APPLE INC. : Change in Directors or Principal Officers, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits (form 8-K)

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain

Officers

The Board of Directors (the “Board”) of Apple Inc. (the “Company” or “Apple”)
previously adopted, subject to shareholder approval, the Apple Inc. 2022
Employee Stock Plan (the “2022 Plan”). Apple‘s shareholders approved the 2022
Plan at the Company’s Annual Meeting of Shareholders held on March 4, 2022 (the
“Annual Meeting”). Apple‘s grant authority under the Apple Inc. 2014 Employee
Stock Plan (the “2014 Plan”) will terminate after the 2022 Plan is registered on
Form S-8. The 2022 Plan, which became effective upon shareholder approval,
permits the granting of stock options, stock appreciation rights, stock grants
and restricted stock units. Employees and consultants of Apple and its
subsidiaries are eligible to participate in the 2022 Plan.

The maximum number of shares that may be issued or transferred pursuant to
awards under the 2022 Plan will equal:

  •   510 million shares, plus



    •     the number of shares available for new award grants under the 2014 Plan
          on the date of the Annual Meeting, plus



    •     the number of any shares subject to stock options granted under the 2014
          Plan and outstanding as of the date of the Annual Meeting which expire or
          terminate after the Annual Meeting, plus



    •     two times the number of shares subject to restricted stock units ("RSUs")
          or restricted awards granted under the 2014 Plan that are outstanding as
          of the date of the Annual Meeting that are forfeited or terminated or
          with respect to which shares are withheld to satisfy tax withholding
          obligations after the date of the Annual Meeting.

The maximum number of shares that may be issued or transferred pursuant to
awards under the 2022 Plan as a result of applying the share limit formula
described above will not exceed 1,274,374,682 shares.

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Shares issued with respect to full-value awards (RSUs or restricted stock
awards) granted under the 2022 Plan are counted against the 2022 Plan’s
aggregate share limit as two shares for every one share actually issued in
connection with the full-value award. The 2022 Plan also includes other rules
for counting shares against the share limits.

The foregoing brief description is qualified in its entirety by the text of the
2022 Plan, a copy of which is filed as Exhibit 10.1 hereto and incorporated
herein by reference.

Grants under the 2022 Plan may be evidenced by entry into the Restricted Stock
Unit Award Agreement and the Performance Award Agreement under the 2022 Plan,
forms of which are filed as Exhibits 10.2 and 10.3 hereto and incorporated
herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The Annual Meeting was held on March 4, 2022. At the Annual Meeting, Apple‘s
shareholders voted on the following ten proposals and cast their votes as
described below.

1.  The individuals listed below were elected at the Annual Meeting to serve as
    directors of Apple until the next annual meeting of shareholders and until
    their successors are duly elected and qualified:



                      For               Against          Abstained       Broker Non-Vote
James Bell        9,592,631,863          75,189,711       34,172,422        3,360,214,513
Tim Cook          9,504,951,515         179,216,057       17,826,424        3,360,214,513
Al Gore           8,868,389,175         794,210,797       39,394,024        3,360,214,513
Alex Gorsky       8,953,921,820         712,234,573       35,837,603        3,360,214,513
Andrea Jung       8,627,809,656       1,032,432,390       41,751,950        3,360,214,513
Art Levinson      8,971,086,986         696,491,723       34,415,287        3,360,214,513
Monica Lozano     9,598,142,509          69,997,728       33,853,759        3,360,214,513
Ron Sugar         8,614,503,163       1,050,063,179       37,427,654        3,360,214,513
Sue Wagner        9,345,991,079         313,316,460       42,686,457        3,360,214,513


2. A management proposal to ratify the appointment of Ernst & Young LLP as

    Apple's independent registered public accounting firm for 2022 was approved.



     For           Against     Abstained
12,872,446,315   149,619,462   40,142,732



3. An advisory resolution to approve executive compensation was approved.


     For           Against      Abstained    Broker Non-Vote
6,211,599,020   3,435,137,681   55,257,295    3,360,214,513

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4. A management proposal to approve the 2022 Plan was approved.


     For          Against     Abstained    Broker Non-Vote
9,377,995,041   286,025,295   37,973,660    3,360,214,513



5.  A shareholder proposal entitled "Reincorporate with Deeper Purpose" was not
    approved.



    For          Against       Abstained    Broker Non-Vote
297,301,070   9,290,944,230   113,748,696    3,360,214,513


6. A shareholder proposal entitled “Transparency Reports” was not approved.


     For           Against       Abstained    Broker Non-Vote
3,042,933,417   6,545,878,624   113,181,955    3,360,214,513


7. A shareholder proposal entitled “Report on Forced Labor” was not approved.


     For           Against       Abstained    Broker Non-Vote
3,225,431,798   6,341,269,524   135,292,674    3,360,214,513


8. A shareholder proposal entitled “Pay Equity” was not approved.


     For           Against      Abstained    Broker Non-Vote
3,231,073,170   6,372,272,757   98,648,069    3,360,214,513


9. A shareholder proposal entitled “Civil Rights Audit” was approved.


     For           Against       Abstained    Broker Non-Vote
5,125,278,012   4,445,469,491   131,246,493    3,360,214,513


10. A shareholder proposal entitled “Report on Concealment Clauses” was approved.


     For           Against       Abstained    Broker Non-Vote
4,784,964,717   4,777,582,306   139,446,973    3,360,214,513

Item 9.01. Financial Statements and Exhibits.



(d) Exhibits.



Exhibit
No.                                      Description

10.1          2022 Employee Stock Plan.

10.2          Form of Restricted Stock Unit Award Agreement under 2022 Employee
            Stock Plan effective as of March 4, 2022.

10.3          Form of Performance Award Agreement under 2022 Employee Stock Plan
            effective as of March 4, 2022.

104         Inline XBRL for the cover page of this Current Report on Form 8-K.

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