Notice of Exempt Solicitation. Definitive Material. (px14a6g)
Notice of Exempt Solicitation
Voluntary submission by James McRitchie, 9295 Yorkship Ct., Elk
Grove, CA 95758
Shareholder since 1999
Please vote for Proposal No. 4 before February 23
Stockholder Proposal: Shareholder Proxy Access Amendments
In 2002 I petitioned the SEC to allow proxy access proposals. It
took 8 years for the SEC to agree. In 2014, I presented a proxy
access proposal at Apple. The Board adopted a flawed proxy access a
year later. Unfortunately, it only allows shareholders to nominate
one candidate, not “20% or 2, whichever is greater.” That’s the
industry standard. It takes two directors to ensure a
discussion at a Board meeting, one to move an item, the other to
second it. That’s why the standard is 2.
Apple says its provisions are “well within the mainstream.” Yet,
Arch Coal is the only company I could find that allows only one
nominee. Are they mainstream? No!
Apple says “special interests” could disrupt the board if they
allow for two candidates. Why is Apple so much more vulnerable to
disruption than Adobe, AES, AutoZone, or hundreds of others?
86% of companies with proxy access allow shareholders to
nominate at least 2 directors. 14% have a standard like
Apple. BUT, those companies, such as Amazon, have
boards of 10 or more, so 20% still yields at least 2
We have directors, our representatives, who have served for more
than 18 years. Maybe they just aren’t open to new ideas. Think
of an upcoming election where you nominate two
candidates and the 8 Board members nominate
themselves. Wouldn’t you like options? Real proxy access
creates a more competitive environment for directors. That
increases the value of your shares. Vote FOR Proposal No.
4, Shareholder Proxy Access Amendments.
Written materials are submitted pursuant to Rule 14a-6(g)(1)
promulgated under the Securities Exchange Act of 1934.*
*Submission is not required of this filer under the terms of the
Rule, but is made voluntarily in the interest of public disclosure
and consideration of these important issues.
This is not a solicitation of authority to vote your proxy.
Please DO NOT send me your proxy card; the shareholder is not able
to vote your proxies, nor does this communication contemplate such
an event. Vote by following the procedural instructions
provided in the proxy materials.