Apple Corrects 10-Q SEC Filing, Announces Shareholder Approval of 'Say on Pay' Proposal

Apple today announced that it has filed an amended Form 10-Q with the U.S. Securities and Exchange Commission, correcting errors in the reported vote totals for shareholder-submitted proposals at its most recent annual shareholder meeting.

Last week's filing incorrectly reported the voting percentages for shareholder-submitted proposals because abstentions were counted as "No" votes. Very shortly after the original filing, the company learned that these votes had been incorrectly tallied and an internal investigation confirmed the mistake was due to human error, which Apple regrets. Today's amendment correctly reports the voting results.

The correction affected the outcome of one shareholder-submitted proposal, known as "Say on Pay," which successfully passed with approximately 51.63% of votes cast under corrected counting procedures.

As a result of the corrected vote count, Shareholder Proposal No. 5 Regarding Advisory Vote on Compensation, known as "Say on Pay," was approved with a majority of votes cast. The Compensation Committee of Apple's Board of Directors has been closely following the Say on Pay issue, and anticipates that new laws or regulations will require some form of Say on Pay vote at all public companies in the near future. Even if that does not occur, Apple is committed to implementing an advisory Say on Pay vote next year.

As noted in shareholder materials for the annual meeting, the "Say on Pay" proposal will allow shareholders to cast advisory votes regarding compensation for Apple's senior management at each annual meeting. The referendums would be non-binding, but would allow shareholders a greater voice in communicating with Apple management. Apple had formally opposed the proposal as an ineffective means of offering shareholder input.

Executive compensation has become a popular topic among shareholders throughout the corporate world, with several countries recently passing laws requiring such opportunities for shareholders and the U.S. considering similar legislation.