Apple's 2025 Proxy Statement Filed

Ticker: AAPL · Form: DEF 14A · Filed: Jan 10, 2025 · CIK: 320193

Apple Inc. DEF 14A Filing Summary
FieldDetail
CompanyApple Inc. (AAPL)
Form TypeDEF 14A
Filed DateJan 10, 2025
Risk Levellow
Pages15
Reading Time17 min
Key Dollar Amounts$391.0B, $123.2B, $115B, $50 m, $3
Sentimentneutral

Sentiment: neutral

Topics: proxy-statement, executive-compensation, corporate-governance

Related Tickers: AAPL

TL;DR

Apple filed its proxy statement, detailing exec pay & governance for FY25. Vote your shares!

AI Summary

Apple Inc. filed its DEF 14A proxy statement on January 10, 2025, for the fiscal year ending September 27, 2025. The filing details executive compensation, board of directors, and other corporate governance matters. Key figures related to stock awards granted to executives like Tim Cook and other non-employee directors are presented for fiscal years 2023-2024.

Why It Matters

This filing provides shareholders with crucial information regarding executive compensation and corporate governance, enabling informed voting decisions on company matters.

Risk Assessment

Risk Level: low — DEF 14A filings are routine disclosures and do not inherently represent new risks.

Key Numbers

  • 20250225 — Fiscal Year End (Reporting period for the proxy statement)
  • 20250110 — Filing Date (Date the DEF 14A was submitted to the SEC)

Key Players & Entities

  • Apple Inc. (company) — Filer
  • Tim Cook (person) — CEO and Executive
  • ONE APPLE PARK WAY (location) — Business and Mail Address

FAQ

What is the primary purpose of a DEF 14A filing?

A DEF 14A filing, or Definitive Proxy Statement, is used by companies to solicit proxies from shareholders for their annual or special meetings, providing detailed information on matters to be voted upon, including executive compensation, director elections, and other corporate governance issues.

Who is listed as a key executive in relation to stock awards?

Tim Cook is explicitly mentioned in relation to stock awards, indicated by entries like 'aapl:CookMember'.

What is Apple Inc.'s standard industrial classification?

Apple Inc.'s Standard Industrial Classification is ELECTRONIC COMPUTERS [3571].

When did Apple Inc. change its name from Apple Computer Inc.?

Apple Inc. changed its name from Apple Computer Inc. on 19970808.

What is the business phone number for Apple Inc.?

The business phone number for Apple Inc. is (408) 996-1010.

Filing Stats: 4,374 words · 17 min read · ~15 pages · Grade level 15.9 · Accepted 2025-01-10 16:31:18

Key Financial Figures

  • $391.0B — ligence. Net Sales +2% Y/Y Growth $391.0B Operating Income +8% Y/Y Growth $
  • $123.2B — B Operating Income +8% Y/Y Growth $123.2B Total Shareholder Return Through Se
  • $115B — mber from four years ago Returned over $115B to shareholders Introduced strongest l
  • $50 m — ok's long-term equity award for 2024 to $50 million, maintaining Mr. Cook's total tar
  • $3 — market capitalization grew by more than $3 trillion. Cumulative TSR, includes re

Filing Documents

Business

Business Conduct Policy 23 Communications with the Board 23 Directors 25 Board Composition and Refreshment 26 Nominees for Election 28 Compensation of Directors 34 Executive Officers 37

Executive Compensation

Executive Compensation 39 Message from the People and Compensation Committee 41 Compensation Discussion and Analysis 42 People and Compensation Committee Report 55 Executive Compensation Tables 56 Management Proposals 67 Proposal No. 1 - Election of Directors 68 Proposal No. 2 - Ratification of Appointment of Independent Registered Public Accounting Firm 69 Proposal No. 3 - Advisory Vote to Approve Executive Compensation 71 Shareholder Proposals 73 Shareholder Proposals 74 Identification of Proponents 76 Vote Required 76 Proposal No. 4 - Report on Ethical AI Data Acquisition and Usage 77 Proposal No. 5 - Report on Costs and Benefits of Child Sex Abuse Material-Identifying Software & User Privacy 81 Proposal No. 6 - Request to Cease DEI Efforts 85 Proposal No. 7 - Report on Charitable Giving 88 Other Information 93 Audit and Finance Committee Report 94 Security 95 Equity Compensation Plan Information 97 General Information 98 Back to Contents Notice of 2025 Annual Meeting of Shareholders Date and Time Virtual Meeting Site Who Can Vote February 25, 2025 8:00 A.M. Pacific Time www.virtualshareholdermeeting.com/AAPL2025 Shareholders of record at the close of business on January 2, 2025 Items of Business and Board Voting Recommendations 1 Election of Directors: Wanda Austin, Tim Cook, Alex Gorsky, Andrea Jung, Art Levinson, Monica Lozano, Ron Sugar, and Sue Wagner FOR each of the nominees 2 Ratification of Appointment of Independent Registered Public Accounting Firm FOR 3 Advisory Vote to Approve Executive Compensation FOR 4-7 Shareholder Proposals if properly presented AGAINST And other business as may properly come before the Annual Meeting and any postponements or adjournments thereof. Sincerely, Kate Adams Senior Vice President, General Counsel and Secretary Cupertino, California January 10, 2025

Executive Compensation

Executive Compensation 9 Nominees to Apple's Board of Directors 10 Shareholder Engagement 11 Progress Across our Values 12 Items of Business and Board Voting Recommendations 13 2025 Proxy Statement 7 Back to Contents Summary Governance Directors Compensation Proposals Other Information 2024 Business Highlights At Apple, across everything we do, we're always thinking about what comes next, the next great challenge, the next innovative idea, the next big breakthrough. In 2024, we continued to achieve strong financial results for our shareholders by innovating and delivering powerful new hardware and software features for our customers. And it has been an extraordinary year of innovation as we launched Apple Intelligence, a remarkable personal intelligence system that redefines privacy in generative artificial intelligence. Net Sales +2% Y/Y Growth $391.0B Operating Income +8% Y/Y Growth $123.2B Total Shareholder Return Through September 28, 2024, includes reinvestment of dividends Achievements and Milestones Business Highlights Products and Services Innovation Achieved all-time revenue record in Services, up 13% year-over-year Reached all-time revenue records in many emerging markets, including India, Latin America, the Middle East, and South Asia Delivered Company gross margin of 46.2%, an increase of 210 basis points year-over-year Reached new all-time highs in our installed base of over 2.2 billion total active devices across all major products and geographic segments Continued to grow our paid subscriptions to over 1 billion, more than double the number from four years ago Returned over $115B to shareholders Introduced strongest lineup of products ever, including our all-new iPhone 16 lineup, Apple Watch Series 10, and AirPods 4, and powerful new iPad Air, iPad Pro and Mac models Unveiled Apple Intelligence, a breakthrough personal intelligence system that puts powerful, private generative AI models at the

Executive Compensation

Executive Compensation Motivating and retaining an exceptional leadership team is a key factor of Apple's long-term success. We have a straightforward and effective executive compensation program that incorporates sound policies and best practices and delivers a majority of our named executive officers' compensation through incentives that are aligned with shareholder interests and Company performance. Aligned with Shareholder Interests and Company Performance 92% 2024 Say on Pay Approval Annual cash incentive opportunities are capped and have challenging performance goals tied to key measures of overall Company performance and profitability. Performance-based RSUs generally vest based on Apple's total shareholder return relative to companies in the S&P 500 over a three-year performance period. Shareholders have an opportunity to cast an advisory say on pay vote each year on the compensation of our named executive officers and indicated strong support for our executive compensation program at the 2024 Annual Meeting. Pay for Performance Our executive compensation program is designed to pay for performance and retain strong, values-driven leaders. We emphasize long-term performance and alignment between the interests of our named executive officers and those of our shareholders by significantly weighting the compensation of our named executive officers towards long-term equity awards. The People and Compensation Committee kept the same overall CEO compensation structure but increased the target value of Mr. Cook's long-term equity award for 2024 to $50 million, maintaining Mr. Cook's total target compensation between the 80th and 90th percentiles of target CEO pay at our primary peer companies. The equity awards Mr. Cook received during his tenure as CEO align with Apple's growth, success, and the tremendous value delivered to our shareholders under his leadership. Since Mr. Cook was promoted to CEO in 2011 and through the end of 2024, Apple's cumula

Business

Business Conduct Policy 23 Communications with the Board 23 2025 Proxy Statement 15 Back to Contents Summary Governance Directors Compensation Proposals Other Information Our Corporate Governance Framework Apple operates under a corporate governance framework designed to be a flexible working structure for principled actions, effective decision-making, and appropriate monitoring of both compliance and performance. Apple's key governance documents, including our Corporate Governance Guidelines, are available at investor.apple.com/leadership-and-governance . One share equals one vote We have a single class of shares with equal voting rights. Annual director elections All directors are elected annually for a one-year term. Majority voting We have a majority voting standard for uncontested elections of directors. Separation of Chair and CEO roles Our CEO is focused on managing Apple and our independent Chair drives accountability at the Board level. Stock We have robust stock ownership guidelines for our directors and executive officers. Shareholder engagement We have a comprehensive year-round shareholder engagement program. Access to management Our Board has significant interaction with senior management and access to other employees. Time commitment policy The Nominating and Corporate Governance Committee annually reviews each director's various time commitments. Financial expertise The Board has determined that each Audit and Finance Committee member qualifies as an "audit committee financial expert" as that term is defined under SEC rules. Continuing education Our Board regularly receives updates on ethics, compliance, and governance as well as emerging topics relevant to the evolving needs of the Company. Succession planning Our Board regularly reviews Board and executive succession planning. Executive sessions All quarterly Board and committee meetings include executive sessions during wh

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