APPLE INC (AAPL)
Sector: Information Technology
2026 Annual Meeting Analysis
APPLE INC · Meeting: February 24, 2026
Directors FOR
8
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Long-serving independent Chair with deep biotech and technology expertise; Apple's 3-year TSR of +69.7% is well above the peer median of +73.8% but only -4.1pp below, far short of the 50pp underperformance threshold required to trigger a No vote given Apple's strong positive absolute returns; no overboarding, attendance, or independence concerns.
As CEO and executive director, Cook is subject to the same TSR trigger as all other directors; Apple's 3-year TSR of +69.7% versus peer median of +73.8% is only -4.1pp below the peer median, far short of the 50pp threshold required for a strong positive TSR company; Cook also holds one outside public board seat (Nike), within the two-seat limit for sitting CEOs.
Joined the board in 2024, within the 24-month new-director exemption window; brings strong technology, cybersecurity, and public policy credentials from leading The Aerospace Corporation; holds two outside public board seats (Amgen, Chevron), within the four-seat limit for non-executive directors.
Former CEO of Johnson & Johnson with extensive global operations and healthcare technology experience; holds two outside public board seats (IBM, JPMorgan Chase), within limits; TSR trigger does not apply given Apple's strong absolute returns and minimal peer underperformance gap.
Long-tenured director since 2008 serving as People and Compensation Committee Chair; brings deep consumer brand, global business, and executive compensation expertise; holds one outside public board seat (Wayfair), well within limits; TSR trigger does not apply.
Director since 2021 with media, operations, and community investment background; holds two outside public board seats (Bank of America, Target), within the four-seat limit; TSR trigger does not apply given Apple's strong absolute returns and minimal peer gap.
Audit Committee Chair since 2010 with strong financial expertise as a former CFO and CEO of Northrop Grumman; holds one outside public board seat (Uber), within limits; TSR trigger does not apply; proxy discloses the board waived its age-75 guideline for Sugar given his deep expertise and audit leadership value.
Co-founder of BlackRock with extensive financial markets, risk management, and operational expertise; chairs the Nominating Committee; holds two outside public board seats (BlackRock, Samsara), within limits; TSR trigger does not apply.
All eight director nominees pass policy screens: Apple's 3-year TSR of +69.7% is only 4.1 percentage points below the peer median of +73.8%, well short of the 50pp underperformance threshold that applies when absolute returns are strongly positive. No director is overboarded, attendance was satisfactory for all members, all independent directors serving on audit and compensation committees are properly classified as independent, and the board discloses a skills matrix. The board recommends FOR all nominees.
Say on Pay
✓ FORCEO
Tim Cook
Total Comp
$74,294,811
Prior Support
92%%
Tim Cook's total reported compensation of approximately $74.3 million is high in absolute terms but is intentionally positioned by the committee at the 80th to 90th percentile of a disclosed peer group, appropriate for the CEO of the world's largest company by market capitalization at $3.8 trillion — roughly seven times the median peer market cap. The pay structure is heavily performance-oriented: approximately 77% of Cook's total target compensation comes from long-term equity awards, with 75% of those awards subject to a performance condition tied to Apple's total shareholder return relative to the S&P 500 over a three-year period, and the most recently vested performance awards paid out at 187% of target based on Apple achieving the 81st TSR percentile. Apple also posted record revenue of $416.2 billion and record operating income in fiscal 2025, resulting in maximum cash incentive payouts that were supported by genuine outperformance against pre-set financial goals. The prior year Say on Pay vote received 92% support, well above the 70% threshold, and the compensation structure is unchanged, meaning no corrective action was needed; the overall program passes all policy screens.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
Ernst & Young LLP is a Big 4 firm fully appropriate for a company of Apple's size and complexity. The proxy filing text provided does not include the auditor fee table with specific dollar amounts, so the non-audit fee ratio cannot be calculated; however, the proxy states that audit and non-audit services are pre-approved by the Audit and Finance Committee, which is a positive governance indicator. Auditor tenure is not explicitly disclosed in the provided text, so the tenure trigger cannot be fired per policy. No material financial restatements are disclosed. The default vote is FOR absent confirmed triggers.
Stockholder Proposals
1 proposal submitted by shareholders
Proposal 5
China Entanglement Audit
The National Center for Public Policy Research (NCPPR) is a well-known conservative political advocacy organization, not a neutral fiduciary investor. Under our policy, proposals from ideological filers — whether conservative or progressive — are voted AGAINST regardless of how the proposal is framed, because the motivation is political advocacy rather than genuine shareholder interest. Even setting aside the filer identity, Apple already provides extensive China-related risk disclosures in its SEC filings, including segment revenue reporting for Greater China, supply chain diversification updates, tariff and geopolitical risk factors, and its People and Environment in Our Supply Chain annual report, which substantially addresses the information the proposal requests. The board's opposition that the proposal is prescriptive and attempts to direct ordinary business decisions is credible given the highly specific operational directives embedded in the supporting statement.
Overall Assessment
The 2026 Apple annual meeting ballot is largely routine and shareholder-friendly: all eight director nominees pass policy screens due to Apple's strong absolute TSR and minimal peer underperformance gap, the Say on Pay program passes with a heavily performance-weighted structure and 92% prior-year support, and the single shareholder proposal from an ideological conservative filer is voted against per policy. The auditor ratification receives a default FOR vote as no fee data or tenure confirmation is available in the provided filing text to trigger a negative recommendation.
Compensation Peer Group
19 companies disclosed in 2026 proxy filing