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TechApple

It’s Now Easier to Get on Apple’s Board of Directors

By
Don Reisinger
Don Reisinger
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By
Don Reisinger
Don Reisinger
Down Arrow Button Icon
December 23, 2015, 10:21 AM ET
Photograph by Andrew Burton

Getting onto Apple’s board of directors just became a bit easier—kinda.

Apple (AAPL) on Tuesday filed a document with the Securities and Exchange Commission (SEC), saying that it has changed its bylaws to allow for proxy access to its board. Proxy access will now allow a single shareholder, or up to 20 shareholders, who have owned at least 3% of the company’s shares for a period of three years, to nominate a prospective board member.

Proxy access is designed to give smaller shareholders more power. Most public companies have a nominating and governance committee that selects nominees for the board ballot. Shareholders then vote for board members based on what they’ve been presented. Proxy access provides the opportunity for shareholders, in addition to the nominating and governance committee, to find suitable board members.

Proxy access has only recently come into vogue, according to Institutional Shareholder Services (ISS), which attempts to give smaller shareholders a bit more power in corporate governance. The company notes in a posting to its site that the “Proxy Access Era kicked off in a big way in 2015.” ISS added that over 100 proposals for public companies to provide proxy access had been submitted, and says that nearly 10% of the companies on the S&P 500 have at least committed to proxy access.

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For Apple, adding proxy access could technically make it easier for shareholders who otherwise wouldn’t have a say in the matter to find people they want to join the board. However, Apple was quick to note that the number of people allowed to be appointed cannot exceed 20% of its board. With eight people on its board now, including Genentech Chairman Arthur Levinson, former vice president Al Gore, and Walt Disney (DIS) chairman and CEO Bob Iger, that would mean only one proxy access nominee could make it to that inner circle.

In an interview with the Wall Street Journal, James McRitchie, a corporate-governance proponent, spoke out against Apple’s 20% limit, saying that “one person on a board could be silenced,” effectively giving the person no power to speak on behalf of shareholders. Still, he acknowledged that the chances of shareholders utilizing proxy access in the near-term are slim.

WATCH: For more on Apple’s executives, check out the following Fortune video:

Apple did not immediately respond to a request for comment.

About the Author
By Don Reisinger
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