Apple Inc.- DEF14A

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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.

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Attending the Annual Meeting

We are pleased to welcome shareholders to the 2025 Annual Meeting, to be held virtually on February 25, 2025, at 8:00 A.M. Pacific Time.

To attend, vote, and submit questions during the Annual Meeting, visit www.virtualshareholdermeeting.com/AAPL2025 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 24, 2025, and enter your control number.

Your vote is important to us. We encourage you to vote your shares in advance to ensure that your vote will be represented at the Annual Meeting. You may vote online, as well as by telephone, or, if you requested to receive printed proxy materials, by mailing a proxy or voting instruction form. For more detailed information, see the section entitled “Voting Procedures” beginning on page 101 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. These websites and materials 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 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 10, 2025.

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Table of Contents

Notice of 2025 Annual Meeting of Shareholders	3
Message from our Chief Executive Officer	5
Proxy Statement Summary	7
2024 Business Highlights	8
Executive Compensation	9
Nominees to Apple’s Board of Directors	10
Shareholder Engagement	11
Progress Across our Values	12
Items of Business and Board Voting Recommendations	13
Corporate Governance	15
Our Corporate Governance Framework	16
Role of the Board of Directors	17
Board Independence	17
Board and Committee Structure	17
Board Oversight	19
Board Meetings and Attendance	22
Annual Board and Committee Self-Evaluations	22
Related Party Policy and Transactions	22
Business Conduct Policy	23
Communications with the Board	23
Directors	25
Board Composition and Refreshment	26
Nominees for Election	28
Compensation of Directors	34
Executive Officers	37

Executive Compensation	39
Message from the People and Compensation Committee	41
Compensation Discussion and Analysis	42
People and Compensation Committee Report	55
Executive Compensation Tables	56
Management Proposals	67
Proposal No. 1 - Election of Directors	68
Proposal No. 2 - Ratification of Appointment of Independent Registered Public Accounting Firm	69
Proposal No. 3 - Advisory Vote to Approve Executive Compensation	71
Shareholder Proposals	73
Shareholder Proposals	74
Identification of Proponents	76
Vote Required	76
Proposal No. 4 - Report on Ethical AI Data Acquisition and Usage	77
Proposal No. 5 - Report on Costs and Benefits of Child Sex Abuse Material-Identifying Software & User Privacy	81
Proposal No. 6 - Request to Cease DEI Efforts	85
Proposal No. 7 - Report on Charitable Giving	88
Other Information	93
Audit and Finance Committee Report	94
Security Ownership of Certain Beneficial Owners and Management	95
Equity Compensation Plan Information	97
General Information	98

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Notice of 2025 Annual Meeting
of Shareholders

Date and Time		Virtual Meeting Site		Who Can Vote
February 25, 2025 8:00 A.M. Pacific Time		www.virtualshareholdermeeting.com/AAPL2025		Shareholders of record at the close of business on January 2, 2025

Items of Business and Board Voting Recommendations

1	Election of Directors: Wanda Austin, Tim Cook, Alex Gorsky, Andrea Jung, Art Levinson, Monica Lozano, Ron Sugar, and Sue Wagner	FOR each of the nominees
2	Ratification of Appointment of Independent Registered Public Accounting Firm	FOR
3	Advisory Vote to Approve Executive Compensation	FOR
4-7	Shareholder Proposals if properly presented	AGAINST

And other business as may properly come before the Annual Meeting and any postponements or adjournments thereof.

Sincerely,

Kate Adams

Senior Vice President,
General Counsel and Secretary
Cupertino, California
January 10, 2025

Important notice regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be held on February 25, 2025. The Notice of Meeting, Proxy Statement, and Annual Report on Form 10-K are available free of charge at proxyvote.com and at investor.apple.com.

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“This is an exciting time at Apple — one
defined by innovation and the profound impact
our technology can have on people’s lives.”

- Tim Cook, CEO

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Message from our
Chief Executive Officer

To our shareholders,

This is an exciting time at Apple — one defined by innovation and the profound impact our technology can have on people’s lives.

Last year, we launched a new era with our first products built from the ground-up for Apple Intelligence — which brings together personal context with powerful generative models to deliver intelligence that’s relevant and useful to you. Apple Intelligence is deeply integrated across our products, encompassing so many capabilities that make your technology even more responsive and helpful. And it sets a new standard for privacy in AI by extending on-device protections into the cloud with Private Cloud Compute.

Profound technologies like these wouldn’t be possible without the breakthroughs we’ve made in Apple silicon, which have brought unprecedented power and performance to iPad, Mac, iPhone, and the other products we make. We also continue to provide standout services that enrich our users’ everyday lives — from the convenience of Apple Pay, to the incredible listening experience of Apple Music, to the outstanding, award-winning movies and shows on Apple TV+. And our Retail teams continue to help our customers experience all this and more at Apple stores around the world.

As always, I am especially proud of how teams at Apple bring together groundbreaking innovations with the values that guide our work. We’ve continued to lead the way in creating technology that is accessible and empowering, and that protects everyone’s privacy. And we’ve unlocked so many ways for our products to help people, including when it comes to their health.

A Hearing Test and a personalized Hearing Aid feature are now available on AirPods Pro 2, offering tools that can help the approximately 1.5 billion people with hearing loss learn about their hearing health and get the assistive support they need. Meanwhile, Apple Watch can help our users detect signs of sleep apnea, which, when left untreated, can have serious health consequences. And to help people stay safe, Emergency SOS on iPhone can help users reach their loved ones, or emergency services, when they are off the grid — even if a disaster knocks out their cell network.

We’ve also continued to reduce our environmental impact with innovations across our latest products, like the Mac mini — our first carbon neutral Mac. That has brought us closer than ever to Apple 2030 — our goal to be carbon neutral across our supply chain and the use of our customers’ devices by the end of the decade.

With progress like this, it’s worth reflecting on all we’ve achieved for our customers. And with that in mind, I’d like to invite you to this year’s annual shareholder meeting on February 25, 2025. On behalf of all of us at Apple, thank you for your engagement and your confidence in our company.

Today, we’ve never been more optimistic about the impact great innovations can have on people’s lives. And with a fresh sense of purpose and possibility, we’ll continue to innovate because we believe that our best work is still ahead of us.

Tim Cook

Summary

Proxy
Statement
Summary


2024 Business Highlights	8
Executive Compensation	9
Nominees to Apple’s Board of Directors	10
Shareholder Engagement	11
Progress Across our Values	12
Items of Business and Board Voting Recommendations	13


2025 Proxy Statement	7

Summary

2024 Business Highlights

At Apple, across everything we do, we’re always thinking about what comes next, the next great challenge, the next innovative idea, the next big breakthrough. In 2024, we continued to achieve strong financial results for our shareholders by innovating and delivering powerful new hardware and software features for our customers. And it has been an extraordinary year of innovation as we launched Apple Intelligence, a remarkable personal intelligence system that redefines privacy in generative artificial intelligence.

Net Sales

+2% Y/Y Growth

$391.0B

Operating Income

+8% Y/Y Growth

$123.2B

Total Shareholder Return

Through September 28, 2024, includes reinvestment of dividends

Achievements and Milestones


Business Highlights		Products and Services Innovation
● Achieved all-time revenue record in Services, up 13% year-over-year ● Reached all-time revenue records in many emerging markets, including India, Latin America, the Middle East, and South Asia ● Delivered Company gross margin of 46.2%, an increase of 210 basis points year-over-year ● Reached new all-time highs in our installed base of over 2.2 billion total active devices across all major products and geographic segments ● Continued to grow our paid subscriptions to over 1 billion, more than double the number from four years ago ● Returned over $115B to shareholders		● Introduced strongest lineup of products ever, including our all-new iPhone 16 lineup, Apple Watch Series 10, and AirPods 4, and powerful new iPad Air, iPad Pro and Mac models ● Unveiled Apple Intelligence, a breakthrough personal intelligence system that puts powerful, private generative AI models at the core of our devices ● Created Private Cloud Compute, a new frontier for AI privacy in the cloud ● Delivered groundbreaking health features, including Sleep Apnea notifications for Apple Watch and revolutionary end-to-end hearing health capabilities for AirPods Pro 2 ● Released Apple Vision Pro, a revolutionary spatial computer now available in thirteen markets ● Advanced the industry-leading performance and power efficiency of Apple silicon


2025 Proxy Statement	8

Summary

Executive Compensation

Motivating and retaining an exceptional leadership team is a key factor of Apple’s long-term success. We have a straightforward and effective executive compensation program that incorporates sound policies and best practices and delivers a majority of our named executive officers’ compensation through incentives that are aligned with shareholder interests and Company performance.

Aligned with Shareholder Interests and Company Performance

92%

2024 Say on Pay Approval

●

Annual cash incentive opportunities are capped and have challenging performance goals tied to key measures of overall Company performance and profitability.

●

Performance-based RSUs generally vest based on Apple’s total shareholder return relative to companies in the S&P 500 over a three-year performance period.

●

Shareholders have an opportunity to cast an advisory say on pay vote each year on the compensation of our named executive officers and indicated strong support for our executive compensation program at the 2024 Annual Meeting.

Pay for Performance
Our executive compensation program is designed to pay for performance and retain strong, values-driven leaders. We emphasize long-term performance and alignment between the interests of our named executive officers and those of our shareholders by significantly weighting the compensation of our named executive officers towards long-term equity awards.
The People and Compensation Committee kept the same overall CEO compensation structure but increased the target value of Mr. Cook’s long-term equity award for 2024 to $50 million, maintaining Mr. Cook’s total target compensation between the 80th and 90th percentiles of target CEO pay at our primary peer companies. The equity awards Mr. Cook received during his tenure as CEO align with Apple’s growth, success, and the tremendous value delivered to our shareholders under his leadership. Since Mr. Cook was promoted to CEO in 2011 and through the end of 2024, Apple’s cumulative TSR increased approximately 1,908%, significantly outpacing the S&P 500, and Apple’s market capitalization grew by more than $3 trillion.	Cumulative TSR, includes reinvestment of dividends

For more information on our executive compensation program and the 2024 compensation of our named executive officers, see the section entitled “Compensation Discussion and Analysis” beginning on page 42.

2025 Proxy Statement

Summary

Nominees to Apple’s Board of Directors

Apple is overseen by directors with diverse skills and experiences to address the Company’s evolving needs and represent the best interests of Apple’s shareholders. Below are the nominees for election at our Annual Meeting.

Name	Occupation	Independent	Age	Director Since	Audit Committee	People and Compensation Committee	Nominating Committee
Art Levinson Board Chair	Founder and CEO, Calico		74	2000		●
Tim Cook	CEO, Apple		64	2011
Wanda Austin	Former President and CEO, The Aerospace Corporation		70	2024	●
Alex Gorsky	Former Chair and CEO, Johnson & Johnson		64	2021		●	●
Andrea Jung	President and CEO, Grameen America		66	2008		●	●
Monica Lozano	Former President and CEO, College Futures Foundation		68	2021	●
Ron Sugar	Former Chair and CEO, Northrop Grumman Corporation		76	2010	●
Sue Wagner	Co-founder and Director, BlackRock		63	2014	●		●
● Chair ● Member

Nominee Skills and Demographic Matrix

For more information on our nominees, see the section entitled “Directors” beginning on page 25.

2025 Proxy Statement

Summary

Shareholder Engagement

We proactively engage with shareholders throughout the year to better understand their priorities and perspectives on significant issues, including company performance and strategy, executive compensation, corporate governance, shareholder proposals, and environmental and social matters. Engagement participants include members of senior management and our Board. Apple and its Board consider feedback and insights from shareholders and other stakeholders as we review our programs, practices, and disclosures.

	2024 Highlights
	CFO Transition		The Board oversaw the successful planned transition of the role of Chief Financial Officer to Kevan Parekh, Apple’s former Vice President, Financial Planning and Analysis. After more than a decade of valuable service as CFO, Luca Maestri transitioned from the CFO role on January 1, 2025 and continues to lead Apple’s Corporate Services teams.
	Director Refreshment		The Board regularly reviews Board succession planning to maintain the diverse skills and experiences that effectively address the Company’s evolving needs and represent the best interests of Apple’s shareholders. At the 2024 Annual Meeting, Dr. Wanda Austin was elected to the Board bringing executive leadership experience through her service as president and chief executive officer of a large research and development organization, significant expertise in advanced technology and innovation, experience with environment, cybersecurity, and public policy, and a global business perspective from her service on other boards.


2025 Proxy Statement	11

Summary

Progress Across our Values

At Apple, we are always working to leave the world better than we found it. That’s why we lead with our values in the technology we make, the way we make it, and how we treat people and the planet we all share.

We believe the best technology should work for everyone, so we build accessibility into everything we make from the ground up. And thanks to an ever-expanding range of innovations — like Eye Tracking, Voice Control, and AssistiveTouch — our users can control our products with their eyes, their voice, or a simple gesture. Features like these make a life-changing difference for so many people, every single day.

We also believe privacy is a fundamental human right, and we are constantly innovating to protect people’s data. This year, that meant setting a new standard for privacy in AI with Private Cloud Compute for Apple Intelligence — which extends our on-device protections into the cloud. And we continue to share innovations that empower our users and protect their personal information.

Our values shape our culture and the impact we have on the world. At Apple, we work to foster a culture of belonging amongst our employees, and our teams work to expand access to opportunity for all, including those who need it most. We work with schools and nonprofit organizations around the world to provide grants and other hands-on programming designed to expand access to technology, along with educational and workforce opportunities, and help share programs like Swift Playgrounds that teach coding to learners of all ages. And we’re innovating to reduce the environmental impact of our devices — including the Mac mini, our first carbon neutral Mac. That milestone brings us closer than ever to reaching our Apple 2030 goal, and becoming carbon neutral across our supply chain and the use of our customers’ devices.

	Spotlight on Apple’s innovations in health
	This year, we shared profound innovations across our products to help our users learn more about their health and live healthier lives:
	Hearing health		About 1.5 billion people around the world live with hearing loss. This year, we shared new capabilities that help AirPods Pro users learn about their hearing health and get the assistive care they need. That includes the new Hearing Test, as well as an innovative over-the-counter Hearing Aid capability for users with mild to moderate hearing loss. It’s a powerful tool that can help our users stay connected to the world around them, especially because, today, about 75 percent of people diagnosed with hearing loss go untreated.
	Sleep apnea		Sleep apnea impacts more than one billion people worldwide, and over time, can lead to increased risk of hypertension, type 2 diabetes, and cardiac issues. This year, Apple shared Breathing Disturbances, which uses Apple Watch to track interruptions in respiratory patterns and lets users know if they show consistent signs of moderate to severe sleep apnea. That’s information our users can then share with their doctor, so they can get the diagnosis and the medical care they need.


2025 Proxy Statement	12

Summary

Items of Business and Board Voting Recommendations

Proposal		Board Recommendation	Page Reference
1	Election of Directors • Our Board is made up of directors with diverse skills and experiences to effectively address Apple’s evolving needs and represent the best interests of Apple’s shareholders. • The Board actively reviews its composition to support Apple’s long-term strategic goals. As part of its succession planning and refreshment, the Board has recommended one new nominee at each of our 2021, 2022, and 2024 annual meetings.	FOR each nominee	68
2	Ratification of Appointment of Independent Registered Public Accounting Firm • Ernst & Young LLP is an independent auditing firm with the required knowledge and experience to effectively audit Apple’s financial statements. • Audit and non-audit services are pre-approved by the Audit and Finance Committee.	FOR	69
3	Advisory Vote to Approve Executive Compensation • Our executive compensation program is designed to align pay with shareholder interests and company performance. • The compensation paid to our named executive officers in 2024 reflects the strength of our annual financial results and stock price performance.	FOR	71
4	Report on Ethical AI Data Acquisition and Usage • Apple has a strong track record on protecting user privacy and a robust approach to integrating ethical considerations into our technology, as reflected in our Responsible AI principles. • The requested report is unnecessary given Apple already provides all the information requested regarding Apple’s AI data privacy practices. • The proposal does not raise any specific issues with Apple Intelligence, but instead focuses its criticisms on OpenAI, the developer of ChatGPT, an independent service that Apple users may choose to access, and inappropriately cites controversies related to other companies that do not involve Apple.	AGAINST	77
5	Report on Costs and Benefits of Child Sex Abuse Material-Identifying Software & User Privacy • Apple has demonstrated its commitment to helping protect children in a changing online landscape and has developed innovative technologies like Communication Safety. • We believe that our current approach to child safety, which is informed by stakeholder engagement, is more appropriate than the universal surveillance suggested in the proposal, which could have serious implications for our users’ human and civil rights globally.	AGAINST	81
6	Request to Cease DEI Efforts • Apple has a well-established compliance program and the proposal inappropriately attempts to restrict Apple’s ability to manage its own ordinary business operations, people and teams, and business strategies. • Our Board and management maintain active oversight of legal and regulatory risks and compliance for our global business.	AGAINST	85
7	Report on Charitable Giving • Apple has a well-established corporate donations program that follows a strict internal governance and approval process, and the proposal attempts to inappropriately restrict Apple’s ability to manage its own ordinary business operations and business strategies. • Our Board and management maintain active oversight of legal and regulatory risks and compliance for our global business.	AGAINST	88

2025 Proxy Statement

Governance

Corporate
Governance


Our Corporate Governance Framework	16
Role of the Board of Directors	17
Board Independence	17
Board and Committee Structure	17
Board Oversight	19
Board Meetings and Attendance	22
Annual Board and Committee Self-Evaluations	22
Related Party Policy and Transactions	22
Business Conduct Policy	23
Communications with the Board	23

2025 Proxy Statement

Governance

Our Corporate Governance Framework

Apple operates under a corporate governance framework designed to be a flexible working structure for principled actions, effective decision-making, and appropriate monitoring of both compliance and performance. Apple’s key governance documents, including our Corporate Governance Guidelines, are available at investor.apple.com/leadership-and-governance.

One share equals one vote	We have a single class of shares with equal voting rights.
Annual director elections	All directors are elected annually for a one-year term.
Majority voting	We have a majority voting standard for uncontested elections of directors.
Separation of Chair and CEO roles	Our CEO is focused on managing Apple and our independent Chair drives accountability at the Board level.
Stock ownership guidelines	We have robust stock ownership guidelines for our directors and executive officers.
Shareholder engagement	We have a comprehensive year-round shareholder engagement program.
Access to management	Our Board has significant interaction with senior management and access to other employees.
Time commitment policy	The Nominating and Corporate Governance Committee annually reviews each director’s various time commitments.
Financial expertise	The Board has determined that each Audit and Finance Committee member qualifies as an “audit committee financial expert” as that term is defined under SEC rules.
Continuing education	Our Board regularly receives updates on ethics, compliance, and governance as well as emerging topics relevant to the evolving needs of the Company.
Succession planning	Our Board regularly reviews Board and executive succession planning.
Executive sessions	All quarterly Board and committee meetings include executive sessions during which no members of management are present.
Board, committee, and individual self-evaluations	Our Board, committees, and individual directors conduct annual performance self-evaluations led by our independent Chair, including one-on-one interviews.
Prohibitions on hedging, pledging, and other transactions	We prohibit short sales, transactions in derivatives, and hedging of Apple securities by directors, executive officers, and employees, and prohibit pledging of Apple securities by directors and executive officers.
Special meetings	Shareholders owning at least 10% of our outstanding shares have the right to call a special meeting of the shareholders.
Proxy access	Up to 20 shareholders owning at least 3% of our outstanding shares continuously for three years may nominate up to 20% of our Board.

2025 Proxy Statement

Governance

Role of the Board of Directors

Apple’s Board oversees the CEO and other senior management in the competent and ethical operation of Apple and seeks to ensure that the long-term interests of shareholders are being served. Directors are expected to take a proactive, focused approach to ensure Apple is committed to business success through the maintenance of high standards of responsibility and ethics.

Board Independence

Apple’s Corporate Governance Guidelines require a majority of Board members to be independent. The Board has determined that all Board members, other than Mr. Cook, are independent under applicable rules of The Nasdaq Stock Market LLC (“Nasdaq”).

Apple’s Board has a standing Audit and Finance Committee (the “Audit Committee”), People and Compensation Committee (the “People and Compensation Committee”), and Nominating and Corporate Governance Committee (the “Nominating Committee”). The Board has determined that all committee members are independent under applicable Nasdaq and Securities and Exchange Commission (“SEC”) rules for committee memberships, and that each member of the Audit Committee also meets the additional independence criteria set forth in Rule 10A-3(b)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Board and Committee Structure

Apple regularly reviews the Board’s leadership structure and the responsibilities and composition of its standing committees. The structure and composition of Apple’s Board and its committees are intended to leverage the diverse perspectives of the Board members and promote effective oversight.

The Board believes its current leadership structure, in which the roles of Chair and CEO are separated, best serves Apple’s overall corporate structure and the Board’s ability to carry out its roles and responsibilities on behalf of Apple’s shareholders, including its oversight of management and corporate governance matters. The Board also believes that the current structure allows our CEO to focus on managing Apple, while leveraging our independent Chair’s experience to drive accountability at the Board level.

The current membership and function of each standing committee is described on the following page. Each committee operates under a written charter adopted by the Board, which is available at investor.apple.com/leadership-and-governance. Each committee reviews and assesses its charter annually.

2025 Proxy Statement

Governance

Audit Committee


Ron Sugar (Chair) Wanda Austin Monica Lozano Sue Wagner Nine meetings during 2024 Audit Committee Report: page 94	Primary Responsibilities:
	● Assist the Board in oversight and monitoring of Apple’s financial statements and other financial information
	● Oversee compliance with legal, regulatory, and public disclosure requirements
	● Appoint and oversee Apple’s independent registered public accounting firm, including their qualifications and independence, and preapprove fees
	● Oversee Apple’s systems of internal controls, including the internal audit function
	● Oversee treasury and finance matters
	● Oversee enterprise risk management
	● Oversee privacy and data security
	● Oversee the auditing, accounting, and financial reporting process

People and Compensation Committee


Andrea Jung (Chair) Alex Gorsky Art Levinson Four meetings during 2024 People and Compensation Committee Report: page 55	Primary Responsibilities:
	● Review and approve the compensation arrangements for the CEO, Apple’s other executive officers and, to the extent it deems appropriate, other employees
	● Administer Apple’s equity compensation and other incentive plans
	● Review and make recommendations to the Board regarding the compensation of members of the Board and Board committees
	● Assist the Board in its oversight of Apple’s strategies, policies, and practices relating to Apple’s people and teams

Nominating Committee


Sue Wagner (Chair) Alex Gorsky Andrea Jung Four meetings during 2024	Primary Responsibilities:
	● Assist the Board on matters relating to the identification, evaluation, and selection of Board members and candidates nominated to the Board
	● Make recommendations to the Board concerning the size, structure, and composition of the Board and its committees
	● Oversee and make recommendations regarding corporate governance matters, including Apple’s Corporate Governance Guidelines
	● Assist the Board in its oversight of Apple’s strategies, policies, and practices relating to environmental and social matters
	● Oversee the annual Board performance self-evaluation process

2025 Proxy Statement

Governance

Board Oversight

The Board takes an active role in overseeing corporate and product strategy and seeks to ensure the long-term interests of Apple and its shareholders are being served. The Board believes that evaluating the executive team’s management of the risks confronting Apple is one of its most important areas of oversight. In carrying out this responsibility, the Board is assisted by its committees, each of which considers risks within its areas of primary responsibility and expertise and apprises the full Board of significant matters and management’s response.

Board of Directors

Directly oversees corporate and product strategy, executive succession planning, and other matters reserved to the full Board. Reviews and discusses with management significant risks affecting Apple, including matters escalated by its committees from within their respective areas of direct oversight.

Audit Committee

Oversees financial matters, business conduct, and legal and regulatory compliance, including antitrust matters, public policy expenditures, privacy, cybersecurity, and tax matters, and has primary responsibility for assisting the Board with risk oversight.

People and Compensation Committee

Oversees the design and administration of compensation programs and policies and has primary responsibility for assisting the Board with oversight of matters relating to Apple’s people and teams.

Nominating Committee

Oversees Board structure, governance, and independence, and has primary responsibility for assisting the Board with oversight of environmental and social matters.

Management

Led by our CEO and executive team, develops and executes our business strategy, manages operations, implements and supervises day-to-day risk management processes, and reports to the Board and its committees on significant matters.

Internal Audit

Directly overseen by the Audit Committee and operating pursuant to a charter, which is reviewed and approved annually by the Audit Committee, identifies and helps mitigate risk, and improves internal controls.

Enterprise Risk Management Program

Designed to identify, assess, and monitor Apple’s business risks, including financial, operational, compliance, and reputational risks.

Supported by a Risk Oversight Committee, consisting of our Chief Financial Officer, General Counsel, Head of Business Assurance, and other senior leaders, that assists the Audit Committee with its general responsibility for overseeing enterprise risk management.

2025 Proxy Statement

Governance

Selected Areas of Oversight

Compliance and Business Conduct	The Audit Committee regularly reviews and discusses with management Apple’s compliance and business conduct risks. Apple’s Chief Compliance Officer is responsible for the development, review, and execution of Apple’s Compliance and Business Conduct program and regularly reports to the Audit Committee.

Environment and Climate	The Board reviews and discusses updates on environmental matters with Apple’s Vice President of Environment, Policy and Social Initiatives, who is responsible for the development, review, and execution of plans designed to minimize Apple’s impact on the environment. These reports include updates on Apple’s progress towards environmental and climate goals and the environmental impact of our products and operations. The Nominating Committee oversees Apple’s strategies, policies, and practices relating to environmental and social matters.

Human Rights	The Board has adopted a human rights policy for Apple — Our Commitment to Human Rights. The policy governs how we treat everyone, including our customers, employees, business partners, and people at every level of our supply chain. Apple identifies salient human rights risks through internal risk assessments and external industry-level third-party audits. Additionally, the policy requires Apple to maintain active communication channels with rights holders and other stakeholders. The Board is responsible for overseeing and periodically reviewing our human rights policy. Apple’s General Counsel is responsible for its ongoing implementation, and reports to the Board and its committees on any significant issues identified during the diligence process and Apple’s progress.

People and Teams	The Board oversees matters related to our people and teams, including with respect to inclusion and diversity, culture and employee engagement, talent recruitment, development, and retention, and has allocated direct responsibilities for this area of oversight to the People and Compensation Committee. Additionally, Apple’s People and Compensation Committee oversees risks related to Apple’s compensation programs. Each year, the People and Compensation Committee evaluates whether the design and operation of Apple’s compensation programs or policies encourage our executive officers or our employees to take unnecessary or excessive risks. In establishing and reviewing Apple’s compensation programs for risk, the People and Compensation Committee considers program features that mitigate potential risks for our executive officers, such as fixed base salaries; goals that are tied to specific company financial measures and payout caps for the annual cash incentive program; clawbacks for our cash and equity incentives; the quantity and mix of long-term performance-based and time-based equity incentives; and stock ownership requirements. The People and Compensation Committee also generally considers the program features that mitigate potential risks for our non-executive officer employees. In its annual review, the People and Compensation Committee concluded that Apple’s executive compensation programs and policies continue to provide an effective and appropriate mix of incentives to help ensure performance is focused on long-term shareholder value creation, and do not encourage short-term risk taking at the expense of long-term results or create risks that are reasonably likely to have a material adverse effect on Apple. In 2024, the People and Compensation Committee oversaw management’s implementation of the recommendations outlined in Apple’s Civil Rights Assessment and Workers’ Rights Assessment.

2025 Proxy Statement

Governance

Privacy and Data Security	The Audit Committee regularly reviews and discusses with management Apple’s privacy and data security risks. The Audit Committee receives regular updates from management, including Apple’s Head of Corporate Information Security. Additionally, the Audit Committee reviews reports on privacy and data security matters from Apple’s General Counsel, Chief Compliance Officer, and the heads of Business Assurance and Internal Audit.
	Apple also has a management Privacy Steering Committee chaired by Apple’s General Counsel, with members including Apple’s Senior Vice President of Machine Learning and AI Strategy, Apple’s Senior Vice President of Software Engineering, Apple’s Senior Vice President, Services, and a cross-functional group of senior representatives from Privacy Engineering, Product Marketing, Corporate Communications, and Privacy Legal. The Privacy Steering Committee sets privacy standards for teams across Apple and acts as an escalation point for addressing privacy compliance issues for decision or further escalation.

Artificial Intelligence	Apple’s full Board directly oversees corporate and product strategy and receives regular updates on emerging technologies, including artificial intelligence. The Audit Committee assists the Board in its oversight of privacy-related artificial intelligence matters.

	In June 2024, the Company announced its Responsible AI principles, which aim to guide how the Company develops artificial intelligence tools. The principles are available at: machinelearning.apple.com/research/introducing-apple-foundation-models.

Legal and Regulatory Compliance	The Audit Committee oversees legal and regulatory risks related to Apple’s business. Apple’s full Board also receives regular updates on legal and regulatory developments, including updates on legislative developments, government investigations, litigation, and other legal proceedings.

Supply Chain	The Board reviews and discusses with management reports regarding Apple’s supply chain and operations. These reports include updates from Apple’s Senior Vice President, Operations on Apple’s supply chain management, and our program to oversee compliance with Apple’s Supplier Code of Conduct and Supplier Responsibility Standards. Apple reports publicly on its efforts and progress in the critical work of protecting people and the planet across its supply chain through an annual People and Environment in Our Supply Chain report.

Tax	The Audit Committee reviews and discusses with management reports on tax matters from Apple’s Chief Financial Officer, General Counsel, the heads of Tax, Business Assurance, and Internal Audit, and Apple’s independent auditor. These reports include updates on significant domestic and international tax-related developments, and international tax policy.

2025 Proxy Statement

Governance

Board Meetings and Attendance

The Board met five times during 2024. Each member of the Board who served during 2024 attended or participated in 75% or more of the aggregate of (i) the total number of meetings of the Board held during 2024, and (ii) the total number of meetings held by each committee of the Board on which the member served during 2024.

Apple expects all of its directors to attend the Annual Meeting. All directors attended the 2024 annual meeting of shareholders (the “2024 Annual Meeting”).

Annual Board and Committee Self-Evaluations

The Board conducts an annual self-evaluation to assess whether the Board, its committees, and each member of the Board are working effectively, and to provide an opportunity to reflect upon and improve processes and effectiveness.

The Nominating Committee designs and establishes the overall evaluation framework, and Dr. Levinson, the independent Chair of the Board, leads the evaluation interviews and feedback sessions. Dr. Levinson conducts one-on-one discussions with each director to obtain their assessment of the effectiveness and performance of the Board and its committees. Additional discussion topics include Board and committee composition and refreshment; timing, agendas, and content of Board and committee meetings; Board dynamics and function; peer reviews of other members; and executive succession planning. Board members are also invited to discuss the performance of Dr. Levinson directly with the Chair of the Nominating Committee. A summary identifying any themes or issues that have emerged is presented to the Board on an anonymous basis.

Each committee conducts its own annual self-evaluation and reports the results to the Board. Each committee’s evaluation includes an assessment of the committee’s compliance with Apple’s Corporate Governance Guidelines and the committee’s charter.

Related Party Policy and Transactions

The Board has adopted a written policy for approval of transactions between Apple and its directors, director nominees, executive officers, greater than 5% beneficial owners of Apple’s common stock or any other class of Apple’s equity securities, and each of their respective immediate family members, where the amount involved in the transaction exceeds or is reasonably expected to exceed $120,000 in a single fiscal year and the related party has or will have a direct or indirect interest in the transaction (other than solely as a result of being a director or less than 10% beneficial owner of another entity). A copy of this policy is available at investor.apple.com/leadership-and-governance. The policy provides that the Audit Committee must review transactions subject to the policy and determine whether to approve or ratify those transactions. Certain types of transactions are deemed pre-approved pursuant to standing pre-approval guidelines established by the Audit Committee. In addition, the Audit Committee has delegated authority to its Chair to pre-approve or ratify transactions under certain circumstances. A summary of new transactions covered by standing pre-approvals or transactions approved or ratified by the Chair of the Audit Committee, if any, is provided to the Audit Committee for its review.

In reviewing transactions subject to the policy, the Audit Committee or the Chair of the Audit Committee, as applicable, considers (as it deems appropriate for the circumstances):

	●	The nature and extent of the related person’s interest in the transaction;
	●	The approximate dollar value involved in the transaction;
	●	The approximate dollar value of the related person’s interest in the transaction without regard to the amount of any profit or loss;
	●	Whether the transaction was undertaken in the ordinary course of Apple’s business;
	●	The material terms of the transaction, including whether the transaction with the related person is proposed to be, or was entered into, on terms no less favorable to Apple than terms that could have been reached with an unrelated third party;

2025 Proxy Statement

Governance

	●	The business purpose of, and the potential benefits to Apple of, the transaction;
	●	Whether the transaction would impair the independence of a non-employee director;
	●	Required public disclosure, if any; and
	●	Any other information regarding the transaction or the related person in the context of the proposed transaction that would be material to the Audit Committee’s decision, in its business judgment, in light of the circumstances of the particular transaction.

Several of Apple’s Board members and executive officers serve as directors or executive officers of other organizations, including organizations with which Apple has commercial and charitable relationships. Apple does not believe that any director had a direct or indirect material interest in any relationships during 2024 and through the date of this Proxy Statement.

A family member of our Chief Operating Officer is employed by Apple and received total compensation in excess of $120,000 for the period from the beginning of fiscal year 2024 through the date of the filing of this Proxy Statement. The family member’s compensation was established by Apple in accordance with our compensation practices applicable to employees with comparable qualifications and responsibilities and holding similar positions.

Business Conduct Policy

Apple seeks to conduct business ethically, honestly, and in compliance with applicable laws. Apple’s code of ethics, entitled “Business Conduct: The way we do business,” sets out the principles that guide Apple’s business practices — honesty, respect, confidentiality, and compliance. The code applies to all employees, including Apple’s principal executive officer, principal financial officer, and principal accounting officer. Relevant sections of the code also apply to the Board. Apple expects its suppliers, contractors, consultants, and other business partners to follow the principles set forth in the code when providing goods and services to Apple or acting on its behalf. The code is available at apple.com/compliance/pdfs/Business-Conduct-Policy.pdf. Apple intends to disclose any changes to or waivers from this code by posting to our website if disclosure is required by SEC or Nasdaq rules.

Apple’s code is managed by the Business Conduct organization, under the oversight of Apple’s Chief Compliance Officer. Employees are required to complete training on the code upon joining Apple and annually thereafter. With input from relevant stakeholders and executive leadership, we regularly review and update Apple’s code and related policies to ensure they provide clear, actionable guidance to our employees, executive officers, and directors.

Additionally, Apple has an insider trading policy governing the purchase, sale, and other dispositions of Apple’s securities that applies to all Apple personnel, including directors, officers, employees, and other covered persons. Apple also follows procedures for the repurchase of its securities. We believe our insider trading policy and repurchase procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations, and listing standards applicable to Apple. A copy of Apple’s insider trading policy was filed as Exhibit 19.1 to its Annual Report on Form 10-K for the year ended September 28, 2024.

Communications with the Board

Any matter intended for the Board, or for any individual member of the Board, should be directed to Apple’s Secretary at One Apple Park Way, MS: 927-4GC, Cupertino, CA 95014 USA, with a request to forward the communication to the intended recipient. In general, any shareholder communication delivered to Apple for forwarding to Board members will be forwarded in accordance with the shareholder’s instructions. Apple reserves the right to not forward to Board members any abusive, threatening, or otherwise inappropriate materials.

2025 Proxy Statement

Directors

Directors


Board Composition and Refreshment	26
Nominees for Election	28
Compensation of Directors	34


2025 Proxy Statement	25

Directors

Board Composition and Refreshment

Board Composition

Apple’s Board consists of a diverse group of highly qualified leaders in their respective fields. All of our directors have senior leadership experience at large domestic or multinational companies. In these positions, they have gained significant and diverse management experience, including in the areas of strategic and financial planning, public company financial reporting, compliance, risk management, and leadership development. They also have in-depth public company experience serving as executive officers, or on boards of directors and board committees, and a robust understanding of corporate governance practices and trends. In addition, many of our directors have experience as directors or trustees of significant public policy, academic, research, nonprofit, and philanthropic institutions, and bring unique perspectives to the Board.

The Board and the Nominating Committee believe the skills and experiences of our directors provide Apple with business acumen and a diverse range of perspectives to effectively address Apple’s evolving needs, oversee senior management in the competent and ethical operation of Apple, and represent the best interests of Apple’s shareholders.

The Board considers its composition and refreshment in the context of Apple’s long-term strategic goals and seeks to thoughtfully manage the pace of change and refreshment of its members over time. In recent years, the Board added three new members, including Dr. Austin, who joined in 2024.

Under the Board’s retirement policy, directors generally may not stand for re-election after attaining age 75. In consideration of the transition of the role of Chief Financial Officer from Luca Maestri to Kevan Parekh on January 1, 2025, significant recent refreshment in board composition, and the value of retaining directors who have developed deep insights into the Company during their tenure, the Board determined that it would be in the best interests of Apple and its shareholders to ask Ron Sugar, the Chair of the Audit Committee, to stand for re-election at the 2025 Annual Meeting, although he previously attained the age of 75. As Chair of the Audit Committee, Dr. Sugar has a significant technical and leadership role on the Board, which the Board took into consideration in its succession planning. Dr. Sugar also brings to the Board executive leadership experience as a former chairman and chief executive officer of a large international public company, financial expertise as a former chief financial officer, experience in worldwide operations, understanding of advanced technology, experience with government relations and public policy, and a global business perspective from his tenure at global companies and his service on other boards.

Our Corporate Governance Guidelines require an annual review by the Nominating Committee of each director’s various time commitments, including their primary occupation, service on other public company boards and board committees, leadership positions on other boards, as well as service with private company boards and non-profit organizations. Following its review in 2024, the Nominating Committee determined that, in its view, no director currently has time commitments that would prevent them from properly discharging their duties as directors.

2025 Proxy Statement

Directors

Nominee Selection

The Nominating Committee oversees board succession planning and recruitment of potential candidates. The Nominating Committee considers candidates who are recommended by its members, by other Board members, by shareholders, and by management, as well as those identified by third-party search firms retained to assist in identifying and evaluating possible candidates. In evaluating potential nominees to the Board, the Nominating Committee considers, among other things: independence, character, ability to exercise sound judgment, demonstrated leadership, ability and willingness to commit sufficient time to the Board, and relevant skills and experience in the context of the Board’s evolving needs. The Nominating Committee also considers the diversity of the Board overall with respect to age, disability, gender identity or expression, ethnicity, military veteran status, national origin, race, religion, sexual orientation, and other backgrounds and experiences. The Nominating Committee is committed to actively seeking out, and will instruct any search firm it engages to identify, individuals who will contribute to the overall diversity of the Board to be included in the pool of candidates from which nominees to the Board are selected. 63% of our nominees self-identify as women or members of an underrepresented group, and 50% of Board leadership positions are held by women. The Board monitors the mix of skills and experience of its directors to help ensure it has the necessary tools to perform its oversight function effectively.

The Nominating Committee evaluates candidates recommended by shareholders using the same criteria it applies to evaluate other candidates. Shareholders who wish to recommend a director candidate should submit the candidate’s name and background information in writing to our Secretary at One Apple Park Way, MS: 927-4GC, Cupertino, CA 95014 USA. In addition, the proxy access provisions in our bylaws provide that a shareholder, or a group of up to 20 shareholders, owning at least 3% of our outstanding shares continuously for at least three years, may nominate director nominees constituting up to 20% of Apple’s Board for inclusion in our proxy statement. Nominating shareholders and nominees must satisfy the requirements set forth in our bylaws, which can be found at investor.apple.com/leadership-and-governance. Any notice of director nomination submitted to Apple other than through proxy access must include the additional information required by Rule 14a-19(b) under the Exchange Act.

The Nominating Committee has evaluated and recommended to the full Board each of the nominees named in this Proxy Statement for election to the Board.

2025 Proxy Statement

Directors

Nominees for Election

The following matrix highlights the mix of key skills and experiences of the nominees that, among other factors, led the Board and the Nominating Committee to recommend these nominees for election to the Board. The matrix is intended to depict notable areas of focus for each director based on the current composition of the Board, and not having a mark does not mean that a particular director does not possess that qualification or skill. Nominees have developed competencies in these skills through education, direct experience, and oversight responsibilities. The Nominating Committee assesses the directors’ mix of skills on an annual basis. The demographic information presented below is based on voluntary self-identification by each nominee. Additional biographical information on each nominee is set out starting on page 30.

Nominee Skills and Demographic Matrix

Levinson

Cook

Austin

SEC Form DEF 14A filed by Apple Inc.