Apple recently notified the U.S. Securities and Exchange commission that it will be holding its annual shareholder meeting at 9:00 AM Pacific on February 27 to discuss proposals from the company’s board of directors. According to the filing, the meeting will be held at Apple’s 1 Infinite Loop campus in Cupertino, California, where stock holders on record as of January 2, 2013 can attend and vote for the various proposed measures.
Apple’s Senior Vice President and General Counsel Bruce Sewell offered a brief summary of the proposals up for vote, including the election of Apple’s board of directors, ratification of Ernst & Young as its independent accounting firm, advisory vote for executive compensation and two shareholder proposals.
One of the important measures that is up for a vote is an amendment to the company’s articles of incorporation that will eliminate language from the document to facilitate the adoption of majority voting for directors. The move is connected to a previous announcement at the 2012 annual meeting in which Apple informed shareholders that it would be implementing majority voting in its Articles and bylaws.
In the same measure, the board is also looking to eliminate the so-called “blank check” preferred stock. Apple hasn’t issued such shares since 1997 and the board doesn’t intend to do so in the future. If the amendment is passed, any future preferred stock would have to be approved by shareholders before being issued.
Finally, the proposed amendment would establish a “par value” of $0.0001 per share for Apple common stock. Although the company doesn’t currently have a par value, it believes that establishing one will reduce corporate expenses. The board recommends that all four of the aforementioned proposals be passed.
Last but not least were the two shareholder proposals. The first being titled “Executives to Retain Significant Stock,” comes from James McRitchie and asks the Compensation Committee to adopt a policy that requires senior executives to retain a “significant percentage” of company shares acquired through equity pay programs until reaching normal retirement age. The proposal implies that holding significant stock would motivate higher performance and ensure future success. The board disagrees with the proposal and said the current pay structure and practices are “firmly aligned with shareholders’ interests and encourages executives to focus on the Company’s long-term performance.”
The second shareholder proposal comes from John Harrington and is entitled “Board Committee on Human Rights.” If voted through, the measure would establish a Board Committee on Human Rights that would:
...review the implications of company policies, above and beyond matters of legal compliance, for the human rights of individuals in the US and worldwide, including assessing the impacts of company operations and supply chains on resources and public welfare in host communities.
We’ll have to wait and see what the results of the voting after they are concluded at February 27’s annual shareholder meeting.
Source: SEC via AppleInsider