Apple Releases 2012 Proxy Statement to Investors

152823 apple logoApple 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.

Popular Stories

iOS 19 Mock WWDC25 Feature

iOS 19 Expected to Run on These iPhones

Monday March 31, 2025 5:28 pm PDT by
iOS 19 will not be available on the iPhone XR, iPhone XS, or the iPhone XS Max, according a private account on social media site X that has accurately provided information on device compatibility in the past. The iPhone XR, iPhone XS, and iPhone XS Max all have an A12 Bionic chip, so it looks like iOS 19 will discontinue support for that chip. All other iPhones that run iOS 18 are expected...
maxresdefault

Apple Releases iOS 18.4 With Priority Notifications, Ambient Music, New Emoji and More

Monday March 31, 2025 10:03 am PDT by
Apple today released iOS 18.4 and iPadOS 18.4, the fourth major updates to the iOS 18 and iPadOS 18 operating system updates that came out last year. iOS 18.4 and iPadOS 18.4 come two months after Apple released iOS 18.3 and iPadOS 18.3. Subscribe to the MacRumors YouTube channel for more videos. The new software can be downloaded on eligible iPhones and iPads over-the-air by going to...
watchOS 11 Thumb 2 1

Apple Releases watchOS 11.4 With Sleep Alarm Update

Tuesday April 1, 2025 10:34 am PDT by
Apple today released watchOS 11.4, the fourth major update to the operating system that runs on the Apple Watch. watchOS 11.4 is compatible with the Apple Watch Series 6 and later, all Apple Watch Ultra models, and the Apple Watch SE 2. watchOS 11.4 can be downloaded on a connected iPhone by opening up the Apple Watch app and going to General > Software Update. To install the new software,...
AirPods Pro Firmware Feature

Apple Releases New Firmware for AirPods Pro 2 and AirPods 4

Monday March 31, 2025 11:27 am PDT by
Apple today released new firmware updates for all AirPods 4 and AirPods Pro 2 models. The new firmware is version 7E93, up from the 7B21 firmware that was installed on the AirPods Pro 2 and the 7B20 firmware available on the AirPods 4 and AirPods 4 with ANC. It is not immediately clear what new features or changes are included in the new firmware, but we'll update this article should we find ...
iPhone 17 Pro 34ths Perspective

iPhone 17 Pro Launching Later This Year With These 10 New Features

Sunday March 23, 2025 10:00 am PDT by
While the iPhone 17 Pro and iPhone 17 Pro Max are not expected to launch until September, there are already plenty of rumors about the devices. Below, we recap key changes rumored for the iPhone 17 Pro models as of March 2025: Aluminum frame: iPhone 17 Pro models are rumored to have an aluminum frame, whereas the iPhone 15 Pro and iPhone 16 Pro models have a titanium frame, and the iPhone ...
macOS Sequoia Feature

Apple Releases macOS Sequoia 15.4 With Mail Categorization and More

Monday March 31, 2025 10:04 am PDT by
Apple today released macOS Sequoia 15.4, the fourth major update to the macOS Sequoia operating system that launched in September. macOS Sequoia 15.4 comes two months after the launch of macOS Sequoia 15.3. Mac users can download the ‌‌macOS Sequoia‌‌ update through the Software Update section of System Settings. It is available for free on all Macs able to run macOS 15. With...

Top Rated Comments

AriX Avatar
173 months ago
I still can't believe he's gone.

</SlightlyOffTopic>
Score: 6 Votes (Like | Disagree)
Shrink Avatar
173 months ago
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
Score: 4 Votes (Like | Disagree)
SandynJosh Avatar
173 months ago
What a refreshing difference between Apple's board and H.P.'s in how they think and operate.
Score: 4 Votes (Like | Disagree)
soco Avatar
173 months ago
I'll admit, I had to Google "Proxy Statement". Then I noticed the Wiki link. :p
Score: 3 Votes (Like | Disagree)
Bubba Satori Avatar
173 months ago
:: Waits for an "occupy" radical to jump in here to declare that "No one should have that kind of money!!!!!!!" :: :rolleyes:

In an exquisitely ironic way you have beat them to the punch.
Well done, comrade.
Score: 2 Votes (Like | Disagree)
Ugg Avatar
173 months ago
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.
Score: 2 Votes (Like | Disagree)