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

AirPods Pro 3 Mock Feature

AirPods Pro 3 Just Months Away – Here's What We Know

Friday April 18, 2025 5:16 am PDT by
Despite being more than two years old, Apple's AirPods Pro 2 still dominate the premium wireless‑earbud space, thanks to a potent mix of top‑tier audio, class‑leading noise cancellation, and Apple's habit of delivering major new features through software updates. With AirPods Pro 3 widely expected to arrive in 2025, prospective buyers now face a familiar dilemma: snap up the proven...
iphone 17 air dummy unbox therapy

iPhone 17 Air's Extreme Thinness Demoed in New Video

Tuesday April 22, 2025 10:22 am PDT by
Apple plans to release an all-new super thin iPhone this year, debuting it alongside the iPhone 17, iPhone 17 Pro, and iPhone 17 Pro Max. We've seen pictures of dummy models, cases, and renders with the design, but Lewis Hilsenteger of Unbox Therapy today showed off newer dummy models that give us a better idea of just how thin the "iPhone 17 Air" will be. The iPhone 17 Air is expected to be ...
ipad air windows 11 arm

M2 iPad Air Runs Windows 11 ARM via Emulation, Thanks to EU Rules

Tuesday April 22, 2025 5:01 am PDT by
A developer has demonstrated Windows 11 ARM running on an M2 iPad Air using emulation, which has become much easier since the EU's Digital Markets Act (DMA) regulations came into effect. As spotted by Windows Latest, NTDev shared an instance of the emulation on social media and posted a video on YouTube (embedded below) demonstrating it in action. The achievement relies on new EU regulatory...
iphone 17 dummies sonny dickson

iPhone 17 Air Almost as Thin as Its Buttons, New Images Show

Thursday April 24, 2025 2:14 am PDT by
If you missed the video showing dummy models of Apple's all-new super thin iPhone 17 Air that's expected later this year, Sonny Dickson this morning shared some further images of the device in close alignment with the other dummy models in the iPhone 17 lineup, indicating just how thin it is likely to be in comparison. The iPhone 17 Air is expected to be around 5.5mm thick – with a thicker ...
iphone 16 pro models 1

17 Reasons to Wait for the iPhone 17

Thursday April 17, 2025 4:12 am PDT by
Apple's iPhone development roadmap runs several years into the future and the company is continually working with suppliers on several successive iPhone models simultaneously, which is why we often get rumored features months ahead of launch. The iPhone 17 series is no different, and we already have a good idea of what to expect from Apple's 2025 smartphone lineup. If you skipped the iPhone...
iOS 18

iOS 18.5 Includes Only a Few Changes So Far

Monday April 21, 2025 11:00 am PDT by
Apple seeded the third beta of iOS 18.5 to developers today, and so far the software update includes only a few minor changes. The changes are in the Mail and Settings apps. In the Mail app, you can now easily turn off contact photos directly within the app, by tapping on the circle with three dots in the top-right corner. In the Settings app, AppleCare+ coverage information is more...
iPhone 17 Pro Blue Feature Tighter Crop

iPhone 17 Pro Launching Later This Year With These 13 New Features

Wednesday April 23, 2025 8:31 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 April 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 ...

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)