's Board of Directors has recommended a vote against Icahn's buyback program, stating that it is still "considering options" for how to return cash to shareholders:
The Board and management team are thoughtfully considering options for returning additional cash to shareholders and are currently seeking input from shareholders as part of the Company's regular review.

With breakthrough products and services such as the Mac, iPod, iPhone, iPad and App Store, the Company has created huge market opportunities, and the Board and management team believe the opportunities that lie ahead are just as exciting. Given such large and global markets, the Company competes with large companies around the world, many with their own significant technical capabilities and significant capital. This dynamic competitive landscape and the Company's rapid pace of innovation require unprecedented investment, flexibility and access to resources.

...The Company is updating perspectives on its capital return program for 2014 and beyond. The Company is collecting input from a very broad base of shareholders, believing that the input of all shareholders is important and should be considered holistically. The evaluation of the capital return program continues to be thoughtful, deliberate, and consistent with a conservative financial policy that supports risk-taking and innovation. Consistent with its pattern for the last two years, the Company is on track to complete its regular review and thorough analysis and to announce any changes to the current program by March or April of 2014.
Since first disclosing his position in Apple back in August, Icahn has been vocal about asking the company to increase its buyback as he has dramatically increased his stake in the company. Apple, for its part, announced a significant increase in its capital return program back in April of 2013, and management pledged to reexamine its share repurchase and dividend programs in the first half of 2014.

Also detailed is a proposal on establishing a separate entitled committee that would oversee human rights issues raised by the company's activities, such as the recent accusations of labor violations at primary suppliers like Pegatron and Biel Crystal and the welfare of its own employees.

Apple also recommended a vote against the proposal, stating that its Supplier Responsibility team and report already audits suppliers to an effective extent and that establishing a committee would be "redundant" and add little value to its existing commitment to human rights and social responsibility.

The preliminary proxy statement also noted the earnings of CEO Tim Cook's total compensation for 2013. While Cook saw an increase in his salary this year to $1,400,006 from $1,357,718 last year, the CEO gave up about 7,100 shares tied to his bonus stock award that was changed in June to be more performance based. At the stock's current price of $560.09, this would mean that Cook lost out on $3,976,639 in bonus earnings.

Overall, the shareholders meeting will hold votes on eleven proposals related to director reelection, compensation, and more.

The 2014 Annual Meeting of Shareholders will occur at Apple's 1 Infinite Loop headquarters on February 28, 2014 at 9:00 AM Pacific Time.

Article Link: Highlights from Apple's Preliminary Proxy Statement, 2014 Shareholders Meeting Proposals


macrumors member
Nov 29, 2012
It looks like he is thinking "I should buy more stocks and make the price rise after I buy them, then sell them lolol"


macrumors Core
Nov 14, 2011
Screw Icahn. He doesn't give a crap about Apple. All he cares about is himself. :rolleyes:

How does Ive get away with never having to disclose his salary or stock options? Unless he doesn't earn as much as the other SVPs?


macrumors 6502
Mar 20, 2009
Carl sucks.

I will joyfully vote against his impotent little "advisory" proposal.

I'm glad this little douche got his clock cleaned out by his Yahoo investment debacle. He's too skilled of an old-school corporate raider to fail completely, however he deserves every single disappointment that fate can throw at him.
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macrumors 6502
Feb 8, 2013
New York
Apple should buy iCahn Enterprises and dump it into the Atlantic just to show that greedy Santa who's in charge of Apple.


macrumors 6502
Jul 18, 2002
Einhorn, Icahn, who's next?

Maybe if Carl has his proposal rejected that will make other big investor types think twice before trying to coerce Apple. Carl already had to drop his demand from $150B to $50B in order to avoid looking completely ridiculous.


macrumors 603
Sep 19, 2003
Canada, eh?
I cant get over how much of a slime ball this guy is.
Yeah. Well, there are two kinds of investors I guess, the kind that truly believes in the future of a company, its vision, its technology, etc. and wants to see it succeed in the long run (with a financial reward for the investor, of course) -- and the kind that just wants to make a buck as quickly as possible, no matter how.


macrumors 65816
Sep 26, 2003
What's with the Carl Icahn choir boy shot? It would be more realistic to show him rending the flesh from some beast that his assistant killed with his bare hands.


macrumors 6502a
Mar 9, 2009
I like this.

It looks like Apple wants to invest more in technical capabilities.

There's quite a bit you can do with $100 billion, with insane amount of potential for future growth.

Manufacturing is given, to help Apple reduce expenses as they mass produce. Maybe their own factories instead of contractors. Even a semiconductor fab would only be a few billion.

Probably a bigger item would be for Apple to develop their own IP networks, which would work well with their focus on hardware sales. I don't think Apple wants their products to be reliant on Verizon/Comcast/etc.. for Internet connectivity, and they can control that aspect of the user interface directly. This would cost a good chunk of that $100 billion.


macrumors P6
Nov 14, 2007
1 Geostationary Tower Plaza
Carl Icahn is nothing more than a looter. Yes, in free market his strategy of buying stock, forcing a company too increase buyback to therefor raise the price of said stock, then selling it at higher prices is a fair game.

However, what about the implications of such buyback? To use $50 Billion, Apple would have to either:

  • Go into debt
  • Repatriate overseas cash

Both options which suck because they will leave Apple in a vulnerable position and without economic leverage to continue buying/acquiring valuable IP/infrastructure.

I've always been a keen supporter of keeping Wall Street out of Silicon Valley. If Wall St mongols what to play in Silicone Valley, they should invest and then just shut the f* up about running the company. The financial and engineering/electronics world are so much different. They know nothing of the latter.


macrumors 65816
Feb 14, 2013
While Cook saw an increase in his salary this year to $1,400,006 from $1,357,718 last year, the CEO gave up about 7,100 shares tied to his bonus stock award that was changed in June to be more performance based. At the stock's current price of $560.09, this would mean that Cook lost out on $3,976,639 in bonus earnings.
Yeah, I know he was down with the whole performance-based stock award thing, but still...



macrumors regular
Jun 15, 2013
Icahn is an idiot. Anybody remember the days of John Sculley? ..........

Let's not cause that crap again.
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