Resolution

 

 

Shareholders ask the Apple Inc. board, to the fullest extent permitted by law, to amend our

governing documents to allow shareholders to make board nominations as follows:

 

 

  1. The Company proxy statement, form of proxy, and voting instruction fonns shall include, listed with the board’s nominees, alphabetically by last name, nominees of any party of one or more shareholders that has collectively held, continuously for tluĀ·ee years, at least three percent of the Company’s securities eligible to vote for the election of directors.

 

 

  1. For any board election, no shareowner may be a member of more than one such nominating party . Board members and officers of the Company may not be members of any such nominating party of

 

 

  1. Parties nominating under these provisions may collectively make nominations numbering up to 25% of the company’s board of directors but no single party of shareholders may nominate more than one

 

 

  1. Preference will be shown to groups holding the greatest number of the Company’s shares for

at least three years.

 

 

  1. Nominees may include in the proxy statement a 500 word suppmiing

 

 

  1. Each proxy statement or special meeting notice to elect board members shall include instructions for nominating under these provisions, fully explaining all legal requirement s for nominators and nominees under federal law, state law and the company’ s governing

 

Supporting Statement

 

  • The right of shareholders to nominate board candidates is fundamental to good corporate governance and board
  • Long-term owners of Apple should have a meaningful voice in nominating and electing

directors.

  • This proposal adopts popular 3% and 3-year eligibility thresholds .
  • Limiting shareholder-nominated candidates to 25% of the board (two positions) and one candidate per non-overlapping nominating group means control remains with Board nommees.
  • Under this proposal, it would take ten investors with holdings similar to CalPERS to form one nominating No shareholders from that group could also participate in a second

nominating group.

  • Rather than independent directors, we need directors who are dependent on and

accountable to those who elect them.

 

The Council of Institutional Investors, whose members have more than $3 trillion invested, maintains the following policy:

 

Access to the Proxy: Companies should provide access to management proxy materials for a long-term investor or group oflong-term investors owning in aggregate at least three percent of a company’s voting stock, to nominate less than a majority of the directors. Eligible investors must have owned the stock for at least two years. Company proxy materials and related mailings should provide equal space and equal treatment of nominations by qualifying investors.

 

The board should enact proxy access during good times, rather than waiting for a crisis. Leadership and innovation in corporate governance now help will ensure Apple continues to have at least ‘one more thing’ that is ‘insanely great’ every year for years to come.