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Institutional Shareholder Services ("ISS"), August 9, 2007 blog



Thursday, August 09, 2007


Investors Protest Apple’s Past Option Grants
Submitted by: L. Reed Walton, Staff Writer, and Ted Allen, Director of Publications

This week, Apple finally released the full vote results from its annual meeting in May. The results show that shareholders withheld between 23 and 36.8 percent of their votes from six directors in an apparent protest over the computer company’s past stock-option practices.

Cornish Hitchcock, an attorney for the Amalgamated Bank’s LongView fund, which filed an options reform proposal at Apple, said the significant withhold votes were a “surprise” because institutional investors didn’t wage a public “vote no” campaign.

"The vote is a wake-up call to the board to do its job," Hitchcock told Governance Weekly.

The significant withhold vote also is notable because the Cupertino, California-based company’s shares have soared 95 percent in the past three years. In 2006, every board member was elected with more than 97 percent support.

Apple is one of more than 220 companies that have disclosed internal or federal probes in the timing of past option grants. A 2006 special board committee investigation concluded that more than 42,000 grants between 1997 and 2002, including a grant of 7.5 million options to CEO Steve Jobs, were backdated. In December, the company announced a $105 million restatement to account for those options.

According to an Aug. 8 regulatory filing, compensation committee chairman William V. Campbell, former compensation committee member Arthur Levinson, and Jerome B. York, who helped conduct the special investigation, received 33.6 percent, 33.8 percent, and 36.8 percent opposition, respectively.

The special committee consisted of York, Eric Schmidt, and former U.S. Vice President Al Gore. Schmidt received a 23 percent negative vote, while Gore had 28 percent opposition.

York also served on the compensation committee in 2001 when Jobs’ options grants were approved. While York said he recused himself during the special committee discussions of the 2001 grants, his service on both committees may have contributed to the greater opposition that he received.

Investors withheld 23.9 percent of their votes from pay committee member Millard Drexler, while Jobs had 2.4 percent opposition.

Shareholders also expressed their concern over Apple’s compensation practices by giving significant support to three pay-related proposals. The LongView proposal, which asked the company to fix grant dates at the start of each fiscal year, received a 47.4 percent vote, even though the company plans to no longer issue options. A proposal asking for an annual advisory vote on executive pay won 46.7 percent support, and a resolution requesting a pay-performance link earned a 38.4 percent vote.


Copyright © 2006 Institutional Shareholder Services




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