Apple Releases 2012 Proxy Statement to Investors
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. SugarSome 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:
- 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.
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.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.
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.