/// Apple Explains Why Icahn’s Buyback Proposal Should Be Shot Down

December 27, 2013  |  All Things Digital


Apple’s annual shareholder meeting will be held on Feb. 28, and among 11 proposals to be discussed will be one from Carl Icahn. Revealed in a proxy statement filed by Apple on Friday afternoon, Icahn’s advisory proposal asks Apple to increase the size of its stock buyback program in 2014 to $50 billion. That’s a move the company’s board of directors recommends that shareholders vote against. Apple already increased the size of its dividend and stock buyback program to $100 billion this year, and it’s not taking kindly to Icahn’s repeated and querulous efforts to force its hand — as cordial as they may or may not be . “In March 2012, the company announced a quarterly dividend and share repurchase program totaling $45 billion,” Apple explains. “In April 2013, the board authorized a dramatic increase, more than doubling the size of the program to $100 billion, raising the dividend, and increasing the share buyback authorization to $60 billion. As such, the company is one of the largest dividend payers in the world and has the largest share repurchase authorization in history. The company has executed aggressively against the capital return program, spending $23 billion of the $60-billion share repurchase authorization in fiscal 2013 alone.” The proposal, and Apple’s recommendation against it, below: Shareholder Proposal of a Non-Binding Advisory Resolution Relating to the Company’s Capital Return Program The Company has been advised that High River Limited Partnership (“High River”), 767 Fifth Avenue, 46th Floor, New York, New York, 10153, a record holder of 1,000 shares of the Company’s common stock, intends to submit the following proposal at the Annual Meeting on behalf of itself and Icahn Partners LP, Icahn Partners Master Fund LP, Icahn Partners Master Fund II LP, Icahn Partners Master Fund III LP, and other beneficial owners, including Mr. Carl Icahn: “RESOLVED, that the shareholders hereby approve, on an advisory basis, High River’s proposal that Apple commit to completing not less than $50 billion of share repurchases during Apple’s fiscal year ending September 27, 2014 (and increase the amount authorized for share repurchases under its Capital Return Program accordingly).” The Company’s Statement in Opposition to Proposal No. 10 The Board recommends a vote AGAINST Proposal No. 10. The Board and management team are thoughtfully considering options for returning additional cash to shareholders and are currently seeking input from shareholders as part of the Company’s regular review

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Apple Explains Why Icahn’s Buyback Proposal Should Be Shot Down


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/// Apple Explains Why Icahn’s Buyback Proposal Should Be Shot Down

December 27, 2013  |  All Things Digital


Apple’s annual shareholder meeting will be held on Feb. 28, and among 11 proposals to be discussed will be one from Carl Icahn. Revealed in a proxy statement filed by Apple on Friday afternoon, Icahn’s advisory proposal asks Apple to increase the size of its stock buyback program in 2014 to $50 billion. That’s a move the company’s board of directors recommends that shareholders vote against. Apple already increased the size of its dividend and stock buyback program to $100 billion this year, and it’s not taking kindly to Icahn’s repeated and querulous efforts to force its hand — as cordial as they may or may not be . “In March 2012, the company announced a quarterly dividend and share repurchase program totaling $45 billion,” Apple explains. “In April 2013, the board authorized a dramatic increase, more than doubling the size of the program to $100 billion, raising the dividend, and increasing the share buyback authorization to $60 billion. As such, the company is one of the largest dividend payers in the world and has the largest share repurchase authorization in history. The company has executed aggressively against the capital return program, spending $23 billion of the $60-billion share repurchase authorization in fiscal 2013 alone.” The proposal, and Apple’s recommendation against it, below: Shareholder Proposal of a Non-Binding Advisory Resolution Relating to the Company’s Capital Return Program The Company has been advised that High River Limited Partnership (“High River”), 767 Fifth Avenue, 46th Floor, New York, New York, 10153, a record holder of 1,000 shares of the Company’s common stock, intends to submit the following proposal at the Annual Meeting on behalf of itself and Icahn Partners LP, Icahn Partners Master Fund LP, Icahn Partners Master Fund II LP, Icahn Partners Master Fund III LP, and other beneficial owners, including Mr. Carl Icahn: “RESOLVED, that the shareholders hereby approve, on an advisory basis, High River’s proposal that Apple commit to completing not less than $50 billion of share repurchases during Apple’s fiscal year ending September 27, 2014 (and increase the amount authorized for share repurchases under its Capital Return Program accordingly).” The Company’s Statement in Opposition to Proposal No. 10 The Board recommends a vote AGAINST Proposal No. 10. The Board and management team are thoughtfully considering options for returning additional cash to shareholders and are currently seeking input from shareholders as part of the Company’s regular review

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Apple Explains Why Icahn’s Buyback Proposal Should Be Shot Down


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