Apple this week informed the SEC that it had miscounted the shareholder votes on the ‘Say on Pay’ referendum at the February 25th shareholder meeting. The referendum was intended to let shareholders weigh in on policies regarding executive pay and compensation. The mistake was apparently made because Apple recorded the Abstentions as "No" votes.
After the recount, a majority of votes had been cast in favor of the excitingly-named "Shareholder Proposal No. 5 Regarding Advisory Vote on Compensation". Apple chalked the problem up to human error.
CUPERTINO, California—April 27, 2009—Apple® today filed an amendment to correct the Form 10-Q it submitted to the Securities and Exchange Commission on Thursday, April 23. Last week’s filing incorrectly reported the voting percentages for shareholder-submitted proposals because abstentions were counted as “No” votes. Very shortly after the original filing, the company learned that these votes had been incorrectly tallied and an internal investigation confirmed the mistake was due to human error, which Apple regrets. Today’s amendment correctly reports the voting results.
As a result of the corrected vote count, Shareholder Proposal No. 5 Regarding Advisory Vote on Compensation, known as “Say on Pay,” was approved with a majority of votes cast. The Compensation Committee of Apple’s Board of Directors has been closely following the Say on Pay issue, and anticipates that new laws or regulations will require some form of Say on Pay vote at all public companies in the near future. Even if that does not occur, Apple is committed to implementing an advisory Say on Pay vote next year.