7. Shareholder proxy access amendments -- rejected
Shareholder James McRitchie wanted Apple to amend its proxy access for director nominations bylaw to allow shareholders to nominate two directors on the company's board.
Apple, however, argued that its existing proxy access framework strikes "the right balance between promoting shareholder nomination rights and protecting the interests of shareholders."
8. Executive compensation reform -- rejected
Shareholder Jing Zhao proposed that Apple use "multiple outside independent experts or resources from the general public to reform its executive compensation principles and practices."
He argued that the Compensation Committee is clearly not doing a good job given that the CFO, the Retail and Online Stores SVP, the Internet Software and Services SVP, the Hardware Engineering SVP and the Secretary all have almost exactly the same compensation plans (as noted in proposal 3). The committee should be able to "differentiate the contributions" of the different roles, he argued.
Apple responded that its similar internal pay equity among executives is because of the company's "team-based approach" to its executive compensation program. This proposal would not help shareholders, is unnecessary and is "not consistent with market practice," Apple wrote.
9. Requirement for executives to retain significant stock -- rejected
The last shareholder proposal came from Kenneth Steiner who said that requiring senior executives to retain a significant portion of stock they got through executive pay plans until they reach the normal retirement age of at least 60 would "focus our executives on our company's long-term success." He recommended a share retention percentage requirement of 75% of net after-tax shares.
Apple argued that its existing executive compensation program already encourages leadership to focus on the long-term success of the company. Cook is expected to own shares of Apple common stock that have a value of ten times his base salary, the company pointed out.