Apple releases 2009 proxy statement

Apple's 2009 proxy statement was released today. In case you're not up to date, it's only the most anticipated work since the last Dan Brown novel. The document describes the upcoming meeting and its agenda and outlines the board's recommendations for voting.

Five proposals are on the docket for the meeting, set to take place in Building 4 of the Company’s principal executive offices on February 25, 2009 at 10:00 a.m. PST sharp. They are:

  • the election to the Board of the eight nominees
  • a political contributions and expenditures report
  • the adoption of principles for health care reform
  • a sustainability report
  • an advisory vote on compensation

The board's recommendations are to vote for on the first matter, and against the rest—all of which are shareholder initiatives. Also interesting is that abstentions don't have an effect on the voting for the first proposal, but they count as "against" votes for the rest. Additionally, the first proposal can be passed without a quorum, which isn't true for the rest. Essentially, the rules are stacked against the shareholder proposals.

Proposal 2 is, at its core, a requirement to provide a semi-annual report that describes how any and all corporate assets are being used for political purposes. Being brought to the floor by International Brotherhood of Teamsters General Fund, the real meat of the proposal is looking for contributions to groups like the Teamsters that, while not directly a political organization, have clout and influence in the political sphere.

Proposal 3 is a suggestion from the AFL-CIO that Apple adopt health care coverage guidelines provided by the Institute of Medicine.

  1. Health care coverage should be universal.
  2. Health care coverage should be continuous.
  3. Health care coverage should be affordable to individuals and families.
  4. The health insurance strategy should be affordable and sustainable for society.
  5. Health insurance should enhance health and well being by promoting access to high-quality care that is effective, efficient, safe, timely, patient-centered, and equitable.

Naturally, Apple's board is hesitant because the guidelines are sweeping and nebulous, but constrain Apple's options for employees.

Proposal 4 is similar to proposal 2 in that it's suggesting a regular report that includes information about Apple's environmental practices. No doubt, this would make Greenpeace very happy.

Finally, proposal 5 suggests that the compensation for named executive officers be voted on by shareholders for ratification. The outcome would be non-binding however, and would have no practical effect upon that compensation. Naturally, the board feels this vote type communication doesn't provide value.

And there you have it, the exciting world of proxy statements. Now on to that next Dan Brown novel!

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