What is "proxy access" and why is Apple implementing it?

Proxy access is a corporate governance mechanism that allows eligible long-term shareholders to nominate director candidates and have those nominees included in the company's official proxy statement for shareholder voting. Apple is implementing this in response to evolving shareholder engagement trends and to provide a structured way for significant shareholders to participate in board nominations.

What are the specific requirements for a shareholder to use proxy access at Apple?

A shareholder, or a group of up to twenty shareholders, must collectively own at least three percent (3%) of Apple's outstanding common stock continuously for at least three (3) years prior to submitting a nomination. The shareholder(s) and the nominee(s) must also meet other specific requirements detailed in the amended bylaws.

How many director nominees can a shareholder group put forward using proxy access?

Under the new bylaws, eligible shareholders can nominate director candidates constituting up to twenty percent (20%) of the total number of directors on Apple's Board of Directors.

Does this change affect how shareholders vote on other matters?

This specific 8-K filing focuses on changes related to director nominations via proxy access. While the bylaws were updated to accommodate these changes, including conforming the advance notice provisions, it does not directly alter the fundamental voting rights or processes for other shareholder proposals beyond the director nomination aspect.

AAPL 8-K: Corporate Changes

Summary

Apple Inc. (AAPL) filed a Form 8-K on December 21, 2015, to report amendments to its Amended and Restated Bylaws. The primary change implemented is the adoption of "proxy access," allowing certain long-term shareholders to nominate director candidates and include them in the company's proxy materials for annual meetings. This move by Apple's Board of Directors is significant as it provides shareholders with a more direct mechanism to influence board composition. Specifically, a shareholder or a group of up to twenty shareholders holding at least 3% of outstanding common stock for a minimum of three years can now nominate director nominees representing up to 20% of the board, subject to detailed requirements outlined in the amended bylaws. This change reflects evolving corporate governance practices and shareholder engagement.

Key Highlights

1Apple Inc. adopted amendments to its Bylaws on December 21, 2015.
2The key amendment implements "proxy access" provisions.
3Shareholders owning at least 3% of common stock for 3+ years can nominate directors.
4Nominees can constitute up to 20% of the Board of Directors.
5This allows for shareholder-nominated directors to be included in Apple's proxy materials.
6The amendments also include conforming changes to advance notice provisions.
7The full text of the amended Bylaws is attached as Exhibit 3.2 to the 8-K filing.

Apple Inc. 8-K Report, Bylaw Amendment (Dec 22, 2015)

Summary

Key Highlights

Frequently Asked Questions