Apple Shareholders to Vote on ESG Proposals at Annual Meeting Friday

While the event is guaranteed to be less thrilling for fanboys and some investors than a new product introduction, Apple Inc.’s (NASDAQ: AAPL | AAPL Price Prediction) annual shareholders’ meeting will begin at 9:00 a.m. PT on Friday. Shareholders have offered five proposals related to ESG concerns for a vote at the meeting, one more than management has offered. The full proxy filing provides all the details.

Management proposals include the election of board members, appointment of an independent auditor, an advisory vote on executive compensation, and an advisory vote on the frequency of shareholder “say on pay” votes.

Here is a look at the five proposals being offered by Apple shareholders. Three are related to social policy issues and the other two seek changes in corporate governance. There are no proposals related to environmental issues on the agenda.

The first, identified as Proposal 5, requests that the board appoint a commission to audit Apple’s “impacts on civil rights and non-discrimination” and how the company’s actions on those issues affect Apple’s business. The proposal is sponsored by the National Center for Public Policy Research, a self-described conservation organization that supports a strong national defense and is “dedicated to providing free market solutions to today’s public policy problems.” Apple recommends that shareholders vote against this proposal because, among other things, it is already conducting such an audit.
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Proposal 6 requests that Apple prepare an annual report on the “nature and extent to which corporate operations depend on, and are vulnerable to, Communist China, which is a serial human rights violator, a geopolitical threat, and an adversary to the United States.” The proposal is sponsored by the National Legal and Policy Center, a corporate ethics watchdog that has sought the removal of former U.S. Vice President Al Gore from Apple’s board. Apple also recommends a vote against this proposal with the comment that current SEC filings and other voluntary reports already provide this information.

Proposal 7, sponsored by Nia Impact Capital, seeks adoption of a policy that would require the board to appoint one of its members to discuss with proponents any shareholder proposal that attracts a majority of non-insider shares voted. Apple recommends a vote against this proposal.
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Proposal 8 requests that Apple prepare an annual report on median pay gaps “across race and gender, including associated policy, reputational, competitive, and operational risks, and risks related to recruiting and retaining diverse talent.” The proposal is sponsored by Arjuna Capital, an investment management firm seeking to give investors “competitive financial returns while promoting a more vibrant economy, a healthier environment, and a more just society.” Apple also opposes this proposal, claiming, among other reasons, it already has a “comprehensive approach to pay equity and diverse representation at every level of the Company.”
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Proposal 9 seeks a change to Apple’s bylaws “for the purpose of increasing the number of nominees” who may be nominated to the company’s board by shareholders. According to the proposal, put forward by James McRitchie of CorpGov.net, Apple caps the number of shareholder nominees to 20% of the serving directors or two, whichever is greater. Because Apple has nine board members and rounds down the percentage, Apple shareholders are limited to just one nominee. Apple recommends shareholders vote against this proposal.