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The
new bylaws disclosed in a securities filing late on Thursday
dealt with the mechanics of "proxy access," the sometimes
controversial process allowing outside investors to nominate
their own candidates to a company's board.
Just how much influence to give such investors has been a hot
topic with the rise of activist shareholders who some executives
fear may not have long-term corporate interests at heart. At
Apple, this debate played out several years ago when billionaire
activist investor Carl Icahn successfully urged an increase in
share buybacks.
Apple, the world's highest-valued publicly traded company, moved
last year to allow a group of up to 20 shareholders owning at
least 3 percent of its stock to include their own director
candidates, constituting up to 20 percent of the board, in its
proxy materials.
Thursday's filing said shareholders also could re-nominate a
director candidate regardless of the level of support he or she
had won in earlier elections. Previously, shareholders were
prohibited from re-nominating candidates who had gotten less
than 25 percent at either of the company's last two annual
meetings.
Apple also extended a procedural deadline for nominating
shareholders and director candidates, and it limited its board's
direction to unilaterally interpret certain provisions,
according to the filing.
An Apple representative said the company would not comment
beyond the filing.
Independent shareholder James McRitchie, who has pressed Apple
to grant more proxy access rights, said the changes were
welcome, especially on the re-nomination question. But he said
Apple failed to address two of his other, larger concerns.
McRitchie said in a telephone interview that he would prefer
there be no limit to the number of investors needed to reach the
3 percent threshold for nominating a director and that the board
should change its terms to allow investors to nominate up to two
directors to its eight-member board, up from one currently.
Both ideas, along with a request to do away with the limits on
re-nominations, are in a shareholder proposal McRitchie
submitted to the company for a vote at its next annual meeting,
expected early next year.
The U.S. Securities and Exchange Commission in October rejected
a request by Apple to exclude the proposal. An agency lawyer
said officials were "unable to conclude" Apple's current
policies compare favorably with the activists' submission, as
the company had argued, according to correspondence on the SEC's
website.
McRitchie, who owns about 600 shares of Apple, said he might be
amenable to a compromise, but Apple has not spoken to him about
one.
"I'm a bug that's too small to register on their thick hide," he
said.
(Reporting by Ross Kerber in Boston and Stephen Nellis in San
Francisco; Editing by Lisa Von Ahn)
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