February 23, 2011
External Affairs Branch
Patricia K. Macht, Director
Brad Pacheco, Chief, Office of Public Affairs
Contact: Clark McKinley, Information Officer
Apple Shareowners Back CalPERS Proposal for Majority Vote Rule in Board Director Elections
SACRAMENTO, CA –Apple Inc. shareowners today supported a proposal by the California Public Employees' Retirement System (CalPERS) that advises the company to adopt a majority vote standard for board candidates in uncontested elections.
Proposal 6 at the computer company's annual shareowners' meeting in Cupertino, California today asked Apple to require a majority of shares to replace the current plurality vote standard for election of unopposed board candidates. The company confirmed that the proposal passed.
"As a company that thrives on innovation, Apple should have the best governance practices possible," said Anne Simpson, the Senior Portfolio Manager who heads the CalPERS corporate governance program. "Good boards have nothing to fear in acknowledging a fundamental right of shareowner democracy to elect directors by a majority vote."
The current plurality vote rule allows shareowners who oppose candidates only to withhold votes, making it possible for election of an unopposed candidate by a single "for" vote.
Apple opposed the CalPERS proposal, but if it adopts it the Silicon Valley company will join an increasing number of companies that have embraced a majority vote threshold in board elections. Many companies in non-U.S. markets require ratification of director nominees by a majority vote.
"We're asking for an election, not a coronation of the board," Simpson said. "An election where you can be voted in without a majority is unworthy of a great company like Apple. We strongly urge Apple to make the change that its owners are requesting."
The CalPERS shareowner letter is posted on www.calpers-governance.org. CalPERS owns 2.6 million Apple shares and is the nation's largest public pension fund with approximately $230 billion in assets. It administers retirement benefits for more than 1.6 million active and retired State, public school and local public employees and their families. For more CalPERS information, visit www.calpers.ca.gov.