Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
The Board of Directors (the “Board”) of
previously adopted, subject to shareholder approval, the
Employee Stock Plan (the “2022 Plan”).
Plan at the Company’s Annual Meeting of Shareholders held on
“Annual Meeting”).
Stock Plan (the “2014 Plan”) will terminate after the 2022 Plan is registered on
Form S-8. The 2022 Plan, which became effective upon shareholder approval,
permits the granting of stock options, stock appreciation rights, stock grants
and restricted stock units. Employees and consultants of
subsidiaries are eligible to participate in the 2022 Plan.
The maximum number of shares that may be issued or transferred pursuant to
awards under the 2022 Plan will equal:
• 510 million shares, plus
• the number of shares available for new award grants under the 2014 Plan
on the date of the Annual Meeting, plus
• the number of any shares subject to stock options granted under the 2014
Plan and outstanding as of the date of the Annual Meeting which expire or
terminate after the Annual Meeting, plus
• two times the number of shares subject to restricted stock units ("RSUs")
or restricted awards granted under the 2014 Plan that are outstanding as
of the date of the Annual Meeting that are forfeited or terminated or
with respect to which shares are withheld to satisfy tax withholding
obligations after the date of the Annual Meeting.
The maximum number of shares that may be issued or transferred pursuant to
awards under the 2022 Plan as a result of applying the share limit formula
described above will not exceed 1,274,374,682 shares.
Shares issued with respect to full-value awards (RSUs or restricted stock
awards) granted under the 2022 Plan are counted against the 2022 Plan’s
aggregate share limit as two shares for every one share actually issued in
connection with the full-value award. The 2022 Plan also includes other rules
for counting shares against the share limits.
The foregoing brief description is qualified in its entirety by the text of the
2022 Plan, a copy of which is filed as Exhibit 10.1 hereto and incorporated
herein by reference.
Grants under the 2022 Plan may be evidenced by entry into the Restricted Stock
Unit Award Agreement and the Performance Award Agreement under the 2022 Plan,
forms of which are filed as Exhibits 10.2 and 10.3 hereto and incorporated
herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Annual Meeting was held on
shareholders voted on the following ten proposals and cast their votes as
described below.
1. The individuals listed below were elected at the Annual Meeting to serve as
directors of Apple until the next annual meeting of shareholders and until
their successors are duly elected and qualified:
For Against Abstained Broker Non-Vote
James Bell 9,592,631,863 75,189,711 34,172,422 3,360,214,513
Tim Cook 9,504,951,515 179,216,057 17,826,424 3,360,214,513
Al Gore 8,868,389,175 794,210,797 39,394,024 3,360,214,513
Alex Gorsky 8,953,921,820 712,234,573 35,837,603 3,360,214,513
Andrea Jung 8,627,809,656 1,032,432,390 41,751,950 3,360,214,513
Art Levinson 8,971,086,986 696,491,723 34,415,287 3,360,214,513
Monica Lozano 9,598,142,509 69,997,728 33,853,759 3,360,214,513
Ron Sugar 8,614,503,163 1,050,063,179 37,427,654 3,360,214,513
Sue Wagner 9,345,991,079 313,316,460 42,686,457 3,360,214,513
2. A management proposal to ratify the appointment of
Apple 's independent registered public accounting firm for 2022 was approved. For Against Abstained 12,872,446,315 149,619,462 40,142,732
3. An advisory resolution to approve executive compensation was approved.
For Against Abstained Broker Non-Vote
6,211,599,020 3,435,137,681 55,257,295 3,360,214,513
——————————————————————————–
4. A management proposal to approve the 2022 Plan was approved.
For Against Abstained Broker Non-Vote
9,377,995,041 286,025,295 37,973,660 3,360,214,513
5. A shareholder proposal entitled "Reincorporate with Deeper Purpose" was not
approved.
For Against Abstained Broker Non-Vote
297,301,070 9,290,944,230 113,748,696 3,360,214,513
6. A shareholder proposal entitled “Transparency Reports” was not approved.
For Against Abstained Broker Non-Vote
3,042,933,417 6,545,878,624 113,181,955 3,360,214,513
7. A shareholder proposal entitled “Report on Forced Labor” was not approved.
For Against Abstained Broker Non-Vote
3,225,431,798 6,341,269,524 135,292,674 3,360,214,513
8. A shareholder proposal entitled “Pay Equity” was not approved.
For Against Abstained Broker Non-Vote
3,231,073,170 6,372,272,757 98,648,069 3,360,214,513
9. A shareholder proposal entitled “Civil Rights Audit” was approved.
For Against Abstained Broker Non-Vote
5,125,278,012 4,445,469,491 131,246,493 3,360,214,513
10. A shareholder proposal entitled “Report on Concealment Clauses” was approved.
For Against Abstained Broker Non-Vote
4,784,964,717 4,777,582,306 139,446,973 3,360,214,513
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
10.1 2022 Employee Stock Plan.
10.2 Form of Restricted Stock Unit Award Agreement under 2022 Employee
Stock Plan effective as of March 4, 2022 .
10.3 Form of Performance Award Agreement under 2022 Employee Stock Plan
effective as of March 4, 2022 .
104 Inline XBRL for the cover page of this Current Report on Form 8-K.
——————————————————————————–
© Edgar Online, source
–
