updated 08:00 pm EST, Tue January 15, 2013
Four company, two shareholder proposals to be considered
As previously reported, Apple has confirmed its annual shareholder's meeting is to be held on February 27 in the auditorium located at the company's Cupertino headquarters. The meeting will take place at 9AM according to filings made by Apple with the SEC and mailed out to stockholders of record as of January 2. In addition to the election of the company's board, attendees will discuss and vote on four company-based proposals and two shareholder amendments.
The Annual General Meeting is a requirement of publicly-traded companies and gives shareholders -- even those with small holdings -- a chance to directly address the executive team and even vote them out if necessary. While Apple's stock has mysteriously fared poorly in the last four months (largely due to often-retracted manipulative and questionable news stories), the company is still in extraordinary good shape overall, with strong demand for its products, a likely record holiday quarter to be reported a month ahead of the shareholder meeting, and new executive harmony following a reshuffling of duties.
Attendees will be asked to approve the re-election of Apple's current board, and ratify the choice of Ernst & Young as the independent accounting firm. In the mailing to shareholders, Apple SVP and General Counsel Bruce Sewell offers four company-based proposals to be voted on at the meeting: an advisory vote on executive compensation, an elimination of "blank check" preferred stock options, a change to Apple's articles of incorporation to allow for adopting majority voting for directors, and the establishment of a "par value" (face value) of one one-hundreth of a penny per share of Apple common stock.
The latter proposal is a new concept for AAPL, which has never had a par value before. However, establishing one will allow the company to put a de minimus value of the outstanding stock on its books, and may also help it reduce some franchise tax liability. As far as the "preferred stock" proposal goes, Apple has not issued any such stock in over a decade, but the proposal will prevent future boards from issuing preferred stock without shareholder approval.
Apple adopted the concept of majority voting for its board at last year's shareholder meeting, but has not yet implemented it. The changing of language in the company's charter will enable Apple to implement the procedure, which requires that proposals or director votes must receive a majority of positive votes rather than a plurality. "Withheld" or "abstaining" votes would count as "no" votes under the change. Sewell recommended that stockholders approve all four proposals.
The company also announced that it was against two shareholder proposals: one that requires the executive team at Apple to retain a "significant percentage" of shares until they reach normal retirement age, and another the would force the company to set up a Human Rights subcommittee on the board. The motivation behind the proposals is to motivate better performance and future success by tying some of the executives' income to how well the stock is doing.
The stock proposal has significant flaws, not the least of which is that the value of AAPL stock is not entirely tied to how well the company is performing; the current slow drop in the face of what is almost assuredly a was an all-time-high quarter for the company is a perfect example of this. The man who proposed the change, James McRitchie, cited a concern that the recent large grants of restricted stock units (RSUs) to executives such as Tim Cook are not tied to performance.
However, McRitchie is technically wrong on this point: Cook (and other executives) receive their RSUs only after certain terms of service (often staggered in two or more installments; Cook for example will receive half a million shares only after serving five years as CEO, with the other half coming on his 10th anniversary). Should an executive be fired or leave the company prior to the vesting of the RSU, they lose it -- as was demonstrated by both Scott Forstall and John Browett's departures, which forsook millions of dollars in potential stock rewards down the road.
Apple's board says that the current pay structure and practices "are firmly aligned with shareholders' interests, and encourage executives to focus on the Company's long-term performance." It also opposes the Human Rights subcommittee idea on the grounds that the company "is already committed to the highest standards of social responsibility and human rights." The board points to its Supplier Code of Conduct and its being the first (and still only) electronics manufacturer to join the Fair Labor Association, which routinely conducts independent audits Apple's suppliers.