UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. )

Filed by the Registrant

Filed by a Party other than the Registrant

Check the appropriate box:
	Preliminary Proxy Statement
	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
	Definitive Proxy Statement
	Definitive Additional Materials
	Soliciting Material under §240.14a-12

Apple Inc.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):
	No fee required.
	Fee paid previously with preliminary materials.
	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

Attending the Annual Meeting

We are pleased to welcome shareholders to the 2024 Annual Meeting, to be held virtually on February 28, 2024, at 9:00 A.M. Pacific Time.

To attend, vote, and submit questions during the Annual Meeting visit www.virtualshareholdermeeting.com/AAPL2024 and enter the control number included in your Notice of Internet Availability of Proxy Materials, voting instruction form, or proxy card. Online access to the webcast will open approximately 15 minutes prior to the start of the Annual Meeting. Attendance at the Annual Meeting is subject to capacity limits set by the virtual meeting platform provider. To submit questions in advance of the Annual Meeting, visit proxyvote.com before 8:59 P.M. Pacific Time on February 27, 2024, and enter your control number.

Your vote is important to us. Even if you plan on attending the Annual Meeting, we encourage you to vote your shares in advance to ensure that your vote will be represented at the Annual Meeting. To vote in advance online, visit proxyvote.com and enter the control number included in your Notice of Internet Availability of Proxy Materials, or, if you requested printed copies of the proxy materials, you may vote by phone or by mail. For more detailed information, see the section entitled “Voting Procedures” beginning on page 109 of the Proxy Statement.

In the Proxy Statement, the terms “Apple,” “we,” “our,” and “Company” refer to Apple Inc. Information presented in the Proxy Statement is based on Apple’s fiscal calendar, other than references to particular years in connection with our shareholder engagement program, in the biographical information about our directors and executive officers, and the opposition statements to the shareholder proposals, which refer to calendar years. The Proxy Statement includes website addresses and references to additional materials found on those websites, as well as references to our Civil Rights Assessment and Workers’ Rights Assessment. These websites, materials and our Civil Rights Assessment and Workers’ Rights Assessment are not incorporated by reference into the Proxy Statement or in any other Securities and Exchange Commission filing we make under the Securities Exchange Act of 1934, as amended.

This document includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding our environmental, social, and governance goals, commitments, and strategies, and our executive compensation program. These statements involve risks and uncertainties. Actual results could differ materially from any future results expressed or implied by the forward-looking statements for a variety of reasons, including due to the risks, uncertainties, and other important factors that are discussed in our most recently filed periodic reports on Form 10-K and Form 10-Q and subsequent Securities and Exchange Commission filings. We assume no obligation to update any forward-looking statements, which speak only as of the date they are made.

These materials were first sent or made available to shareholders on January 11, 2024.

Table of Contents

Notice of 2024 Annual Meeting of Shareholders	5
Message from our Chief Executive Officer	8
Apple Values	9
Proxy Statement Summary	11
2023 Business Highlights	12
Executive Compensation	13
Nominees to Apple’s Board of Directors	14
Shareholder Engagement	15
Voting Matters and Vote Recommendations	16
Corporate Governance	19
Our Corporate Governance Framework	20
Role of the Board of Directors	21
Board Independence	21
Board and Committee Structure	21
Board Oversight	23
Board Meetings and Attendance	26
Annual Board and Committee Self-Evaluations	26
Related Party Policy and Transactions	26
Business Conduct Policy	27
Communications with the Board	27
Directors	29
Board Composition and Refreshment	30
Nominees for Election	32
Compensation of Directors	38
Executive Officers	41
Executive Compensation	43
Message from the People and Compensation Committee	45
Compensation Discussion and Analysis	46
People and Compensation Committee Report	61
Executive Compensation Tables	62
Management Proposals	73
Proposal No. 1 - Election of Directors	74
Proposal No. 2 - Ratification of Appointment of Independent Registered Public Accounting Firm	75
Proposal No. 3 - Advisory Vote to Approve Executive Compensation	77

Back to Contents

Shareholder Proposals	79
Shareholder Proposals	80
Identification of Proponents	82
Vote Required	82
Proposal No. 4 - EEO Policy Risk Report	83
Proposal No. 5 - Report on Ensuring Respect for Civil Liberties	86
Proposal No. 6 - Racial and Gender Pay Gaps	89

SEC Form DEF 14A filed by Apple Inc.