What's being voted on
There are nine proposals being voted on at this year’s Apple shareholder meeting. Four are management proposals, and five are coming from shareholders. As is typical, Apple recommends voting in favor of its proposals and against the shareholder proposals.
The only proposal that jumped out to me was #6 related to auditing Apple’s activity in China, which speaks to investors’ continued geopolitical concern.
Here’s a summary of each proposal.
- Election of Directors – Management: The nine directors nominated are all currently serving on Apple’s board.
- Appointment of Accounting Firm – Management: Vote is to keep Ernst & Young as Apple’s auditor. Fun data point: Apple paid E&Y $22.7m in 2022, down from $23.2m in 2021. Looks like CFO Luca Maestri negotiates with both suppliers and auditors.
- Approve Executive Compensation – Management: This is essentially the same plan as previous years.
- Frequency of Say on Pay Votes – Management: This is related to the frequency that shareholders can approve the above executive compensation. Executive compensation is currently up for an annual vote and Apple wants to keep it at one year.
- Civil Rights and Non-Discrimination Audit Proposal – Shareholder: If passed it would require Apple to have an annual audit analyzing “the company’s impacts on civil rights and non-discrimination, and the impacts of those issues on the Company’s business.” Apple’s view is there is no need for an audit given there has been a “comprehensive approach to pay equity and diverse representation at every level of the Company and since 2017.”
- Communist China Audit – Shareholder: If passed it would require Apple to “report annually to shareholders on the nature and extent to which corporate operations depend on, and are vulnerable to, Communist China.” Apple believes they “already provide the information requested by this proposal through our filings with the SEC and our extensive voluntary reporting relating to our international operations, including our supply chain and operations in China.”
- Board Policy – Shareholder: If passed there would be fewer restrictions on when Apple board members can communicate with shareholders. Apple’s view is “the proposal is overly prescriptive and would detract from the Board’s ability to effectively discharge its duties by restricting when, how, and through whom shareholder engagement is conducted.”
- Racial and Gender Pay Gaps – Shareholder: The proposal states when it comes to pay gaps “Apple reports only statistically adjusted gaps but ignores unadjusted gaps, which address structural bias women and minorities face regarding job opportunity and pay, particularly when men hold most higher paying jobs.” Apple’s view is they “report on our progress on representation annually on our Inclusion and Diversity website.”
- Shareholder Proxy Access Amendments – Shareholder: The goal is to give shareholders the opportunity to nominate more than one director annually. Apple’s view is shareholders don’t care, noting in 2022 “no shareholders provided feedback on, or sought changes to, our existing proxy access provisions.”