Proxy Statement - Fortune

Feb 23, 2012 - Apple Inc. (the “Company”) has made these materials available to you on the ... The Annual Meeting will be held in Building 4 of the Company's ...
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APPLE INC. 1 Infinite Loop Cupertino, California 95014 NOTICE OF 2013 ANNUAL MEETING OF SHAREHOLDERS February 27, 2013 9:00 a.m. Pacific Standard Time To the shareholders of Apple Inc.: Notice is hereby given that the 2013 annual meeting of shareholders (the “Annual Meeting”) of Apple Inc., a California corporation (the “Company”), will be held on Wednesday, February 27, 2013 at 9:00 a.m. Pacific Standard Time, in Building 4 of the Company’s principal executive offices located at the address shown above for the following purposes, as more fully described in the accompanying proxy statement (the “Proxy Statement”): 1.

To elect the Company’s Board of Directors (the “Board”). The Board intends to present for election the following eight nominees: William Campbell, Timothy Cook, Millard Drexler, Al Gore, Robert Iger, Andrea Jung, Arthur Levinson, and Ronald Sugar;

2.

To amend the Company’s Restated Articles of Incorporation to (i) eliminate certain language relating to the term of office of directors in order to facilitate the adoption of majority voting for the election of directors, (ii) eliminate “blank check” preferred stock, (iii) establish a par value for the Company’s common stock of $0.00001 per share and (iv) make other conforming changes as described in more detail in the Proxy Statement;

3.

To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2013;

4.

To vote on a non-binding advisory resolution to approve executive compensation;

5.

To consider two shareholder proposals, if properly presented at the Annual Meeting; and

6.

To transact such other business as may properly come before the Annual Meeting and any postponement(s) or adjournment(s) thereof.

Only shareholders of record as of the close of business on January 2, 2013 are entitled to receive notice of, to attend, and to vote at, the Annual Meeting. The Company is pleased to continue utilizing the Securities and Exchange Commission rules that allow issuers to furnish proxy materials to their shareholders on the Internet. The Company believes these rules allow it to provide you with the information you need while lowering the costs of delivery and reducing the environmental impact of the Annual Meeting. You are cordially invited to attend the Annual Meeting in person. To ensure that your vote is counted at the Annual Meeting, however, please vote as promptly as possible. Sincerely, /S/ BRUCE SEWELL Bruce Sewell Senior Vice President, General Counsel and Secretary Cupertino, California January 7, 2013

APPLE INC. 1 Infinite Loop Cupertino, California 95014 PROXY STATEMENT FOR 2013 ANNUAL MEETING OF SHAREHOLDERS GENERAL INFORMATION Why am I receiving these materials? Apple Inc. (the “Company”) has made these materials available to you on the Internet or, upon your request, has delivered printed versions of these materials to you by mail, in connection with the Company’s solicitation of proxies for use at the 2013 annual meeting of shareholders (the “Annual Meeting”) to be held on Wednesday, February 27, 2013 at 9:00 a.m. Pacific Standard Time, and at any postponement(s) or adjournment(s) thereof. These materials were first sent or made available to shareholders on January 7, 2013. You are invited to attend the Annual Meeting and are requested to vote on the proposals described in this proxy statement (the “Proxy Statement”). The Annual Meeting will be held in Building 4 of the Company’s principal executive offices located at the address shown above. What is included in these materials? These materials include: •

This Proxy Statement for the Annual Meeting; and



The Company’s Annual Report on Form 10-K for the year ended September 29, 2012, as filed with the Securities and Exchange Commission (the “SEC”) on October 31, 2012 (the “Annual Report”).

If you requested printed versions by mail