SEC Says Apple Must Allow Investors to Vote on Executive Pay Probe

November 1, 2016, 8:40 PM UTC
Apple Introduces New Products
CUPERTINO, CA - MARCH 21: Apple CEO Tim Cook speaks during an Apple special event at the Apple headquarters on March 21, 2016 in Cupertino, California. The company is expected to update its iPhone and iPad lines, and introduce new bands for the Apple Watch. (Photo by Justin Sullivan/Getty Images)
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Think Tim Cook is paid too much?

Apple investors may now have a chance to change that. In an Oct. 26 letter, The Securities and Exchange Commission said that Apple could not exclude a vote on whether the company should hire multiple outside experts to reform its executive compensation practices from its annual proxy. That proposal was submitted to Apple by an investor, Jing Zhao.

The SEC’s decision comes at a time when more investors are seeking to better align their company’s executive compensation to the firm’s performance. For example, Shire CEO Flemming Ornskov saw 49% of his investors oppose his 422% pay raise in April to $21.6 million.

Similarly for Apple, backk in 2013, nearly a third of Apple shareholders refused to support Cook’s 51% pay raise, which seemed out of line with the company’s poor performance at the time. Though Apple promised to tie the CEO’s pay more closely to his performance, Cook still earned $30 million while the stock shed 5% for the 12 months ending in August thanks to an interesting compensation policy.

But that same complaint surge again during Apple’s next annual meeting. Over the past 12 months, shares of Apple have fallen 8% amid weaknesses in iPhone sales and softer demand from the Chinese market. The S&P 500 has remained relatively flat in the same period.

Zhao first submitted the proposal in a June 13 letter to Apple, arguing that while many executive positions fulfilled vastly different functions, each person’s compensation was the same.

“What is use of the Compensation Committee when it could not differentiate the contribution of the tremendously different functions of the CFO, the Retail and Online Stores SVP, the Internet Software and Services SVP, the Hardware Engineering SVP and the Secretary of our company? ” he wrote.


Zhao’s reasons for submitting the proposal though are broader than Apple’s performance.

“The American CEO is overpaid, and it has a negative effect on American financial stability,” he told Fortune.

The investor, the president of a small think tank called Comparative Policy Research Institute, has long focused on corporate social responsibility. In his say-on-pay proposal to Apple, Zhao cited passages from Thomas Piketty’s Capital in the Twenty-First Century.

“There is absolutely no doubt that the increase of inequality in the United States contributed to the nation’s financial instability,” Zhao quoted. “Because it is objectively difficult to measure individual contributions to a firm’s output, top managers found it relatively easy to persuade boards and stockholders that they were worth the money, especially since the members of compensation committees were often chosen in a rather incestuous manner.”

Apple initially tried to exclude the say-on-pay proposal from its annual proxy filing. In an Oct. 7 letter, it argued that the proposal to hire outside consultants was too vague, and failed to define “outside independent experts.” But the SEC disagreed.

Zhao has held at least 30 shares of Apple continuously from June 2014 until June 2016.


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