Apple Computer Inc. on Thursday filed its Form DEF 14A with the Securities & Exchange Commission. The document notes that Apple will hold its annual meeting of shareholders on April 22, 2004. That form also outlines various fiduciary matters that may be of interest to Apple investors and enthusiasts, and explains in detail Apple’s board of directors’ opposition to a proposal to restrict executive compensation.
Apple CEO Steve Jobs took home only $1 in salary, as he has each year since 2001, although a summary compensation table included as part of that document shows that for Apple’s fiscal year 2003 Jobs was awarded US$74.75 million in restricted stock.
The documentation notes that Jobs cancelled all of his outstanding options in March 2003, excluding those granted to him in his capacity as a director, and that Jobs was awarded “five million restricted shares of the Company’s Common Stock that generally vest in full on the third anniversary of the grant date.”
In 2001 Apple also provided a special compensation package for Jobs that included an aircraft — a Gulfstream 5 executive jet. Apple agreed to pay for Jobs’ use of the jet on company business, and in 2003 they racked up more than $400,000 in related expenses.
Before shareholders this year are several proposals, including the election of the company’s board of directors. No new board members are being added, so William V. Campbell, Dr. Arthur D. Levinson, Jerome B. York, Millard S. Drexler, Al Gore and Steve Jobs are all up for re-election. Shareholders are also voting on the ratification of KPMG LLC as independent auditors for 2004.
Proposal 3 is entitled the “Commonsense Executive Compensation Proposal,” and it’s been put forth by the United Brotherhood of Carpenters and Joiners of America, a minority stockholder that owns 6,200 shares of common stock.
The proposal suggests that the CEO salary should be capped at $1 million and that no senior executive should be paid more than the CEO. It also outlines restrictions on annual bonuses to senior executives, their long-term equity compensation, severance packages for executives, and disclosure rules.
Apple’s Board of Directors opposes the measure. The company has to be able to attract top talent from other firms, it said, and to do that Apple has to stay competitive with what other businesses in the high-tech marketplace offer. What’s more, Apple’s Board of Directors contends that the company’s compensation practices are “already consistent with the spirit of the proposal.”